Add the headings to the clauses. Choose the items from the list.

(1 p.)

a) (1 p.) . Nothing in this agreement is intended or is to be deemed to create a partnership or joint venture between the Institution and the Seller.

b) (1 p.) . No waiver or modification of any of the terms of this agreement will be valid unless in writing. No waiver by either party of a breach hereof or default hereunder will be deemed a waiver by such party of any subsequent breach or default.

c) (1 p.) . If any particular term, covenant, or provision of this agreement is determined to be invalid or unenforceable, the invalidity or unenforceability thereof will not affect the remaining provisions of this agreement, which will nevertheless remain in full force and effect.

d) (1 p.) . Performance by either party under this agreement is excused during the period such performance is prevented or delayed by government restrictions (whether with or without valid jurisdiction), war or warlike activity, insurrection or civil disorder, or any other causes similar or dissimilar to the foregoing that are beyond the control of either party and are not foreseeable at the time the agreement is executed.

e) (1 p.) . Any captions or headings to the sections of this agreement are solely for the convenience of the parties hereto, are not part of this agreement, and are not to be used for the interpretation or determination of the validity hereof.

f) (1 p.) . This agreement may be executed in counterparts and either party hereto may execute any such counterpart, each of which when executed and delivered will be deemed to be an original and all of which counterparts taken together will constitute one and the same instrument.

g) (1 p.) . Neither party hereto may assign this agreement without the written consent of the other, such consent not to be unreasonably withheld.

h) (1 p.) . This agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all pre-existing agreements and understandings between them with respect thereto.

i) (1 p.) . This agreement is to be governed for all purposes by, and construed in accordance with the law of _______________ and venue is to lie exclusively in the courts for _______________________.