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DocuSign Envelope ID: D95BC5D0-4735-4607-BEEF-E935C273072E <br /> DISPUTES <br /> Disputes arising under this Agreement shall be resolved by a panel consisting of <br /> one representative from the AOC, one representative from the Court, and a <br /> mutually agreed upon third party. The dispute panel shall thereafter decide the <br /> dispute with the majority prevailing. Neither party shall have recourse to the courts <br /> unless there is a showing of noncompliance or waiver of this section. <br /> TERMINATION <br /> Either party may terminate this Agreement upon thirty (30) days written notice to the <br /> other party. If this Agreement is so terminated, the parties shall be liable only for <br /> performance rendered or costs incurred in accordance with the terms of this <br /> Agreement prior to the effective date of termination. <br /> GOVERNANCE <br /> This Agreement is entered into pursuant to and under the authority granted by the <br /> laws of the state of Washington and any applicable federal laws. The provisions of <br /> this Agreement must be construed to conform to those laws. <br /> In the event of an inconsistency in the terms of this Agreement, or between its terms <br /> and any applicable statute or rule, the inconsistency will be resolved by giving <br /> precedence in the following order: <br /> a. Applicable state and federal statutes and rules; <br /> b. This Agreement; and <br /> c. Any other provisions of the agreement, including materials incorporated by <br /> reference. <br /> ASSIGNMENT <br /> The work to be provided under this Agreement, and any claim arising hereunder, is <br /> not assignable or delegable by either party in whole or in part, without the express <br /> prior written consent of the other party, which consent shall not be unreasonably <br /> withheld. <br /> WAIVER <br /> A failure by either party to exercise its rights under this Agreement does not <br /> preclude that party from subsequent exercise of such rights and is not a waiver of <br /> any other rights under this Agreement unless stated to be such in a writing signed <br /> by an authorized representative of the party and attached to the original Agreement. <br /> SEVERABILITY <br /> If any provision of this Agreement, or any provision of any document incorporated <br /> by reference is held invalid, such invalidity does not affect the other provisions of <br /> this Agreement which can be given effect without the invalid provision and to this <br /> end the provisions of this Agreement are declared to be severable. <br /> IAA23935 Page 3 of 4 <br />