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This Agreement shall be governed by the laws of the State of Vermont, without giving effect to the principles of conflicts of <br />laws. Each party consents to exclusive jurisdiction and venue in the state and federal courts sitting in Chittenden County, <br />Vermont. Each party waives all defenses of lack of personal jurisdiction and forum nonconveniens. <br />21. ENTIRE AGREEMENT <br />This Agreement, including the Exhibits attached hereto, constitutes the entire agreement between the parties with respect to <br />the Information System. Accordingly, all prior agreements, representations, statements, negotiations and undertakings are <br />hereby superseded, except as otherwise specified in Section 10(B) above. <br />22. BINDING EFFECT; ASSIGNMENT. <br />This Agreement shall be binding upon and inure to the benefit of S&S and the Customer and their permitted successors and <br />assigns. Neither party may assign this Agreement or any right or interest under this Agreement, nor delegate any work or <br />obligation to be performed hereunder, without the other party's prior written consent. Notwithstanding the foregoing, either <br />party may assign this Agreement to its successor, without the other party's consent, in the event of a sale of substantially all <br />of its assets or in the event of a merger pursuant to which substantially all of its assets are transferred to the surviving entity, <br />as long as said successor assumes all liabilities and obligations hereunder. <br />Systems & Software, Inc. Confidential <br />11 <br />