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Elk River Municipal Utilities 29 SupplierCore & Main LP <br />40. Survival <br />The rights and obligations of the Parties under this Agreement that would by their nature survive <br />the expiration or termination of this Agreement, including, but not limited to, those pertaining to <br />further assurances, confidentiality, applicable laws and courts, safety and compliance with codes <br />and other laws, warranty, indemnification, insurance, limitations of liability, and severability <br />shall survive the expiration or termination of this Agreement. <br /> <br />41. Assignment <br />Neither Party may assign or transfer any part of this Agreement without the written consent of <br />the other Party. In the event of a consented assignment, the assignee shall be bound by the terms <br />of this Agreement and shall remain liable for obligations under this Agreement. If for any reason <br />the relationship between Supplier and the meter manufacturer ends, the meter manufacturer will <br />develop an agreement directly with the customer for continued service and support of the <br />solution. Any other attempt to transfer or assign is void. <br /> <br />42. Governing Law and Venue <br />This Agreement will be governed by, construed, and enforced in accordance with the laws, rules, <br />and regulations of the State of Minnesota without regard to its conflicts of law principles. Venue <br />for any legal proceedings arising from or concerning this Agreement shall be in the District <br />Court in the County of Sherburne, State of Minnesota. <br />43. Publicity <br />The Parties shall not at any time use the name or trademark of the other Party in any advertising <br />or form of publicity without the prior written consent of the other Party. <br /> <br />44. Entire Agreement <br />This Agreement and the appendices and documents incorporated herein by reference shall be <br />deemed to include the entire Agreement between the Parties and shall supersede all other <br />previous and contemporaneous understandings, commitments or representations, whether oral or <br />written, and all subsequent oral agreements concerning the subject matter hereof. Neither <br />Supplier nor ERMU shall claim any modification resulting from any representation or promise <br />made at any time, by an officer, agent or employee of either Party or by any other person unless <br />such modification is in writing and signed by the Parties as an amendment or Change Order to <br />this Agreement. Each Party acknowledges that the other Party has not made any representations <br />other than those that are contained herein. All communications, including email, voicemail, and <br />oral discussions in connection with this Agreement are for informational purposes only. <br /> <br />45. Execution in Counterparts <br />This Agreement may be executed in two (2) or more counterparts, each of which, upon execution <br />and delivery, shall constitute a single and complete Agreement. Signature pages may be detached <br />from counterparts and attached to a different counterpart to create a single document. <br />221