Governing Law/Jurisdiction. The laws of the State of Oregon govern this Agreement, without reference to the conflict of law principles thereof. Any action or litigation concerning this Agreement must take place exclusively in the federal or state courts in Portland, Oregon, and the parties expressly consent and agree to the exclusive jurisdiction of and venue in such courts and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to such courts. Applicant hereby consents to and agrees to service of process by mail or other method acceptable under the laws of the State of Oregon.

Assignment. This Agreement is binding upon and inures to the benefit of each Member's successors and lawful permitted assigns; however, the Applicant may not assign the Agreement, or any rights or obligations under it, whether by contract or by operation of law, except with the express written consent of the Initiative.

Severability. In the event that any provision of this Agreement conflicts with governing law or if any provision is held to be null, void or otherwise ineffective or invalid by a court of competent jurisdiction, (i) such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and (ii) the remaining terms, provisions, covenants and restrictions of this Agreement will remain in full force and effect.

No Joint Venture. Neither this Agreement, nor any terms and conditions contained herein, will be construed as creating a partnership, joint venture, agency relationship or as granting a franchise.

Entire Agreement/Waiver. This Agreement, along with its exhibits and the Initiative Bylaws and Articles of Incorporation, which are incorporated herein by this reference, constitutes the entire agreement between the Members with respect to the subject matter hereof. Except as set forth in this Agreement or the attachments hereto, this Agreement will not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by each of the parties by their respective duly authorized representatives, provided that the Bylaws may be amended from time to time pursuant to the procedures set forth therein and under Oregon law. No waiver of any breach of any provision of this agreement will constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver will be effective unless made in writing and signed by an authorized representative of the waiving party.