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6. Assistance With Claims. In the event that any claim, demand, suit or other legal proceeding arising out of any matter relating to this Agreement or the Tournament is made or instituted by any person against the TOUR, Organizer shall, at no cost to Organizer, reasonably cooperate with the TOUR and its legal representatives in the investigation and defense of any such claim or action, and shall provide the TOUR with all information and reasonable assistance in its defense or other disposition provided that the TOUR shall reimburse Organizer for any out -of- pocket costs reasonably incurred in connection therewith. 7. Relationship of the Parties. Nothing contained in this Agreement shall be construed to place the TOUR and Organizer in an agency, partnership or joint venture relationship. Neither Party shall have the right to obligate or bind the other Party in any manner whatsoever, and nothing herein contained shall give, or is intended to give, any rights of any kind to any third persons 8. No Assignment. Neither this Agreement nor any of the rights granted hereunder shall be assigned by Organizer without the prior written consent of the TOUR. 9. No Waiver. The failure of either Party at any time or times to insist upon strict performance by the other of the terms, covenants or conditions of this Agreement shall not be construed as a continuing waiver or relinquishment thereof and either may at any time demand strict and complete performance by the other of any of the provisions hereof. 10. Confidential Information. Each Party agrees that the terms of this Agreement (excluding the Tournament Purse amount). Player information and records, and operational requirements set forth in the Operations Manual are confidential and shall not be disclosed to any third party without the prior written authorization of the other, unless required by law (including any open public records law applicable to Organizer or any of its departments or employees), court or administrative agency order, subpoena or similar legal process or arbitration ruling (issued in a dispute between the Parties only). 11. Notices. All notices and other communications required to be given under this Agreement shall be in writing and addressed as follows, unless otherwise designated by either Party via written notice: If to Organizer: City Controller City of South Bend 1200 County -City Building South Bend, Indiana 46601 Email: With a copy to: Blackthorn Golf Club 6100 Nimtz Parkway South Bend, Indiana 46628 Attention: General Manager Telephone: (574) 232-4653 Email: tfirestone @kitsonpartners com If to TOUR: FGTA, LLC d/b /a Symetra Tour 100 International Golf Drive Daytona Beach, FL 32124 Attention: Chief Executive Officer E -mail: Zayra,Calderon @lpga.com With a copy to: Ladies Professional Golf Association 100 International Golf Drive Daytona Beach, FL 32124 Attention: General Counsel Telephone: 386-274-6200 021512.BIackthom FGTAToumament.DRAFT(2)K &PCS comments 14