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7 <br />proceeding, each Party irrevocably waives the right to trial by jury in any action, <br />counterclaim, dispute, or proceeding based upon, or related to, the subject matter of this <br />Agreement. This waiver applies to all claims against all parties to such actions and <br />proceedings. This waiver is knowingly, intentionally, and voluntarily made by both <br />Parties. <br />16.INDEMNITY <br />The Parties agree to reimburse each other for any and all liabilities, claims, penalties, <br />forfeitures, suits, and the costs and expenses incident thereto (including costs of defense <br />and settlement), which either party may subsequently incur, become responsible for, or pay <br />out as a result of a breach by the other party in default of this Agreement. In the event of <br />legal action initiated by a third party as a result of a breach of this Agreement, the breaching <br />party shall assume the defense of the non-breaching party, including all costs associated <br />therewith. <br />17.WAIVER <br />Neither the failure nor any delay on the part of a Party to exercise any right, remedy, power, <br />or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or <br />partial exercise of any right, remedy, power, or privilege preclude any other or further <br />exercise of the same or of any right, remedy, power, or privilege with respect to any <br />occurrence be construed as a waiver of any such right, remedy, power, or privilege with <br />respect to any other occurrence. No waiver shall be effective unless it is in writing and is <br />signed by the party asserted to have granted such waiver. <br />18.SEVERABILITY <br />If any term or provision of this Agreement is held by a court of competent jurisdiction to <br />be invalid, void, or unenforceable, the remaining terms and provisions of this Agreement <br />shall continue in full force and effect unless amended or modified by mutual consent of <br />the Parties. <br />19.FURTHER ASSURANCES <br />The Parties agree that they will each undertake in good faith, as permitted by law, any <br />action and execute and deliver any document reasonably required to carry out the intents <br />and purposes of this Agreement. <br />Docusign Envelope ID: D62ECB79-50C8-4137-8DF6-C82F0F5007CD