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are independent contractors performing solely Linder the terms of the <br /> Agreement and not otherwise. <br /> 10.2. Merger; Modification. This Agreement incorporates and includes all prior <br /> and contemporaneous negotiations, correspondence, conversations, <br /> agreements or understandings applicable to the matters contained herein <br /> and the parties agree that there are no commitments, agreements, or <br /> understandings of any nature whatsoever concerning the subject matter of <br /> the Agreement that are not contained in this document. Accordingly, it is <br /> agreed that no deviation from the terms hereof shall be predicated upon <br /> any prior or contemporaneous representations or agreements, whether oral <br /> or written. No alteration, change, or modification of the terms of this <br /> Agreement shall be valid unless made in writing and signed by the <br /> Consultant and the SWDD. <br /> 10.3. Governing Law; Venue. This Agreement, including all attachments hereto, <br /> shall be construed according to the laws of the State of Florida. Venue for <br /> any lawsuit brought by either party against the other party or otherwise <br /> arising out of this Agreement shall be in Indian River County, Florida, or, in <br /> the event of federal jurisdiction, in the United States District Court for the <br /> Southern District of Florida. <br /> 10.4. Remedies• No Waiver, All remedies provided in this Agreement shall be <br /> deemed cumulative and additional, and not in lieu or exclusive of each other <br /> or of any other remedy available to either party, at law or in equity. Each <br /> right, power and remedy of the parties provided for in this Agreement shall <br /> be cumulative and concurrent and shall be in addition to every other right, <br /> power or remedy provided for in this Agreement or now or hereafter existing <br /> at law or in equity or by statute or otherwise. The failure of either party to <br /> insist upon compliance by the other party with any obligation, or exercise <br /> any remedy, does not waive the right to so in the event of a continuing or <br /> subsequent delinquency or default. A party's waver of one or more defaults <br /> does not constitute a waiver of any other delinquency or default. If any legal <br /> action or other proceeding is brought for the enforcement of this Agreement <br /> or because of an alleged dispute, breach, default or misrepresentation in <br /> connection with any provisions of this Agreement, each party shall bear its <br /> own costs. <br /> 10.5. Severability. If any term or provision of this Agreement or the application <br /> thereof to any person or circumstance shall, to any extent, be held invalid <br /> or unenforceable for the remainder of this Agreement, then the application <br /> of such term or provision to persons or circumstances other than those as <br /> to which it is held invalid or unenforceable shall not be affected, and every <br /> other term and provision of this Agreement shall be deemed valid and <br /> enforceable to the extent permitted by law. <br /> 10.6. Availability of Funds. The obligations of the SWDD under this Agreement <br /> are subject to the availability of funds lawfully appropriated for its purpose <br /> 11 <br />