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Page 2 <br />not, directly or indirectly, disclose the same or any part thereof to any person or entity except upon the <br />express written consent of the Consultant. <br />6. Miscellaneous. <br />a. Delegation of Duties. The Consultant shall not delegate its duties hereunder to any third party without the <br />express written consent of the Client. <br />b. No Third Party Beneficiary. No third party shall have any rights or remedies under this Agreement. <br />c. Entire Contract: Amendment. This Agreement constitutes the entire agreement between the parties with <br />respect to the subject matter hereof, and supersedes all prior written or oral negotiations, understandings <br />or agreements with respect hereto. This Agreement may be amended in whole or in part by mutual <br />consent of the parties, and this Agreement shall not preclude the Client and the Consultant from entering <br />into separate agreements for other projects. <br />d. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the <br />State of Minnesota. <br />Severability. To the extent any provision of this Agreement shall be determined invalid or unenforceable, <br />the invalid or unenforceable portion shall be deleted from this Agreement, and the validity and <br />enforceability of the remainder shall be unaffected. <br />Notice. All notices required hereunder shall be in writing and shall be deemed to have been given when <br />delivered, transmitted by first class, registered or certified mail, postage prepaid and addressed as <br />follows: <br />If to the Client: <br />If to the Consultant, to: <br />Springsted Incorporated <br />380 Jackson Street <br />Suite 300 <br />St. Paul, MN 55101-2887 <br />Attention: Managing Principal <br />The foregoing Agreement is hereby entered into on behalf of the respective parties by signature of the following <br />persons each of whom is duly authorized to bind the parties indicated. <br />FOR CLIENT SPRINGSTED Incorporated <br />Name, Title Ms. Sharon Klumpp, Senior Vice President <br />Springsted <br />