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<br />34. The Agreement has been delivered in the State of Florida and <br />shall be construed in accordance with the laws of Florida. <br />Wherever possible, each provision of this Agreement shall be <br />interpreted in such manner as to be effective and valid <br />under applicable law, but if any provision of this Agreement <br />shall be prohibited or invalid under applicable law, such <br />provision shall be ineffective to the extent of such <br />prohibition or invalidity, without invalidating the <br />remainder of such provision or the remaining provisions of <br />this Agreement. Any action hereon or in connection herewith <br />shall be brought in Leon County, Florida unless prohibited <br />by law. <br /> <br />35. No delay or failure to exercise any right, power or remedy <br />accruing to either party upon breach or default by either <br />party under this Agreement, shall impair any such right, <br />power or remedy of either party; nor shall such delay or <br />failure be construed as a waiver of any such breach or <br />default, or any similar breach or default thereafter. <br /> <br />36. This Agreement is not intended nor shall it be construed as <br />granting any rights, privileges or interest in any third <br />party without mutual written agreement of the parties <br />hereto. <br /> <br />37. This Agreement is an exclusive contract and may not be <br />assigned in whole or in part without the written approval of <br />the Department. <br /> <br />38. This Agreement represents the entire agreement of the <br />parties. Any alterations, variations, changes, <br />modifications or waivers of provisions of this Agreement <br />shall only be valid when they have been reduced to writing, <br />duly executed by each of the parties hereto, and attached to <br />the original of this Agreement. <br /> <br />REMAINDER OF PAGE INTENTIONALLY LEFT BLANK <br /> <br />Page 9 of 10 <br />