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dependents, as and whenever applicable) to and their participating dependents affected employees (and their dependents) of termin or otherwise. In the Oki of 1hanges i ; a deemed to cate#tltWu RIN to all employe Administrator to may Tplomor 4qmd l . notices to them hereunder and to notify the employees. Iqt U -also shall bo the responsibility of Client to notify all i off Agreeas **A* nistmtor pursuant+l AdivIO i thation of, the Agreement, notice to or by Client shall b0i their dependents, and no further ;notice need be given order Wr sf)ectuate any change ;,# V00066, htb*&br;laade available hereby. C Apptieaiyle ll twt Venue, Consent to Jurisdiictioz This Agreement shall be governed by, and construed and interpreted in accordance wit, illi* a titernal#ltht '`t}iio State of Florida without regard to conflicts of law y principles thereof. The Parties agree that the exclusive venue for any action, suit, claim, counterclaim, cross- claim or otherwise with respect to this Agreement and/or the subject matter hereof shall be in the Federgadd E j: state courts silting in Indian r'.4 r,'Florida (the "Florida Courts'), and each Party knowingly and voluntarily hereby submits and consents to the jo*diction of said courts over such Party and hereby expressly waives and releases any and all defenses, claims or other rights or remedies it may haV*,4t l assert or allege to establish that jurisdiction•or venue in the Florida CmMj4*%or, improper or otherwise invalid in any respect. As such, eaclli) 'agrees that any such Florida 60ttrta shall have in person► jurisdiction over it and consents to sovioe*process in any manner authorized by Florida law, Each Party Anther covenants not to sue the otherParty-or such ar 's Representatives) in any eoojurisdiction other 'then the Florida Courts. D. Entire Agreement; Construction. . 1. This Agreement (as defi=4 k Aj*k 1(Ccrftjn Definihoo,10 constitutes the ante agreement and ands a ti�ta 11'i4s tia.r or4w itr written communication between the Parties with tis to -the "jea kagmhereof This Agreement may be amended or modified at arty time (without notice to any Ntomber or other third party) in writing, signed by authorized representatives of. l # stra*t d 0919, 1Il Representative of the Administrator is authorized to amend orvary the termsmW 0MA11M vMs Agreement or to make any agreement or promise not specifically omtained herein or to waive any provision hereof other than by the means prescribed above -in tl `AM610 ltM.l X In the event eny provision of this Agreement "I be determined invalid or unenforceable, such imi0,. ortmenforceability shed tlrl(#nvalidAtlfyDlmARI I forceable the entire Agreement, but rather this Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions and the rights and obligations of the Parties shall be construed and enforced accordingly; provided, thea ifitta iunenforceability -Dt such provision(s) shall, in the reasonable, good faith opinion of either Party, have a material adverse effect on such Party's rights or obligations under this Agreement, then the Agreement may be terminated by such Party upon d ft ( O) days advance written notice by such -0 ills odW PAO, 3. The Parties acknowledge that: (i) this Agreement is the prodad. of good faith, arm *4 nem betyYeala� ;p6*F*rties possess substar�ioyoggal bargaining poya t each Party has had the opportunity to obtain the advice of lel iptiunsel regarding ttut 'POPM and execution of this Agreement. ` 4. This Agreement is not a third party beneficiary contract, nor shall this Agreert pio...° bd construed or deemed to create) any rights or remedies, whether legal, equitable Abe against Administrator, behalfofimbersorll►f►tllydp _, as i. � This Agreerrtafttv'oot`itoD�insurance and Adminis*OD i tllk;l ref t . Client's liabilityunder,orr, t Jlrei'4m I atherwtim.+p3ai A&Agreement, Client has and will retain thE#esponsrbility for payment ofPreItrttg Claims and:. ether expenses under the Plan. 'iRD Ill 1'f f% ' 'TIIdM CONTAINED HEREIN ISIf tvMI) DENT A 0"S "* JftAM tiJVCRETS OF ESI ANDUSEMFITS 87 is F L: