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Cleveland, Ohio 44139 Plano, Texas 75024 <br />Facsimile: 440.337.0002 <br /> <br />2.14.Waiver. Other than the rights and obligations with respect to payment provided by this Master <br />Agreement, waiver by any Party(ies) of or the failure of any Party(ies) hereto to enforce at any <br />time its rights with regard to any breach or failure to comply with any provision of this Master <br />Agreement by the other Party(ies) may not be construed as, or constitute, a continuing waiver <br />of such provision, or a waiver of any other future breach of or failure to comply with the same <br />provision or any other provision of this Master Agreement. <br />2.15.Governing Law; Invalidity. This Master Agreement shall be construed and enforced in <br />accordance with, and governed by, the laws of the State of Ohio without regard to rules of <br />conflict of laws. If any provision of this Master Agreement is declared unlawful or unenforceable <br />by judicial determination or performance, then the remainder of this Master Agreement shall <br />continue in force as if the invalidated provision did not exist. Any suits filed by any Party pursuant <br />to this Master Agreement shall be brought in a court of competent jurisdiction located in <br />Cuyahoga County, Ohio. In the event any Party initiates a suit and that suit is adjudicated by a <br />fees and costs from the non-prevailing Party in addition to any other relief to which the court <br />determines the prevailing Party is entitled or awarded. <br />2.16.No Third-Party Beneficiaries; Survival of Representations. This Master Agreement is made solely <br />for the benefit of the Parties to it, and no other persons will acquire or have any right under or <br />by virtue of this Master Agreement. Except as otherwise provided herein, all representations, <br />warranties, covenants, and agreements of the Parties shall remain in full force and effect <br />regardless of any termination of this Master Agreement, in whole or in part. <br />2.17.Execution in Counterparts. This Master Agreement may be executed in one or more <br />counterparts, each of which will be deemed an original. For purposes of this Master Agreement, <br />a facsimile, scanned, or electronic signature will be deemed an original signature. <br /> <br />2.18.Nondiscrimination & Intimidation. <br />a.Winning Supplier expressly agrees that in the hiring of employees for the performance of work <br />or services under this Master Agreement or any subcontract that takes place in the State of <br />Ohio, Winning Supplier, its subcontractors, or any person acting on a Winning Supplier <br />creed, sex, disability as defined in Section 4112.01 of the Ohio Revised Code nor shall it <br />discriminate against any citizen of the State of Ohio in the employment of labor or workers <br />who are qualified and available to perform the Work to which the employment relates. <br /> <br />b.Winning Supplier expressly agrees that Winning Supplier, any of its subcontractors, or any <br />person on behalf of Winning Supplier or its subcontractors in any manner shall not <br />discriminate against or intimidate any employee hired for the performance of work or services <br />under this Master Agreement on account of race, creed, sex, disability as defined in Section <br />4112.01 of the Ohio Revised Code, or color. <br />Page | 7 <br /> <br />