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<br />It is understood and agreed that this document incorporates and includes all prior <br />negotiations, correspondence, conversations, agreements, or understandings applicable to <br />the matters contained herein and that the parties agree that there are no commitments, <br />agreements, or understandings concerning the subject matter of this Agreement that are <br />not contained in this document. Accordingly, it is agreed that no deviation from the <br />terms hereof shall be predicated upon any prior representations or agreements whether <br />oral or written. <br /> <br />10.3. Modification of Agreement: <br /> <br />It is further agreed that no modification, amendment or alteration in the terms or <br />conditions contained herein shall be effective unless contained in a written document <br />executed with the same formality and with equal dignity herewith. <br /> <br />10.4. Counterparts: <br /> <br />This document shall be executed in at least two (2) counterparts each of whom <br />shall be deemed to be a duplicate original. <br /> <br />10.5. Florida Law: <br /> <br />This Agreement is executed and is to, be performed in the State of Florida, and <br />shall be governed by and construed with the laws of the State of Florida. Venue for any <br />legal action shall be set in Miami-Dade, Florida. <br /> <br />10.6. Litigation: <br /> <br />In connection with any litigation arising out of this Agreement, including any <br />administrative, trial level or appellate proceedings, the prevailing party shall be entitled to <br />recover all costs incurred, including a reasonable attorneys fee. <br /> <br />10.7. Counsel <br /> <br />The Parties acknowledge that they have reviewed this Agreement with <br />independent counselor have had sufficient opportunity to do so, and that neither party <br />has been otherwise coerced into agreeing to any provisions of this Agreement. <br /> <br />10.8. Severability/Integration <br /> <br />If any clause, section or other part or application of this Agreement shall be held <br />by any court of competent jurisdiction to be unconstitutional or invalid, such <br />unconstitutional or invalid part or application shall be considered as eliminated and so not <br />affecting the validity of the remaining portions or applications remaining in full force and <br />effect. <br /> <br />4 <br /> <br />/: <br />,: <br />