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to assume the defense of such claim or demand, it shall <br /> control such defense, provided that, the Indemnitee shall be <br /> entitled to participate therein at its own expense, and <br /> provided that, the Indemnitor shall not settle such claim or <br /> demand without the consent of the Indemnitee, which consent <br /> shall not be unreasonably withheld. If the Indemnitor does <br /> not acknowledge its indemnity obligation and assume the <br /> defense of such claim or demand, the Indemnitee shall be <br /> entitled to control the defense and settlement of such claim <br /> or demand, provided that, if the Indemnitor acknowledges its <br /> indemnity obligation but does not assume the defense, the <br /> Indemnitee shall not settle such claim without the consent <br /> of. the Indemnitor, which consent shall not be unreasonably <br /> withheld. <br /> 11. Notices. All notices , requests, demands and other <br /> communications required by, or made in connection with, the <br /> Contract or the transactions contemplated by the Contract <br /> shall be in writing and shall be deemed to have been duly <br /> given on the date of delivery, if delivered in person to the <br /> person signing the Contract on behalf of such party (or, in <br /> the case of CLIENT, the contact person identified on the <br /> cover page of the Contract) or three days after mailing if <br /> mailed to such person by certified or registered mail, <br /> postage prepaid, return receipt requested, at the address of <br /> such party set forth in the Contract. <br /> , Such persons and addresses may be changed, from time to <br /> time, by means of a notice given in the manner provided in <br /> this section. <br /> 12. Entire Agreement. The Contract, consisting of the documents <br /> identified on the cover page of the Contract, contains all <br /> of the terms and conditions agreed upon by the parties <br /> relating to the subject matter of the Contract and <br /> supersedes any and all prior or conterdporaneous agreements, <br /> negotiations , correspondence , understandings and <br /> communications of the parties, whether oral or written, <br /> respecting that subject. matter. <br /> 13. Severability. , If any provision of the Contract is held to <br /> be unenforceable for any reason, it shall be adjusted rather <br /> than voided, if possible, in order to achieve the intent of <br /> the parties to the extent possible. In any event, all other <br /> provisions of the Contract shall be deemed valid and <br /> enforceable to the full extent possible. <br /> 14 . Amendment or Rescission. The Contract may not be amended or <br /> rescinded except by a writing duly executed, by the <br /> authorized representatives of all of the parties to the <br /> Contract. <br /> 15. Waiver. No waiver of any term or condition contained in the <br /> Contract by any party to the Contract shall be construed as <br /> a waiver of a subsequent breach or failure of the same term <br /> 4 <br />