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(c) Entire Agreement. This Agreement (including the Exhibit attached
<br />hereto) constitutes the entire understanding between the Parties with respect to the subject matter
<br />hereof and supersedes all negotiations, prior discussions or prior agreements. No representation,
<br />warranty, covenant, agreement, promise, inducement or statement, whether oral or written, has
<br />been made by a Party that is not set forth in this Agreement, and no Party shall be bound by or
<br />liable for any alleged representation, w� anty, covenant, agreement, promise, inducement or
<br />statement not so set forth.
<br />(d) Amendment lid Waiver. This Agreement may not be altered or amended,
<br />nor any rights hereunder be waived, except by an instrument in writing and executed by the Party
<br />or Parties to be charged with such amendment or waiver. No waiver of any term, provision or
<br />condition of this Agreement shall be deemed to be, or construed as, a further or continuing
<br />waiver of any such term, provision or condition, or as a waiver of any other term, provision or
<br />condition hereof.
<br />(e) Severabilitv. If any provision of this Agreement is invalid or
<br />unenforceable in any jurisdiction, such provision shall be fully severable from this Agreement
<br />and the other provisions hereof shall remain in full force and effect in such jurisdiction and the
<br />remaining provisions hereof shall be liberally construed to carry out the provisions and intent
<br />hereof; provided, if any one or more of the provisions contained in this Agreement shall be
<br />determined or held to be invalid or unenforceable because such provision is overly broad as to
<br />duration, geographic scope, activity, subject or otherwise, such provision shall be deemed
<br />amended by limiting and reducing it to the minimum extent necessary to make such provision
<br />valid and enforceable. The invalidity or unenfoiceability of any provision of this Agreement in
<br />any jurisdiction shall not affect the val�ity'u'"enforceability of such provision in any other
<br />_jurisdiction, nor shall the invalidity or unenfcirceability of any provision of this Agreement with
<br />respect to any person or entity affect the validity or enforceability of such provision with respect
<br />to any other person or entity. ,
<br />(fj Relationship of Parties. It is not the intention of the Parties to create, nor
<br />shall this Agreement be construed as creating, a partnership, joint venture, agency relationship,
<br />trust or other association that would render any Party liable for the action of any other Party. No
<br />Party shall have any right, power or authority to act or to create any duty or obligation, express
<br />or implied, on behalf of any other Party, or to hold itself out as a representative or agent of any
<br />other Party.
<br />(g) Binding Effect. ffect. This Agreement shall be binding upon the Parties and
<br />their respective successors and assigris. Except for the Parties, and their successors and assigns,
<br />nothing in this Agreement, express or implied, is intended to confer upon any other entity or
<br />person any benefits, rights or remedies.
<br />(h) Governing Law and Jurisdiction. `phis Agreement shall be governed by
<br />and construed in accordance with the substantive laws of the State of Colorado without giving
<br />c#'r -,t to the conflict of laws provisions thereof:''F,ich ,f tlio pa, -ties iiertiby si�l�niit.i to the
<br />�:xclusi we jinisdidion of the Colnrado district Court sitting in Delta Coutrty, i' rlc}rado and for
<br />01489959 0 den
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