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7 . 2 . In connection with this Agreement, the parties agree to cooperate in good faith and to perform no act, or allow any omission, which would inhibit the other party from performing its obligations under this Agreement . 7 . 3 . The captions and headings used in this Agreement are for convenience only and do not in any way limit, amplify, or otherwise modify the provisions of this Agreement . 7 . 4 . This Agreement, together with the Exhibits and Response to Request for Proposal constitutes the entire agreement between the parties with respect to the subject matter hereof and merges all prior and contemporaneous communications . This Agreement shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed on behalf of Owner and IGM by their respective duly authorized representatives . 7 . 5 . Any notice which either party is required or may desire to give to the other under this Agreement shall be in writing and shall be given by registered or certified mail , return receipt requested, postage prepaid, addressed to the party at its address shown on the First Page of this Agreement . If Owner or IGM wish to change its respective address for purposes of notice under this Agreement, they may do so by giving to the other written notice of change of address . 7 . 6 . Nothing in this Agreement shall be construed to create a partnership , a joint venture or agency relationship between the parties . Neither party shall have any authority to enter into agreements on behalf of the other, or otherwise to bind or obligate the other in any manner. The language of this Agreement shall not be construed more strongly against either party, regardless of which party is responsible for its drafting . 7 . 7 . No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. 7 . 8 . The Owner agrees that it will not, while this Agreement is in effect directly employ, hire, or engage any person who shall have been an employee, of IGM during the term of this Agreement without express written permission from IGM . Current employees of Owner at the time of execution of this agreement are exempt from this provision . 7 . 9 . All payments under the Agreement to IGM from Owner shall be due at IGM ' s offices in Osceola County, Florida. The parties further agree that any litigation arising from this Agreement shall also be brought in Indian River County Florida. 7 . 10 . In the event of acts or occurrences caused by Owner or beyond the control of IGM , including, without limitation, strikes , labor disturbances , acts of God, fire, flood, riots , hurricanes , ice storms , severe, unusual or unseasonable weather or climatological changes that prevents IGM from performing its duties under this agreement, IGM shall be excused from the 8