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Page 7 of 12 <br /> <br />14. INDEPENDENT CONTRACTORS. Both parties shall be independent contractors unto one <br />another. Nothing herein contained shall be construed to constitute the parties hereto as partners or as <br />joint venturers, or either as agent of the other, and neither shall have power to obligate or bind the <br />other in any manner whatsoever. <br /> <br />15. SIGNIFICANCE OF HEADINGS. Paragraph headings contained hereunder are solely for the <br />purpose of aiding in speedy location of subject matter and are not in any sense to be given weight in <br />the construction of this Agreement. Accordingly, in case of any question with respect to the <br />construction of this Agreement, it is to be construed as though such paragraph headings had been <br />omitted. <br /> <br />16. SEVERABILITY. If this Agreement or any of its provisions is found to be illegal or unenforceable <br />under the law now or hereafter in effect, then the parties shall be excused from the performance of <br />such portions of this Agreement as shall be found to be illegal or unenforceable under the applicable <br />laws or regulations, without affecting the validity of the remaining provisions of the Agreement. <br /> <br />17. FORCE MAJEURE. Neither party shall be liable for any delays, damages nor failure to act caused <br />by a Force Majeure Event. A Force Majeure Event means an act of God, failure of any <br />governmental or other regulatory agency or national sport governing body to grant necessary permits <br />or approvals, threat and/or acts of terrorism, or any similar contingency beyond its control, and any <br />failure or delay in the performance of the respective obligations of the parties due to a Force Majeure <br />Event shall not be deemed a breach of this Agreement. <br /> <br />18. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding between Sports <br />Endeavors and Orange County relating to the subject matter hereof, and cannot be altered or <br />modified except by an agreement in writing signed by both parties. Upon its execution, this <br />Agreement shall supersede all prior negotiations, understandings and agreements regarding the <br />Facility, whether oral or written, and such prior agreements shall thereupon be null and void without <br />further legal effect. Any terms inconsistent with or additional to the terms and conditions set forth in <br />this Agreement which may be included with a purchase order, acknowledgement, invoice or the like, <br />of either party shall not be binding on the other party hereto. This Agreement may be executed in <br />two (2) or more counterparts, each of which will be considered an original, but all of which will <br />constitute one and the same Agreement. The parties agree that faxed signature copies shall be <br />legally binding. <br /> <br />19. GOVERNING LAWS. This Agreement shall be governed by and construed in accordance with the <br />laws of the State of North Carolina applicable to contracts entered into and wholly to be performed <br />with the State of North Carolina. <br /> <br />20. NO THIRD PARTY BENFICIARIES. Unless otherwise specifically provided herein, no person <br />or entity that is not a party to this Agreement will have any equitable or other rights by virtue of this <br />Agreement. <br /> <br />IN WITNESS WHEREOF, the parties have caused their authorized representative to execute this <br />Agreement as of the date first above written. <br /> <br /> <br />9