20. NON-EXCLUSIVITY. This Agreement shall

not be construed as granting to MPC the

exclusive ri ght to respond to environmental problems experienced by Client; Client reserves the right to contract with other parties for such services as it deems necessary. Furthermore, Client understands that MPC has entered into similar emergency response service agreements with other panties, and as a result ofthose agreements it is possible that MPC may not be available to respond to Client's request for services. MPC does, however, intend to respond to the requests for services by Client if its personnel and equipment are available.

21. PRIMARY RESPONSE FACILITY. Although MPC maintains a worldwide subcontractor network, Client acknowledges that MPC’s primary facility is located in Detroit, Michigan, and upon request by Client for emergency spill response services, MPC shall promptly mobilize reasonably necessary personnel and equipment and proceed to the site where services are to be rendered as quickly as reasonably possible.

22. FORCE MAJEURE. MPC shall not be deemed in default of this Agreement or any duty hereunder to the extent that any delay or failure in the performance of its obligations results, without its fault or negligence, from any cause beyond its reasonable control, including, but without limitation, acts of God, acts of any governmental body, acts or delays of other subcontractors or suppliers, fire, •ood or labor disturbances and severe weather.

23. lNDEPENDENT CONTRACTOR. In performing services under this Agreement, MPC shall be deemed to be acting as an independent contractor, and is not the agent, servant, employee 01' representative of Client.

24. NOTICE. Except as otherwise provided for herein, all notices shall be in writing and sent to the address by certi•ed mail or facsimile number as set forth under the signature of Client and MPC. Either patty may change the contact information by providing notice to the other as provided herein.

25. ASSIGNMENT.

Neither this Agreement, nor any claim or performance obligations

arising in connection with performance of this Agreement, may be assigned

or subcontracted by either party without the prior written consent of the other party. Any such assignment shall not relieve the assigning or delegating party of its obligations hereunder.

or delegation

The captions used herein are

for convenience only and are not

a pait of this agreement and do not in any way limit or amplify the terms and

provisions hereof.

27. GOVERNING [A W.

This agreement shall be governed by and construed in accordance with

the laws of the State of Michigan. All

litigation between the parties arising out of this Agreement shall be tried in federal and/or state courts located in County of Wayne, State of Michigan. The

parties further agree that before such litigation meet to try to resolve such dispute.

is •led authorized representatives ofthe parties shall

28. ENTIRE AGREEMIEN'l‘. This agreement

represents the entire understanding and agreement between the parties hereto, and supersedes any prior oral or written agreements or representation. This Agreement cannot be modi•ed except by written instrument signed by both of the parties hereto.