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XI. GOVERNING LAW: The parties hereby agree that any dispute regarding the <br /> interpretation or validity of, or otherwise arising out of, these standard terms and <br /> conditions <br /> for sale, or relating to the support hereunder shall be subject to the exclusive jurisdiction of <br /> the courts, and governed by the laws of,the State of Minnesota without regard to that body <br /> of law controlling conflicts of law. <br /> XII. TERMINATION OF AGREEMENT: <br /> 1. Termination upon Notice.Notwithstanding any other provisions of this Agreement, <br /> either party hereto may terminate this Agreement at any time by giving fourteen (14) <br /> days written notice to the other party. <br /> 2. Termination on Occurrence of Stated Events. This Agreement shall terminate <br /> automatically on the occurrence of assignment of this Agreement by either party without <br /> the express written consent of the other party. <br /> 3. Termination by the Member for Default of NJPA. Should NJPA default in the <br /> performance of this Agreement or materially breach any of its provisions,the Member, at <br /> the Member's option, may terminate this Agreement by giving written notification to <br /> NJPA. <br /> 4. Termination for Failure to Make Agreed-Upon Payments. Should the Member fail to pay <br /> the NJPA all or any part of the fees set forth in this Agreement on the due date, NJPA, at <br /> NJPA's option, may terminate this Agreement if the failure is not remedied by the <br /> Member within thirty(30)days from the date payment is due. <br /> XIII. NOTICES: All notices and demands of any kind which the Member or NJPA may be <br /> required or desire to serve upon the other under the terms of this Agreement shall be in <br /> writing and shall be served by personal service or by mail at the address of the receiving <br /> party set forth above(or at such different addresses as may be designated by either party <br /> by written notice to the other party).All notices or demands by mail shall be by certified <br /> or registered mail, return receipt requested, and shall be deemed complete three days after <br /> mailing. Notices sent to NJPA shall be addressed to the attention of"Legal Services." <br /> XIV. UNENFORCEABLE PROVISIONS: In the event that any of the provisions of this <br /> Agreement shall be held by a court or other tribunal of competent jurisdiction to be <br /> unenforceable,the remaining portions of this Agreement shall remain in full force and <br /> effect, provided that in such event the parties agree to negotiate in good faith substitute <br /> enforceable provisions which most nearly effect the parties' intent in entering into this <br /> Agreement. <br /> Page 3 of 4 <br /> Pequot Lakes Agreement 612016 <br />