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<br />subsequent defaults. Every right and remedy given by this Agreement to the parties may be <br />exercised from "time to time" and as often as may be deemed expedient by those parties. <br /> <br />13.12 Applicable Law. This Agreement and its execution, interpretation, and <br />performance shall in all respects be controlled and governed by the laws of the State of <br />North Carolina. Any civil action or legal proceeding arising out of or relating to this <br />Agreement shall be brought in the General Court of Justice sitting in Orange County, North <br />Carolina. Each party consents to the sole and proper jurisdiction of such court in any such <br />civil action or legal proceeding and waives any objection to the laying of venue of any such <br />civil action or legal proceeding in such court. Binding arbitration may not be initiated by <br />either party, however, the parties may agree to nonbinding mediation of any dispute prior to <br />the bringing of a suit or action. <br /> <br />13.13 Acknowledgement. The parties hereto acknowledge that they have been <br />provided with a copy of this Agreement for review prior to signing it, that they have been <br />given the opportunity to review it prior to signing it, that they have been given the opportunity <br />to have this Agreement reviewed by their attorney prior to signing it, and that they understand <br />the purposes and effect of this Agreement. <br /> <br />13.14 Severability. If any provision or provisions of this Agreement shall be held <br />to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other <br />provisions of this Agreement, and this Agreement shall be construed and enforced as if <br />such provision or provisions had not been included. <br /> <br />13.15 Intellectual Property. Owner acknowledges that Manager has certain <br />intellectual property, trade secrets, and proprietary business techniques ("Intellectual <br />Property") that it will use on behalf of Owner to meet its obligations under this Agreement. <br />Owner acknowledges that it obtains no ownership rights whatsoever in any Intellectual <br />Property of Manager existing prior to the Effective Date and, upon termination of this <br />Agreement, Manager shall retain all rights to such Intellectual Property and remove such <br />Intellectual Property from the Facility and its operations. For purposes of this Agreement, <br />the term Intellectual Property shall include, without limitation, analytical tools and <br />documented procedures for forecasting, performance tracking, operational and marketing <br />systems that are unique to Manager's approach, staff training programs, program curriculum <br />and agendas, rights to certain discounts or programs that Manager has negotiated for <br />Manager-operated facilities, and other intellectual property which Manager has previously <br />introduced to the Facility and of which Manager is an author. The term Intellectual Property <br />also includes anything Manager makes, creates, or has made or created that is Facility- <br />specific including and not limited to photos, drawings, plans, specifications, and media the <br />ownership of all of which shall be and remain with Owner upon any termination of expiration <br />of this Agreement. <br /> <br />13.16 Youth Sports. All Orange County recreation facilities are operated <br />primarily to benefit Orange County residents at reasonable and affordable costs. Manager <br />may offer adult sports leagues and teams at the Facility. Additionally, the Manager shall <br />offer non-travel house/recreational level youth sports teams, leagues, matches, and access <br />Docusign Envelope ID: 177AA06A-30B4-42FF-A85A-78B5A7C51DBE