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govern the rights and the duties of the parties hereto and the validity, <br />construction, enforcement and interpretation of this Agreement. <br />S. Entire Agreement: This Agreement embodies the entire Agreement <br />between the parties, supersedes all prior agreements and <br />understandings, if any, relating to the subject matter hereof, and <br />may be amended only by an instrument in writing executed jointly by <br />a duly authorized officer or agent of each of the parties. The terms of <br />this instrument are contractual and are not mere recitals, and the <br />undersigned specifically represent that the contents and effects <br />hereof are fully and completely agreed to and understood. <br />6. Interpretation: This Agreement shall not be construed against or <br />unfavorably to any party because of such party's involvement in the <br />preparation of this Agreement. <br />(Remainder of the page intentionally left blank.) <br />3 <br />