Which Party will prevail and why?

A contract is made between two parties. The terms of the contract are complete and unambiguous. A dispute arises between the Parties. Party A wants to pull out of the contract without penalty. Party B argues that Party A’s proposed action is prohibited by the express terms of the contract. Party A argues that the Parties verbally agreed to ignore that provision of the contract that would impose a penalty on Party A. Which Party will prevail and why?

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