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Page 7 of 9 <br />7. MISCELLANEOUS <br />If any provision of this Agreement is found to be <br />unenforceable or invalid, that provision will be limited or <br />eliminated to the minimum extent necessary so that this <br />Agreement will otherwise remain in full force and effect <br />and enforceable. This Agreement is not assignable, <br />transferable or sublicensable by Client except with <br />Company’s prior written consent, which shall not be <br />unreasonably withheld. This Agreement is the complete <br />and exclusive statement of the mutual understanding of <br />the parties and supersedes and cancels all previous <br />written and oral agreements, communications and other <br />understandings relating to the subject matter of this <br />Agreement, and that all waivers and modifications must <br />be in a writing signed by both parties, except as <br />otherwise provided herein. No agency, partnership, joint <br />venture, or employment is created as a result of this <br />Agreement and Client does not have any authority of <br />any kind to bind Company in any respect whatsoever. In <br />any action or proceeding to enforce rights under this <br />Agreement, the prevailing party will be entitled to <br />recover costs and attorneys’ fees. All notices under this <br />Agreement will be in writing and will be deemed to have <br />been duly given when received, if personally delivered; <br />when receipt is electronically confirmed, if transmitted <br />by facsimile or e-mail; the day after it is sent, if sent for <br />next day delivery by recognized overnight delivery <br />service; and upon receipt, if sent by certified or <br />registered mail, return receipt requested. This <br />Agreement shall be governed by the laws of the State of <br />Utah without regard to its conflict of laws provisions, <br />except that any interpretation of the Washington Public <br />Records Act shall be in accordance with the law of the <br />State of Washington. <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br />EXHIBIT A