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VIII: INDEPENDENT CAPACITY <br />The employees or agents of each party who are engaged in the performance of this MOA shall continue <br />to be employees or agents of that party and shall not be considered for any purpose to be employees or <br />agents of the other party. <br />IX: AGREEMENT ALTERATIONS AND AMENDMENTS <br />This MOA may be amended by mutual agreement of the parties. Such amendments shall not be <br />binding unless they are in writing and signed by personnel authorized to bind each of the parties. <br />X: TERMINATION <br />Either party may terminate this MOA upon 30 days prior written notification to the other party. If this <br />MOA is so terminated, the parties shall be liable only for performance rendered or costs incurred in <br />accordance with the terms of this Agreement prior to the effective date of termination. <br />XI: GOVERNANCE <br />This MOA is entered into pursuant to and under the authority granted by the laws of the State of <br />Washington and any applicable federal laws. The provisions of this MOA shall be construed to <br />conform to those laws. <br />In the event of any inconsistency in the terms of this MOA, or between its terms and any applicable <br />statute or rule, the inconsistency shall be resolved by giving precedence in the following order: <br />a.) Applicable state and federal statutes and rules; <br />b.) Scope of work (Attachment A); and <br />c.) Any other provisions of the agreement, including materials incorporated by reference. <br />XII: WAIVER <br />A failure by either party to exercise its rights under this MOA shall not preclude that party from <br />subsequent exercise of such rights and shall not constitute a waiver of any other rights under this MOA <br />unless stated to be such in a writing signed by an authorized representative of the party and attached to <br />the original MOA. <br />XIII: SEVERABILITY <br />If any provision of this MOA or any provision of any document incorporated by reference shall be held <br />invalid, such invalidity shall not affect the other provisions of this MOA which can be given effect <br />without the invalid provision, if such remainder conforms to the requirements of applicable law and <br />the fundamental purpose of this MOA, and to this end the provisions of this MOAare declared to be <br />severable. <br />XIV: ALL WRITINGS CONTAINED HEREIN <br />This MOA contains all the terms and conditions agreed upon by the parties. No other understandings, <br />oral or otherwise, regarding the subject matter of this MOA shall be deemed to exist or to bind any of <br />the parties hereto. <br />