A Party’s failure to enforce, at any time or for any period of time, any provision of this Agreement, or to exercise any right or remedy  hereunder, shall not constitute a waiver of such provision, right or remedy or prevent such Party from enforcing any or all provisions of this Agreement and exercising any of its rights or remedies hereunder.  To be effective any waiver must be in writing.  The respective rights and remedies of the Parties provided herein are cumulative and do not exclude any other right or remedy of the Parties provided by law or otherwise available except as expressly set forth herein.