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experience, insurer, coverage, or other special circumstances.
<br /> 10. Facsimiles; Counterparts,This Agreement may be executed in two or more counterparts, by handwritten
<br /> or electronic signature, all of which shall be deemed to constitute one instrument. A facsimile signature
<br /> shall have the same effect as the original
<br /> 11. No Construction Against the Drafter. The Parties agree and acknowledge that this Agreement has been
<br /> negotiated at arms-length among sophisticated persons knowledgeable in the matters dealt with herein,
<br /> and each Party participated in its drafting. Accordingly, any rule of law or other statutes, legal decisions or
<br /> common law principles, which would require the interpretation of any ambiguities in this Agreement
<br /> against the Party that drafted it is of no application and hereby is expressly waived.
<br /> 12. Independent Contractors; No Joint Venture. The Parties are strictly independent contractors with respect
<br /> to each other. Notwithstanding anything else herein, the Parties agree that nothing contained in this
<br /> Agreement will be construed to constitute the Parties as partners,joint venturers, co-owners or otherwise
<br /> as participants in a joint or common undertaking,joint venture, employment relationship, or partnership.
<br /> Neither Party is an authorized an agent of the other, nor shall either Party have the right, power, or
<br /> authority to bind the other to any obligations.
<br /> 13. Integration and Modification.This Agreement constitutes the entire agreement among the Parties
<br /> concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, if any,
<br /> among the Parties relating to the subject matter hereof. No amendment or modification of the terms of
<br /> this Agreement shall be binding upon any Party unless reduced to writing and signed by all Parties hereto.
<br /> 14. Authority to Sign.The individuals signing this Agreement represent and warrant that they each have the
<br /> power and authority to enter into this Agreement on behalf of the Party each represents and to bind such
<br /> Party to the obligations contained here.
<br /> 15.Termination. Either Party(the "Non-Defaulting Party") may terminate this Agreement in the event of a
<br /> material breach of this Agreement by the other Party (the "Defaulting Party"), which remains uncured 30
<br /> days or more after receipt by the Defaulting Party of written notice of such breach from the Non-
<br /> Defaulting Party. Without limiting Sponsor's rights or remedies hereunder, if Sponsor terminates the
<br /> Agreement pursuant to this paragraph, Sponsored Party shall refund to Sponsor all fees paid, less such
<br /> proportionate amount applicable to benefits properly and fully provided by Sponsored Party.
<br /> a. Notwithstanding the above, if, because of war, fire, strike, civil strife,government regulation,
<br /> enforcement of federal law(s) which may tend to endanger public safety, natural catastrophe, an act of
<br /> terrorism or public enemy, an act of God, pandemic, or any reason beyond the reasonable control of
<br /> SAP&R,the Event or any part thereof is prevented from being held or is cancelled by SAP&R,SAP&R
<br /> shall determine and refund to Volkswagen all partner fees received by SAP&R from Volkswagen. In no
<br /> case shall the amount of the refund to Volkswagen exceed the amount of the fee paid.
<br /> 16. Force Maieure. Neither party shall be liable to the other for any default or delay in performance of any of
<br /> its obligations hereunder if such default or delay is caused directly or indirectly by circumstances beyond
<br /> such party's reasonable control, including but not limited to, wars, rebellions,terrorist acts, sabotage,
<br /> accidents, epidemic, or other Act of God (each a "Force Majeure Event"). If an event covered by this
<br /> Agreement is cancelled due to a Force Majeure Event,Sponsored Party shall refund to Sponsor all fees
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