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by a court of competent jurisdiction shall constitute a material breach of this agreement by ICC and <br />subject the Agreement to termination by the Licensee pursuant to Paragraph 5(b)(i). <br />(k) Entire Agreement. <br />This instrument constitutes the entire Agreement between the parties and incorporates all prior <br />understandings, whether written or oral, between them with respect to the matters contained in this <br />Agreement. This Agreement may not be modified except by a writing signed by authorized <br />representatives of both parties. <br />(1) Equitable Relief. <br />Licensee acknowledges and agrees that (i) the unauthorized use or disclosure of the Licensed Materials <br />would cause irreparable harm and significant injury to ICC which would be difficult to ascertain and <br />which would not be compensable by damages alone, and (ii) ICC shall have the right to seek injunctive <br />relief, specific performance or other equitable relief without prejudice to any other rights and remedies <br />that it may have for such a breach of this Agreement. <br />IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by its duly authorized <br />representatives as of the day and the year first above written. <br />By: <br />Date: f - ?0-0 1 <br />Mark A Jolmsor. <br />Executive Vice 'resident & Director of Business Development <br />International Code Council, Inc. <br />By: Date: <br />Mayor, City of Ramsey <br />By: Date: <br />City Administratory, City of Ramsey <br />Page 7 of 9 <br />