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a~ <br />33. PROCEDURE FOR RESOLVING DISPUTES <br />If issues arise between the Parties regarding this Agreement or <br />performance hereunder, the Parties agree to engage in a prelitigation <br />mediation prior to the filing of an action to interpret this Agreement <br />or enforce its terms. <br />34. WAIVER <br />A decision to delay or forego enforcement of any provision of <br />this Agreement by any of the Parties shall not constitute a waiver of <br />any rights under this Agreement. <br />35. ENTIRE AGREEMENT <br />This Agreement shall constitute the entire understanding between <br />the Parties and shall supersede all prior understandings and <br />agreements relating to the subject matter hereof and may be amended <br />only by written mutual agreement of the Parties. <br />36. EEADINGS <br />The subject headings of the paragraphs of this Agreement are <br />included for purposes of convenience only and shall not affect the <br />construction or interpretation of any of its provisions. This <br />Agreement shall be deemed to have been drafted by the Parties and no <br />rules of interpretation shall be applied to the contrary. <br />37. GOVERNING LAW <br />This Agreement shall be governed by and in accordance with the <br />laws of the State of North Carolina. All actions relating in any way <br />to this Agreement shall be brought in the General Court of Justice in <br />the Counties of Orange, Person or Chatham and in the State of North <br />Carolina, <br />-23- <br />