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11.

Miscellaneous.

(a)

This Agreement constitutes the entire understanding between the parties and

supersedes any and all prior or contemporaneous understandings and agreements, whether oral or written,

between the parties, with respect to the subject matter hereof. This Agreement can only be modified by a

written amendment signed by the party against whom enforcement of such modification is sought.

(b)

The validity, construction and performance of this Agreement shall be governed

and construed in accordance with the laws of the State of Ohio applicable to contracts made and to be

wholly performed within such state, without giving effect to any conflict of laws provisions thereof. The

Federal and state courts located in the State of Ohio shall have sole and exclusive jurisdiction over any

disputes arising under, or in any way connected with or related to, the terms of this Agreement and

Receiving Party: (i) consents to personal jurisdiction therein; and (ii) waives the right to raise forum non

conveniens or any similar objection.

(c)

Any failure by either party to enforce the other party’s strict performance of any

provision of this Agreement will not constitute a waiver of its right to subsequently enforce such

provision or any other provision of this Agreement.

(d)

Although the restrictions contained in this Agreement are considered by the

parties to be reasonable for the purpose of protecting the Confidential Information, if any such restriction

is found by a court of competent jurisdiction to be unenforceable, such provision will be modified,

rewritten or interpreted to include as much of its nature and scope as will render it enforceable. If it

cannot be so modified, rewritten or interpreted to be enforceable in any respect, it will not be given effect,

and the remainder of the Agreement will be enforced as if such provision was not included.

(e)

Any notices or communications required or permitted to be given hereunder may

be delivered by hand, deposited with a nationally recognized overnight carrier, electronic-mail, or mailed

by certified mail, return receipt requested, postage prepaid, in each case, to the address of the other party

first indicated above (or such other addressee as may be furnished by a party in accordance with this

paragraph). All such notices or communications shall be deemed to have been given and received (a) in

the case of personal delivery or electronic-mail, on the date of such delivery, (b) in the case of delivery by

a nationally recognized overnight carrier, on the third business day following dispatch and (c) in the case

of mailing, on the seventh business day following such mailing.

I hereby acknowledge receipt of this agreement and agree to be bound by its terms.

____________________________________

____________

Receiving Party Signature

Date

__________________________________

Printed Name

__________________________________

Office Phone Number

__________________________________

E-mail address

Enclosure #1

Personal Information Confidentiality Agreement Template - Ohio Department Of Veterans Services Page 3

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