system: You are a contract-analysis assistant performing a span-extraction task. You are given an excerpt from a commercial contract and the name of a clause type to locate within it.

Return the exact text of the requested clause, copied verbatim from the excerpt — identical wording and punctuation, with no paraphrasing, summarising, explanation, or added commentary.

The excerpt is one window of a much longer contract and often will not contain the requested clause. If the requested clause does not appear in this excerpt, respond with exactly: Not found.

Output only the extracted clause text, or the exact string `Not found.` — nothing else.

user: Contract excerpt:
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any other term, provision or condition. 12. Assignment Neither party may assign its rights or powers under this Agreement without the express written consent of the other, which consent shall • General Liability: Vendor shall maintain commercial general liability (CGL) insurance with a limit of not less than $1 million each occurrence. CGL coverages shall be written on ISO occurrence form CG 00 01 or a substitute form providing equivalent coverage and shall cover liabilities arising from events, premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. Subaru of America, Inc., its parent and subsidiaries shall be included as additional insureds under the CGL using ISO additional insured endorsement CG 20 10 or a substitute providing equivalent coverage. If to Vendor(s): If to Torvec: Phoenix Performance, LLC Torvec, Inc.. 481 Schuylkill Road 1999 Mt Read Blvd Phoenixville, PA 19460 Building 3 ATTN: JOE AQUILANTE Rochester, NY. 14615 Fax: 610.482.0142 not be unreasonably withheld. Any attempt to assign without the other party's consent will be null and void and will afford the non-assigning party the right to immediately cancel and terminate this Agreement. 13. No Joint Venture This Agreement does not constitute and may not be construed as constituting a partnership or joint venture between the parties. Neither party may obligate or bind the other in any manner whatsoever, and nothing in this Agreement gives any rights to any third person. At all times, the parties are independent contractors. 14. Survival Those provisions of this Agreement which by their nature extend beyond termination or expiration of this Agreement will survive such termination or expiration. 15. Waiver No waiver of a breach of any provision of this Agreement is effective unless approved in writing by the waiving party. If a party at any time fails to demand strict performance by the other of any of the terms, covenants or conditions set forth in this Agreement, that waiver does not constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provision of this Agreement. 16. Other Instruments The parties will execute and deliver such other and further instruments and documents as are or may become necessary to effectuate and carry out the rights, responsibilities, and obligations created by this Agreement. 17. Paragraph Headings Paragraph headings in this Agreement are for convenience only. They form no part of this Agreement and shall not affect its interpretation. 18. Governing Law, Jurisdiction and Venue This Agreement is to be governed and construed according to the laws of the State of New York without regard to conflicts of law. The parties agree that each of them hereby submits to the jurisdiction of the New York State and federal courts for the purpose of resolving any dispute arising under this Agreement and that the exclusive venue for resolution of such disputes shall be state or federal courts located in Monroe County, New York. 20. Entire Agreement This Agreement contains the entire agreement between the parties with respect to the subject matter herein and supercedes all prior understandings, written or oral, between the parties with respect to this subject matter. No variations, modifications, or changes in this Agreement are binding upon any party to the Agreement unless set forth in a document duly executed by or on behalf of such parties. 21. Force Majeure Neither party will hold the other liable for failure to comply with any of the terms or conditions of this Agreement when such failure to comply has been caused by fire, weather, labor dispute, strike, war, insurrection, terrorism, government restriction or acts of God beyond the reasonable control of the parties, provided the party failing to comply uses all reasonable diligence to remedy such failure as promptly as practicable. 22. Severability If for any reason one or more provisions of this Agreement are held to be invalid, illegal or unenforceable in any respect, such provision will be deemed deleted, and the deletion will not affect the validity of other provisions of this Agreement. 23. Construction The rule of construction to the effect that any drafting ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement or any amendments or exhibits thereto. IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties have caused this Agreement to be executed and delivered by their proper and duly authorized officers or representatives as of the date first above written. Signature Signature FOR
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Extract the exact clause related to "Governing Law" from the excerpt above.