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A TRUE COPY CERTIFICATION ON LAST PAGE J . K . BARTON , CLERK or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder . 22 . Upon occurrence of any of the following , this Agreement shall terminate without notice , unless notice is specifically required : a . Termination of the Administrative Services Agreement . b . if Administrator determines at its own discretion that the Confidential Information released pursuant to this Agreement is not being adequately protected by either Employer, Stop Loss Carrier or Broker for confidentiality purposes . c . Upon fifteen ( 15 ) days notice to Employer, Stop Loss Carrier or Broker, as appropriate . Such notice shall be given without need for cause . d . Upon any attempt by Employer, Stop Loss Carrier or Broker (which attempts shall be null and void) to assign this Agreement or the right to receive information, without the prior express consent of Administrator . e . Upon enactment of or the effective date of, whichever first occurs , any applicable state or federal law or any rule or regulation of any agency having applicable jurisdiction , which law , rule or regulation shall prohibit ( in part or in full) Administrator from fulfilling its obligations hereunder . No penalty , liability or damage shall be applicable or claimed by Employer, Stop Loss Carrier or Broker against Administrator in such event . 23 . The relationship between the parties is that of independent contractors . Nothing in this Agreement shall be construed to create a partnership or joint venture between the parties and neither party shall have the right to bind the other to any contracts , agreements , or other obligations without the express , written consent of an authorized representative of the other . 24 . This Agreement shall be governed and construed by the laws of the State of Florida ( irrespective of its choice of law principles) . It constitutes the entire Agreement between the parties in reference to all matters expressed in the Agreement . All previous discussions , promises , representations , and understandings between the parties pertaining thereto , if any , being merged herein . 25 . This Agreement may not be assigned , nor any obligations delegated , by Employer, Stop Loss Carrier, and/or Broker. without the prior written consent of Administrator, and any such non -permitted assignment or delegation shall be void . 26 . In the event any provision of this Agreement is rendered invalid or unenforceable by any valid act of Congress or the Florida Legislature or by any regulation duly promulgated by the officers of the United States or the State of Florida acting in accordance with law , or if declared null and void by any court of competent jurisdiction , the remainder of this Agreement shall remain in full force and effect . 27 . Waiver of breach of any provision of this Agreement shall not be deemed a waiver of any other breach of the same or a different provision . - D6 -