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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Exhibit 10.14(a) SECOND AMENDED AND RESTATED EXCLUSIVE AGENCY AND MARKETING AGREEMENT by and between MONSANTO COMPANY and THE SCOTTS COMPANY LLC Effective as of September 30, 1998 TABLE OF CONTENTS Article 1 - DEFINITIONS AND RULES OF CONSTRUCTION 1 Section 1.1 Definitions 1 Section 1.2 Rules of Construction and Interpretation 9 Article 2 - EXCLUSIVE AGENCY AND DISTRIBUTORSHIP 9 Section 2.1 Appointment of the Exclusive Agent 9 Section 2.2 The Agent's Obligations and Standards 10 Section 2.3 Appointment of Sub-Agents and Sub-Distributors 13 Section 2.4 Limitations on Agent 13 Section 2.5 Changes to Markets 13 Section 2.6 Scotts Miracle-Gro Sale Procedures 15 Section 2.7 Compliance 15 Article 3 - ACCOUNTING AND CASH FLOW FOR THE ROUNDUP L&G BUSINESS 17 Section 3.1 Bookkeeping and Financial Reporting 17 Section 3.2 Ordering, Invoicing and Cash Flow Cycle 18 Section 3.3 Expenses and Allocation Rules 19 Section 3.4 Resolution of Disputes Arising under Article 3 20 Section 3.5 Fixed Contribution to Expenses 20 Section 3.6 Commission 20 Section 3.7 [Intentionally deleted] 21 Section 3.8 Additional Commission 21 Article 4 - ROUNDUP L&G BUSINESS MANAGEMENT STRUCTURE 23 Section 4.1 Underlying principles for the Roundup L&G Business Management Structure. 23 Section 4.2 Steering Committee 23 Section 4.3 Business Units 25 Section 4.4 Global Support Team 25 Article 5 - DUTIES AND OBLIGATIONS OF MONSANTO 26 Section 5.1 Monsanto's Obligations and Rights 26 Section 5.2 Warranties 27 Article 6 - REPORTS AND ADDITIONAL OBLIGATIONS OF THE PARTIES 27 Section 6.1 Cooperation 27 Section 6.2 Use of EDI 27 ii Section 6.3 The Agent's Systems and Reporting Obligation 27 Section 6.4 Employee Incentives 28 Section 6.5 Insurance 28 Section 6.6 Liens 28 Section 6.7 Promoting Safe Use-Practices 29 Section 6.8 Monsanto Inspection Rights 29 Section 6.9 Recalls 29 Section 6.10 New Roundup Products 29 Section 6.11 Additional Roundup Products 32 Section 6.12 Confidentiality 34 Section 6.13 Noncompetition 35 Section 6.14 Industrial Property 37 Section 6.15 Conflicts of Interest 38 Section 6.16 Records Retention 39 Section 6.17 Additional Covenant of the Agent 39 Section 6.18 Roundup Telephone Number 39 Section 6.19 Additional Obligations 39 Article 7 - [Reserved] 39 Article 8 - REPRESENTATIONS, WARRANTIES, AND COVENANTS 39 Section 8.1 The Agent's Representations and Warranties 39 Section 8.2 Monsanto's Representations and Warranties 40 Article 9 - INDEMNIFICATION 41 Section 9.1 Indemnification and Claims Procedures 41 Article 10 - TERMS, TERMINATION, AND FORCE MAJEURE 42 Section 10.1 Terms 42 Section 10.2 [Reserved] 42 Section 10.3 [Reserved] 42 Section 10.4 Termination by Monsanto 42 Section 10.5 Termination by the Agent 47 Section 10.6 Roundup Sale 50 Section 10.7 Effect of Termination 52 Section 10.8 Force Majeure 53 iii Section 10.9 [Intentionally deleted] 53 Article 11 - MISCELLANEOUS 53 Section 11.1 Relationship of the Parties 53 Section 11.2 Interpretation in accordance with GAAP 54 Section 11.3 Currency 54 Section 11.4 Monsanto Obligations 54 Section 11.5 Expenses 54 Section 11.6 Entire Agreement 54 Section 11.7 Modification and Waiver 55 Section 11.8 Assignment 55 Section 11.9 Notices 56 Section 11.10 Severability 57 Section 11.11 Equal Opportunity 57 Section 11.12 Governing Law 58 Section 11.13 Public Announcements 58 Section 11.14 Counterparts 59 LIST OF EXHIBITS Exhibit D: Permitted Products LIST OF SCHEDULES Schedule 1.1(a): Activated Included Markets Schedule 1.1(b): Roundup Products Schedule 2.2(a): Annual Business Plan Template Schedule 3.2 (d): Form of Reconciliation Statement Schedule 3.3(c): Income Statement Definitions and Allocation Methods Schedule 4.2 (a): Steering Committee Schedule 6.11(a): Additional Roundup Products Schedule 6.11(f): Additional Roundup Products Trademarks iv SECOND AMENDED AND RESTATED EXCLUSIVE AGENCY AND MARKETING AGREEMENT THIS SECOND AMENDED AND RESTATED EXCLUSIVE AGENCY AND MARKETING AGREEMENT by and between Monsanto Company, a Delaware corporation ("Monsanto"), and The Scotts Company LLC, an Ohio limited liability company (f/k/a The Scotts Company, an Ohio corporation) (the "Agent"), is entered into on August 31, 2017 (the "Execution Date"), and shall amend and restate and supersede in its entirety the Amended and Restated Exclusive Agency Marketing Agreement and all other agreements to the extent addressed by or incorporated into this Agreement, dated as of September 30, 1998, as amended and restated as of November 11, 1998, and as amended and/or restated from time to time (collectively, the "Original Agreement"), with respect to the countries and territories described in this Agreement. Other countries and territories included in the Original Agreement that, as of the Execution Date, will no longer be addressed in this Agreement will be addressed in a separate agreement, effective as of the Execution Date, with respect to such countries and territories by and between Monsanto and the
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Extract the exact clause related to "Governing Law" from the excerpt above.