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14 <br />breach) which breach has not been cured within fourteen (14) days <br />after SeniorNet notifies Organizing Group in writing of the fact <br />and nature of the breach, SeniorNet, acting in its reasonable <br />discretion, may either: <br />(a) withhold any payment due under this Agreement until <br />SeniorNet is satisfied that the breach is cured; or <br />(b) terminate this Agreement for cause by giving Organizing <br />Group written notice of termination, and the effective date of such <br />termination shall be fourteen (14) days after the date that such <br />notice of termination is given. <br />(c) In the event of termination pursuant to subsection (a) above, all <br />documentation and other materials, including Equipment relating <br />to the Agreement shall be transferred by the Organizing Group to <br />SeniorNet or to an entity or person designated by SeniorNet. <br />6. Non-assignment of Organizing Group's Rights and Obligations . <br />Organizing Group may not assign its interests or rights or delegate its obligation <br />under this Agreement to anyone without the approval of SeniorNet. <br />Organizing Group shall have the sole responsibility for ascertaining any federal, <br />state or local tax consequences affecting its business and operations as a result of <br />its participation under this Agreement and shall have sole responsibility for the <br />payment of any and all taxes and duties imposed by all governmental entities <br />resulting from Organizing Group's duties, obligations, performance and receipts <br />under this Agreement. <br />8. Miscellaneous Provision. <br />(a) This Agreement shall be governed by the laws of the State of California. <br />(b) All covenants and agreements herein contained shall extend to be <br />obligatory upon all successors, assigns and subcontractors of the <br />respective parties hereto. <br />(c) One or more copies of this Agreement may be signed by the parties hereto, <br />each of which copies shall be deemed an original and all of which shall be <br />deemed to constitute but one and the same instrument. <br />Appendix A 11/20/97/11/20/97 /11/20/97 <br />