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21. GOVERNING LAW. This Agreement and all questions arising in connection <br /> with it shall be governed by the laws of the State of Minnesota. The rule of construction of <br /> interpreting a contract against its drafter will not apply to this Agreement. <br /> 22. BINDING EFFECT. This Agreement shall be binding upon and inure to the <br /> benefit of Employer, its successors and assigns, and Employee, Employee's heirs and legal <br /> representatives. <br /> 23. ASSIGNMENT. The rights of Employee hereunder are personal and may not be <br /> assigned or transferred unless consented thereto in writing by Employer. <br /> 24. ENTIRE AGREEMENT; AMENDMENT. This Agreement constitutes the entire <br /> agreement between the parties and supersedes all prior oral and written agreements between the <br /> parties and between Employee and any other former employer relating to the same subject matter. <br /> This Agreement may be amended only if it is in writing and signed by each of the parties. <br /> 25. SEVERABILITY. The invalidity of any portion of this Agreement will not and <br /> shall not be deemed to affect the validity of any other provision. In the event that any provision of <br /> this Agreement is held to be invalid,the parties agree that the remaining provisions shall be deemed <br /> to be in full force and effect as if they had been executed by both parties subsequent to the <br /> expungement of the invalid provisions. <br /> 26. WAIVER. The failure of either party to complain of any default by the other party <br /> or to enforce any of such party's rights, no matter how long such failure may continue, will not <br /> constitute a waiver of the party's rights under this Agreement. No waiver of any provision of this <br /> Agreement shall constitute waiver of any other provision or a waiver of the same provision at any <br /> later time. <br /> 6 <br />