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DocuSign Envelope ID: 67706E7E-0794-4F3C=AF08-23523786F737 b. No Waiver: A Party's failure to insist upon strict performance of any provision or obligation of this Agreement for any period of time is not a waiver of that Party's right to demand strict compliance in the future: Ain express or implied consent to or waiver of any breach.or default in the performance of any obligations under this Agreement is not a consent to or waiver of any other breach or default'in the performance of the same or of any other obligation. c. " Governing Law; Venue: This Agreement is governed, construed, and administered according to the laws of the State of Florida, as from time to time amended, and any applicable federal law. No effect is given to any - choice -of -law or:coriflict=of-law provisionor rule (whether of the State of Florida or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Florida. A cause of action arising out of this Agreement includes any cause of action seeking to enforce any provision: of or based on any matter arising out.of or in connection with this Agreement or the transactions contemplated by it. The.Parties agree that any suit, action, or proceeding—whether in contract; tort, or otherwise—arising out of this Agreement must be brought in a state_ or federal court :or courts located in the State of Florida if one of these courts has subject-matter_jurisdiction over the suit; action, or proceeding. Any cause of action arising out of this Agreement is -deemed to have arisen from a transaction of business in the State of Florida. Each Party irrevocably -consents to the jurisdiction of these courts (and their respective appellate courts) in any cause of action arising out of this Agreement: To the fullest extent permitted by law,.'each Party irrevocably waives any objection that it may have now or later to the venue of any action arising out of this Agreement in any of these courts, including an inconvenient forum petition: d.. Dispute Resolution: Any controversy, dispute or claim arising out of or relating to this Agreement or breach thereof shall first attempt to be settled through good faith negotiation between the Parties: If the dispute cannot be settled through negotiation; :the parties.agree to attempt in good faith to settle the dispute by mediation before resorting to arbitration, litigation, or some other. dispute resolution procedure. The parties shall work in good faith to select a. mutually agreed upon. mediator. If the Parties cannot agree to a mediator, each Party shall -appoint its own mediator. Within ten (10) days of their appointment, the appointed mediators shall"then select aneutral mediator to oversee mediation between the -Parties. e. Attorneys' Fees: In the event of any dispute relating to this Agreement, the prevailing Party shall .be entitled to reimbursement of attorney's fees and costs from the non -prevailing Party. f. Remedies Cumulative: Except to the extent this Agreement expressly provides otherwise,. the rights and, remedies under this Agreement are cumulative and are in addition to and not in substitution for any, other rights and remedies available at -law, in equity, or. otherwise. g. Force Majeure: Either.Party's failure to perform: its duties pursuant to this Agreement will be excused because of.any delay or prevention, directly or indirectly, caused by -any condition beyond its control including, but not limited.to: fires; floods; earthquakes; hurricanes; :disasters; other acts of God; accidents;, riots; wars;. operation of law; strikes; governmental action or regulation; .shortage of -labor, power, supplies or transportation; .or supplier delay, h. Notices: Unless otherwise stated, all notices, requests, consents, claims, demands, waivers, and :other communications called for under this Agreement must be in writing and will be considered given: when delivered by hand (with written confirmation of receipt); when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); on the date.sent by facsimile or email as a PDF document (with confirmation of transmission) if sent during recipient's normal business hours, and on the next business day if sent after normal business hours of the recipient; or on the third day after the date mailed, by certified or registered.mail, return receipt requested, postage. prepaid.. The written notice must be sent to the respective. Parties at the Party's last known address (or at the address a. Party has specified in a notice given in accordance with this Section). i. Severability: The invalidity or unenforceability of any provision of this Agreement does not affect the validity or enforceability of any other provision of this Agreement. If a court of competent jurisdiction determines that any provision is invalid, the remaining provisions of this Agreement are to be construed as if the invalid provision had never been included in this Agreement. Upon a determination that any provision is invalid, illegal, or unenforceable, the Parties to this Agreement shall negotiate in good faith to modify this Agreement to effect the original intent of the. Parties as closely as possible in a mutually acceptable manner so that the transactions contemplated by this Agreemerit can be consummated as originally contemplated to the greatest extent possible. j. Separate Counsel: By signing this Agreement, each Party acknowledges that this Agreement is the product of arms -length negotiations between the Parties and should be construed as such. Each Party acknowledges 4