Section 12: Miscellaneous.
This Agreement supersedes any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way. Parties acknowledge that all representations, obligations, agreements and conditions with respect to the subject matter of this Agreement are contained herein. Parties acknowledge that no representations, obligations, agreements or conditions, oral or otherwise, exist which are not stated in this Agreement.
The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party. Parties agree that all issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of Ohio. Parties agree to venue in both state and federal courts situated in Franklin County, Ohio and waive all objections to inconvenience of forum. The provisions of this Agreement may be amended or waived only with the prior written consent of the Company and Contractor, and no course of conduct or course of dealing or failure or delay by any party hereto in enforcing or exercising any of the provisions of this Agreement (including, without limitation, the Company's right to terminate this Agreement) shall affect the validity, binding effect or enforceability of this Agreement or be deemed to be an implied waiver of any provision of this Agreement.
Company, in any legal action brought by one party against the other and arising out of this Agreement shall be entitled, in addition to any other rights and remedies it may have under the law and in equity, to reimbursement for its expenses, including court costs, and reasonable attorneys' fees. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any action in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. Neither Party will be responsible for any delay or failure to perform resulting from events beyond its reasonable control, including without limitation Acts of God, war, insurrection, labor disputes, floods, storms, outages and the like occurrences.
The Company reserves the right to assign this Agreement to an affiliated, successor or any other company, business or entity without notice. In the event this Agreement is assigned, all of the terms and conditions hereunder remain in full force and effect. This Agreement may not be assigned by the Contractor.