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II.    RESPONSIBLE PARTIES AND NOTICE

                  Any notice, request of demand required or permitted to be given hereunder by

           either party will be deemed duly given when mailed by certified mail, postage repaid,

           addressed to the respective parties at the following addresses or at such other addresses

           as either of them may heretofore have designated to the other for such purpose

           For LCAF:                                                 For JLAP:

           Ms. Cheri Cotogno Grodsky                                 Dr. Angela White-Bazile
           Staff Liaison                                             Executive Director
           Louisiana Client Assistance Foundation                    Judges and Lawyers Assistance Program
           601 St. Charles Avenue                                    1405 West Causeway Approach
           New Orleans, LA 70130                                     Mandeville, LA 70471
           (504)619-0107                                             (985)778-0571
           cgrodsky@lsba.org                                         angela@louisianajlap.com

           III.  MISCELLANEOUS


                  1.     Entire Agreement; Modifications; Waivers.  This Agreement constitutes
           the entire agreement and understanding between the parties, regarding the subject matter


           of this Agreement.    No  modification  or  waiver  of  this  Agreement  shall  be binding

           unless in writing and signed by both LCAF and JLAP.

                  2.     Severability.    If  any  provision  of  this  Agreement  is  held  to  be

           unenforceable  for any reason, it shall be adjusted rather than voided, if possible, in order

           to achieve the intent of the parties to the extent possible.

                  3.     Governing Law. This Agreement shall be governed by and construed m

           accordance with the laws of the State of Louisiana.


           IV.  ARBITRATION

                  Any dispute, claim or controversy,  including  equitable relief  under  or concerning

           the performance  of this Agreement,  shall  be submitted  to  binding arbitration conducted

           before  a  panel  of  three  arbitrators  selected by  the  parties,  or   are a cognized provider

           of arbitration  services agreed to by both parties.  The arbitration shall be conducted  in


           English in New Orleans, Louisiana.

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