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17.9 BINDING EFFECT; SUCCESSORS & ASSIGNS. This Master Agreement shall be binding upon and shall inure
<br />to the benefit of the parties hereto and their respective permitted successors and assigns.
<br />17.10 ASSIGNMENT OF ANTITRUST RIGHTS REGARDING PURCHASED GOODS/SERVICES. Contractor Irrevocably assigns
<br />to Enterprise Services, on behalf of the State of Washington, any claim for relief or cause of action
<br />which the Contractor now has or which may accrue to the Contractor in the future by reason of any
<br />violation of state or federal antitrust laws in connection with any goods and/or services provided in
<br />Washington for the purpose of carrying out the Contractor's obligations under this Master
<br />Agreement, including, at Enterprise Services' option, the right to control any such litigation on such
<br />claim for relief or cause of action. Contractor irrevocably assigns to a state Participating Entity
<br />outside the State of Washington any claim for relief or cause of action as described in this
<br />subsection, and the same right to control such litigation, in connection with any goods and/or
<br />services provided in the Participating Entity's state.
<br />17.11 SEVERABILITY. If any provision of this Master Agreement is held to be invalid or unenforceable, such
<br />provision shall not affect or invalidate the remainder of this Master Agreement, and to this end, the
<br />provisions of this Master Agreement are declared to be severable. If such invalidity becomes known
<br />or apparent to the parties, the parties agree to negotiate promptly in good faith in an attempt to
<br />amend such provision as nearly as possible to be consistent with the intent of this Master
<br />Agreement.
<br />17.12 WAIVER. Failure of either party to insist upon the strict performance of any of the terms and
<br />conditions hereof, or failure to exercise any rights or remedies provided herein or by law, or to
<br />notify the other party in the event of breach, shall not release the other party of any of its
<br />obligations under this Master Agreement, nor shall any purported oral modification or rescission of
<br />this Master Agreement by either party operate as a waiver of any of the terms hereof. No waiver
<br />by either party of any breach, default, or violation of any term, warranty, representation, contract,
<br />covenant, right, condition, or provision hereof shall constitute waiver of any subsequent breach,
<br />default, or violation of the same or other term, warranty, representation, contract, covenant, right,
<br />condition, or provision. Similarly, failure of any party to insist upon the strict performance of any of
<br />the terms and conditions of any Participating Addendum, or failure to exercise any rights or
<br />remedies provided therein or by law, or to notify the other party in the events of breach, shall not
<br />release such party of any of its obligations under such Participating Addendum, nor shall any
<br />purported oral modification or rescission of such by either party operate as a waiver of any such
<br />terms thereof.
<br />17.13 SURVIVAL. All covenants, agreements, and indemnities set forth in or otherwise made pursuant to
<br />this Master Agreement shall survive and remain in effect following the expiration or termination of
<br />this Master Agreement, Provided, however, that nothing herein is intended to extend the survival
<br />beyond any applicable statute of limitations periods.
<br />17.14 GOVERNING LAW. The validity, construction, performance, and enforcement of this Master
<br />Agreement shall be governed by and construed in accordance with the laws of the State of
<br />Washington, provided that 12 U.S.C.1831d shall apply on the basis of the location of the Contractor,
<br />without regard to its choice of law rules. The validity, construction, and effect of any Participating
<br />Addendum pertaining to the Master Agreement or order placed pursuant to such Participating
<br />Addendum shall be governed by and construed in accordance with the laws of the Participating
<br />Entity or Purchasing Entity's State, provided that 12 U.S.C. 1831d shall apply on the basis of the
<br />location of the Contractor.
<br />MASTER AGREEMENT No. 00819 - FLEET CARD SERVICES PAGE 22 OF 138
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