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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on behalf of AEIS by an executive officer. No other employees of AEIS have authority to modify or waive any term of this Agreement. This Agreement may be assigned by AEIS to any parent, subsidiary, affiliated or associate corporation without Seller's consent and shall, whether or not so assigned, inure to the benefit of any AEIS parent, subsidiary, associate or affiliate thereof which pays or becomes liable upon any Cards delivered to Seller under this Agreement. 4. This Agreement shall remain in force until terminated by either party by notice given in accordance with paragraph 8, below and in accordance with Section 14(h) of the Agreement. a. Notices so given shall, unless otherwise specified therein, be effective upon receipt whereupon both parties shall cooperate in an effective wrap up of all outstanding issues and transition of inventory and other termination responsibilities as determined by AEIS. b. Upon such termination, Seller shall forthwith remit to AEIS or their agents all unsold Cards and shall safeguard such Cards during transit to AEIS in such a manner as detailed in Section 2(h) herein. 15 5. The rights of AEIS hereunder shall not be prejudiced or restricted by any time given or forbearance extended to Seller in the enforcement of its rights and no waiver by AEIS of their rights in respect of any breach hereof by Seller shall be deemed to operate as a waiver in respect of any subsequent breach hereof. 6. It is agreed between the parties that if any provision of this Agreement is held to be invalid, the remainder of this Agreement shall continue in full force and effect and shall be binding and effective on the parties thereto. 7. This Agreement shall be subject to and governed by the laws of the State of Missouri, USA. 8. All notices hereunder&sbsp;shall be mailed or faxed to the other party as follows: Notices to Seller shall be addressed or faxed to it at the address or fax number set forth on the first page hereof. Notices to AEIS shall be addressed or faxed as to: American Express Incentive Services, L.L.C. with a copy to: General Counsel's Office 1309 North Highway Drive American Express Fenton, MO 63099 200 Vesey Street Attn: Legal Management New York, N.Y. 10285-4908 Fax: (636) 226-2009 Attn: Marcy Wilkov Fax: (212) 640-0360 [Signature Pages Attached] 16 Signed for and on behalf of SCHOOLPOP INC. Name: Paul Robinson -------------------------------------------- Title: Chief Executive Officer Its duly authorized agent in the presence of: Witness -------------------------------------------- Printed name -------------------------------------------- Name: Sheree Herr -------------------------------------------- Title: VP, Legal Management Its duly authorized agent in the presence of: Witness -------------------------------------------- Printed name -------------------------------------------- 17 EXHIBIT 1.A ACKNOWLEDGEMENT OF RECEIPT FORM Schoolpop Inc., a for-profit company incorporated under the laws of the state of Delaware, USA with an office at 3885 Crestwood Parkway, Suite 550, Duluth, GA 30096 USA (hereinafter referred to as "Seller"). Seller, named above, as trustee and agent of AEIS, acknowledges receipt of the Cards listed on page 2 of the Acknowledgement of Receipt Form hereof ("Cards") and agrees: (1) to hold the Cards IN TRUST for AEIS pursuant to the terms of the Trust Agreement; (2) to sell the Cards only in accordance with written instructions from AEIS; (3) to collect such charges for the sale of Cards as Seller may establish from time to time; (4) to safeguard the Cards as a prudent person would safeguard a like amount of his own cash; (5) to notify AEIS promptly, at the address listed on page 2 of the Acknowledgement of Receipt Form hereof, of any loss of Cards due to theft, burglary, fire or any other cause. (6) (A) to be responsible for any loss of Cards unless the Cards were safeguarded in accordance with Section 2.h of the Trust Agreement and the loss occurred without Seller's fault. (B) to be absolutely responsible without regard to Seller's fault for any loss of Cards due to failure to safeguard the Cards in accordance with Section 2(h) of the Trust Agreement or due to the dishonesty of Seller's employees or agents or due to a disappearance which Seller cannot explain. (7) to pay AEIS upon demand for any Cards so lost which have been presented to any establishment or retailer in exchange for service(s) or product(s) so reported by Seller as lost and later used at any establishment or other location or otherwise appear for sale for any reason whatsoever, Seller shall be fully liable for an amount of money equal to the
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Extract the exact clause related to "Governing Law" from the excerpt above.

assistant: This Agreement shall be subject to and governed by the laws of the State of Missouri, USA.