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14. Assignment. Neither Party hereto may assign its rights or delegate any of its <br />obligations pursuant this Agreement without the written consent of the other <br />Party. <br />15. Non - Severability. Each paragraph of this Agreement is intertwined with the <br />others and is not severable unless by written mutual consent of the Parties. If <br />any portion of this Agreement is held invalid or unenforceable for any reason <br />by a court of competent jurisdiction, as to either Party, the Parties agree to <br />use their best efforts to reform as soon as possible any such invalidity and <br />achieve a valid agreement that accomplishes the purposes of this Agreement <br />as originally set forth. <br />16. Governing Law. This Agreement and its application shall be construed in <br />accordance with the laws of the State of Colorado <br />17. Construction of Terms. Words of any gender shall include all genders as is <br />appropriate. Words in the singular shall include the plural and vice versa. <br />This Agreement shall be construed according to its fair meaning as if <br />prepared by all parties hereto. <br />18. Waiver and Non - Waiver. No provision of this Agreement may be waived <br />except by an Agreement in writing signed by each Party. No waiver by the <br />Parties of any one or more of the terms, covenants, conditions, and <br />agreements of this Agreement shall be deemed to imply or constitute a waiver <br />of any succeeding or other breach hereunder. <br />19. No Third Party Beneficiaries. This Agreement is made solely and specifically <br />among and for the benefit of the parties hereto, together with their permitted <br />successors, if any, and no other person or entity shall have any right, interest, <br />or claim hereunder or be entitled to any benefit hereunder or on account of <br />this Agreement. <br />20. Headings. All headings contained herein are for purposes of reference and <br />convenience only and shall not limit or define any rights or obligations of the <br />Parties. <br />21 Authority to Sign. Each person signing this Agreement represents and <br />warrants that he or she has the authority to execute this Agreement on behalf <br />of the entity for which he or she is signing. In accordance with applicable law <br />and each Party's respective organizational documents, each Party has taken <br />all necessary action to authorize the execution, delivery and performance of <br />this Agreement. <br />5 <br />Prof Svc Agr SPWRAP -LOWER — 1 -19 -10 <br />