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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and the Parties agree that the election out of Subchapter K of Chapter 1 of Subtitle A of the Code shall, if necessary, be manifested by their execution and filing of all appropriate documentation. The Parties also declare that they are not making any agreement to undertake any business other than that set forth in this Agreement; and nothing in this Agreement is to be construed as a limitation of the powers or rights of either Party to carry on his separate business for his sole benefit; provided, however, the Parties shall cooperate with each other according to the terms and spirit of this Agreement in the performance of their joint venture business operation. 11. Procedure on Termination and Liquidation. On any termination of the Joint Venture, its debt shall be paid or provided for in a manner satisfactory to the Joint Venturers. Then, any unexpended portion of Joint Venture funds shall be distributed to the Joint Venturers in accordance with their prorata ownership in the Joint Venture and all other assets of the Joint Venture shall be distributed as undivided interests to the Joint Venturers ratably according to their prorata interests in the Joint Venture as set forth in Section 6. If any asset is not capable of being distributed on an undivided basis, the Parties shall agree on a price for such asset and it shall be distributed to one Party and a corresponding balance, in cash or property, shall be made of the Joint Venture assets so that each Party receives his proportionate share of all the Joint Venture assets. 12. Sale or Purchase of Interest of Joint Venturer Prohibited. No Joint Venturer shall be authorized or empowered to mortgage, hypothecate, pledge, sell, or transfer, an interest in the Joint Venture, nor confer on any successor or assignee the right to become a Joint Venturer without the consent of the other Joint Venturer. 13. Notice. Any notice which a Joint Venturer shall have occasion to give to the other Joint Venturer shall be deemed sufficient notice for all purposes as to its contents if given in writing, hand delivered, by fax, or prepaid mail, to the address of such Joint Venturer as set out below his signature. 14. Construction. The Joint Venturers declare that in entering into this Agreement, they have contracted with reference to the laws of the Commonwealth of Pennsylvania, and the construction and interpretation of the terms and provisions of this Agreement shall be interpreted and construed under the laws of the Commonwealth of Pennsylvania, except in such cases and to such extent as the laws of another jurisdiction shall necessarily control. 15. Benefit. This Agreement shall be binding on the Joint Venturers and their respective heirs, successors, executors, administrators, and assigns. 16. Counterparts. This Agreement may be signed in counterparts and shall be deemed one original instrument. For Collectible Concepts Group, Inc. By: ____________________________________ Its: ____________________________________ Date: ___________________________________ For Pivotal Self Service Tech, Inc. By: ___________________________________ Its: ____________________________________ Date: __________________________________ EXHIBIT A GENERAL RESPONSIBILITIES OF THE PARTIES Collectible Concepts Group will: 1) Obtain any licenses deemed by the Joint Venturers to add value in the marketing of the Products 2) Prepare any artwork necessary for the reproduction of licensed or branded images for the purpose of manufacturing the Products and / or packaging 3) In concert with PVSS, appoint appropriate sales agents and / or representatives and distributors to sell the Products into specific retail channels 4) Prepare marketing materials for sales agents', representatives' and distributors' use in presentations to prospective clients 5) Engage in any support activities required to promote and sell the Products 6) Provide fulfillment services through affiliates for final distribution of the Products Pivotal Self Service Tech, Inc. will: 1) Provide the Products in accordance with the specifications and quantities and time frames designated by CCGI 2) Provision any additional Products deemed by the Joint Venturers to be salable through the channels established by CCGI 3) Negotiate such favorable pricing and terms with the suppliers of the Products so as to assure the viability of the Joint Venture offerings and the continuity of Product availability to the customers of the Joint Venture 4) Provide alternate fulfillment and distribution services of the Products as backup to those provided by CCGI 40
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Extract the exact clause related to "Effective Date" from the excerpt above.