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NEOGOV iM Agreement may not be modified or amended (and no rights hereunder may be waived) except through a written Instrument signed by the party to be bound, 23. General. This Agreement shall be governed by and construed In accordance with the laws of Customer's State, without giving effect to conflict of law rules. If any provision of this Agreement Is held to be Illegal or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that the remainder of this Agreement will continue in full force and effect. Provisions that survive termination or expiration are those relating to limitation of liability, payment, and others which by their nature are Intended to survive. All notices or other communications required or permitted hereunder shall be In writing and shall be deemed to have been duly given either when personally delivered, one (1) business day following delivery by recognized overnight courier or electronic mall, or three (3) business days following deposit In the U.S, mail, registered or certified, postage prepaid, return recalpt requested. All such communications shall be sent to (1) Customer at the address set forth In the Ordering Document and (II) NEOGOV at $00 Continental Blvd., Suite 555, El Segundo, CA 90245. The waiver, express or Implied, by either party of any breach of this Agreement by the other party will not waive any subsequent breach by such party of the same or a different kind. This Agreement may be executed In two or more counterparts, each of which will be deemed an original, but all of which taken together shall constitute one and the same Instrument. Delivery of a copy of this Agreement bearing an original signature by facsimile transmission, by electronic mall or by any other electronic means will have the same effect as physical delivery of the paper document bearing the original signature, Each party represents and warrants to the other party that (1) it has full power and authority under all relevant laws end regulations and Is duly authorized to enter into this Agreement; and (11) to Its knowledge, the execution, delivery and performance of this Agreement by such party does not conflict with any agreement, Instrument or understanding, oral or written, to which It is a party or bywhich It may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having Jurisdiction over It. Customer may not asslgn this Agreement without the express written approval of NEOGOV and any attempt at assignment In violation of this Section shall be null and void, The parties Intend this Agreement to be construed without regard to any presumption or rule requiring construction or Interpretation against the party drafting an Instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and appendices referred to herein are an Integral part of this Agreement to the same extent as If they were set forth verbatim herein.