Common use of Entire Agreement and Construction Clause in Contracts

Entire Agreement and Construction. 14.01 This Agreement constitutes the entire agreement of Xxxx, the Providers, and the Producer with respect to the subject matter hereof, and supersedes all prior understandings and agreements, whether written or oral, about such subject matter. The Producer may not assign this Agreement without the express written consent of Xxxx. 14.02 This Agreement may only be amended, modified, or supplemented by (i) an agreement in writing signed by Xxxx and the Producer or (ii) Xxxx delivering to Producer written notice of its intent to amend the Agreement and a copy of such proposed amendment, which shall automatically become effective forty-five (45) days following delivery of such notice. 14.03 Forbearance, neglect, or failure by either Party to enforce any or all of the provisions of this Agreement or to insist upon strict compliance by the Agreement shall not be construed as a waiver of any rights or privileges of such Party. A waiver of a past act or circumstance shall not constitute or be a course of conduct or waiver of any subsequent action or circumstance. 14.04 In case any of the provisions contained in this Agreement are, for any reason, held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect the validity of any other provision of this Agreement. 14.05 The section headings in this Agreement are for convenience only; they form no part of this Agreement and shall not affect its interpretation. Any reference in this Agreement to law shall mean any applicable statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement or rule of law of any governmental authority with relevant jurisdiction. 14.06 All questions concerning the construction, validity and interpretation of this Agreement shall be governed by and construed in accordance with the domestic laws of the State of Illinois, without giving effect to any choice of law or conflict of law provision (whether of the State of Illinois or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Illinois. This National Producer Agreement is executed as of the Effective Date indicated below by the Producer. THE FOLLOWING INFORMATION MUST BE PROVIDED TO COMPLETE PROCESSING. PLEASE RETURN TO xxxxxxxxxxxxxxxxxxxx@XXXXXX.XXX