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C. Bankruptcy. If either Party is unable to pay its debts when due, or makes any assignment for the benefit of creditors or an arrangement pursuant to any bankruptcy law, or files or has filed against it any petition under the bankruptcy or insolvency laws of any jurisdiction, or shall have or suffer a receiver or trustee to be appointed for its business or property, or be adjudicated as bankrupt or an insolvent, and /or D. Cessation of Business. If either Party shall discontinue its business as it is now conducted. 2. Right of Termination. If a defaulting Party has failed to cure any Default within thirty (30) days of receipt of written notice from the other Party specifying such Default, the non - defaulting Party shall, in addition to all other rights and remedies available to it at law or equity, have the right to terminate this Agreement. XII. MISCELLANEOUS. 1. Compliance With Laws. Organizer shall ascertain the existence and applicability of, and comply with any other applicable federal, state and municipal laws and regulations, including without limitation the Americans with Disabilities Act (ADA), its amendments, and any applicable state and /or local disability law. 2. Post Tournament Review. Within a reasonable time after the completion of each Tournament during the Term, Organizer will submit the following information to the TOUR: A. Charitable Beneficiaries. A list of the Tournament charitable beneficiaries, as well as the amount of money contributed to any charitable or educational entity as a result of the Tournament; and B. Spectators. The total number of spectators that attended the Tournament. 3. Tournament Market Research. Organizer acknowledges and agrees that the TOUR will have the right to conduct market research at or in connection with the Tournament as it may reasonably elect; provided, that, the TOUR shall notify Organizer with reasonable advance notification of its intent to conduct such research at Tournament Site and will provide Organizer with the results of any such research directly related to the Tournament. 4. Governing Law. The validity of this Agreement and the interpretation of any of its terms or provisions, as well as the rights and duties of the Parties herein, shall be governed by the laws of the State of Florida. 5. Dispute Resolution. In the event of a dispute or controversy arising out of or relating to this Agreement, including the termination provision hereof, the Parties hereby agree to mediate said dispute or controversy in Florida according to the rules of the American Arbitration Association ( "AAA ") then in force If any such controversy or claim cannot be resolved by mediation, said controversy or claim shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the AAA. The arbitration proceeding shall be conducted by one (1) arbitrator (preferably a retired judge) as mutually selected by the Parties or, if the Parties are unable to agree, as selected by the AAA. Discovery, if any, shall be limited to matters and documents that have a direct bearing on the subject matter of this Agreement and the claim or controversy and in no event shall either Party be obligated to expend out -of- pocket an amount exceeding Five Thousand Dollars ($5,000) in the aggregate to comply with discovery requests hereunder. A judgment upon the award rendered by the arbitrators shall be final and non - appealable, and may be entered in any court having jurisdiction thereof. The arbitration shall be held in Daytona Beach, Volusia County, Florida, or such other location as the Parties may mutually agree. This provision shall not be interpreted to prevent either Party from seeking injunctive relief. 021512 Blackihom .FGTAToumament.DRAFT(2)K &PCS comments 13