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6 <br />12. Assignment. Neither Party may assign or transfer any rights or obligations under this <br />MOU without the prior written consent of the other Party. Any attempt to transfer all <br />or part of either Party’s rights or obligations without such consent is null and void and <br />of no effect. <br />13. Notices. All notices between the parties will be in writing and will be delivered as <br />follows, with notice deemed given as indicated (a) by personal delivery, when delivered <br />personally; or (b) by overnight courier, upon the courier’s confirmation of delivery. In <br />either case, a copy shall be sent via email. Notices to the Agency will be sent to the <br />email and address provided by Agency at the time of application for credentialing. <br />Notices to NICB will be sent to the addresses, including e-mail addresses, set forth as <br />follows, or such other address as is provided by notice as set forth herein: <br />National Insurance Crime Bureau <br />1111 E. Touhy Avenue, Suite 400 <br />Des Plaines, Illinois 60018 <br />Attn: General Counsel <br />Email: pmartin@nicb.org; rcooper@nicb.org <br />14. Severability. Any term or provision of this MOU held to be illegal or unenforceable <br />will, if possible, be interpreted so as to be construed as valid, but in any event the <br />validity or enforceability of the remainder hereof will not be affected. <br />15. No Waiver. The waiver of, or failure to enforce, any breach or default hereunder will <br />not constitute the waiver of any other or subsequent breach or default. <br />16. No Joint Venture. The relationship of the parties hereunder will be that of two <br />independent contracting parties, and nothing herein will be deemed to create a joint <br />venture, partnership, agency or employer/employee relationship. In no event will <br />either party be permitted to make any MOU, or represent that it is authorized to make <br />any MOU, on behalf of the other party, without the prior written consent of such other <br />party. <br />17. Entire Agreement. This MOU sets forth the entire agreement between the parties <br />related to the subject matter herein, and supersedes any and all prior agreements, <br />proposals, understandings, discussions, MOUs, and representations between them, <br />whether written or oral. This MOU may be changed only by mutual MOU of the <br />parties in writing. This MOU may be executed in counter-parts with electronic <br />signatures to be deemed valid and binding. <br />[Signatures immediately to follow on page 7 of 7]