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12. DISPUTES <br /> Disputes arising under this Agreement shall be resolved by a panel consisting of one <br /> representative from the AOC, one representative from the Court, and a mutually agreed <br /> upon third party. The dispute panel shall thereafter decide the dispute with the majority <br /> prevailing. Neither party shall have recourse to the courts unless there is a showing of <br /> noncompliance or waiver of this section. <br /> 13. TERMINATION <br /> Either party may terminate this Agreement upon thirty (30) days written notice to the other <br /> party. If this Agreement is so terminated, the parties shall be liable only for performance <br /> rendered or costs incurred in accordance with the terms of this Agreement prior to the <br /> effective date of termination. <br /> 14. GOVERNANCE <br /> This Agreement is entered into pursuant to and under the authority granted by the laws of <br /> the state of Washington and any applicable federal laws. The provisions of this Agreement <br /> shall be construed to conform to those laws. <br /> In the event of an inconsistency in the terms of this Agreement, or between its terms and <br /> any applicable statute or rule, the inconsistency shall be resolved by giving precedence in <br /> 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 reference. <br /> 15. ASSIGNMENT <br /> The work to be provided under this Agreement, and any claim arising hereunder, is not <br /> assignable or delegable by either party in whole or in part, without the express prior written <br /> consent of the other party, which consent shall not be unreasonably withheld. <br /> 16. WAIVER <br /> A failure by either party to exercise its rights under this Agreement shall not preclude that <br /> party from subsequent exercise of such rights and shall not constitute a waiver of any <br /> other rights under this Agreement unless stated to be such in a writing signed by an <br /> authorized representative of the party and attached to the original Agreement. <br /> 17. SEVERABILITY <br /> If any provision of this Agreement, or any provision of any document incorporated by <br /> reference shall be held invalid, such invalidity shall not affect the other provisions of this <br /> Agreement which can be given effect without the invalid provision and to this end the <br /> provisions of this Agreement are declared to be severable. <br /> IAA17533 Page 5 of 6 <br />