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9. GOVERNING LAW. The laws of the State of Florida shall govern this Agreement and any and all legal action shall be instituted in Indian River County for all state court matters and in the Southern District of Florida for all federal court matters. 10. ENTIRETY OF AGREEMENT. The Agreement incorporates and includes all prior and contemporaneous negotiations, correspondence, conversations, agreements, or understandings applicable to the matters contained herein and the parties agree that there are no commitments, agreements, or understandings of any nature whatsoever concerning the subject matter of this Agreement that are not contained in this Agreement. No supplement, modification, or amendment to this Agreement shall be binding unless signed in writing by the County and the User Group. 11. SEVERABILITY. In the event that any of the provisions of this Agreement are deemed unenforceable, the enforceability of the remaining provisions of this Agreement shall not be affected. 12. ASSIGNMENT. User Group shall not grant, assign, or otherwise convey to anyone any or all of its rights to use the Stadium hereunder without the prior written consent and approval of the County and VeroTown, LLC. The User Group shall use the Stadium only in the manner contemplated in this Agreement. 13. THIRD PARTY BENEFICIARY. No person other than VeroTown, LLC, the County, the Indemnified County Parties, the Indemnified VeroTown, LLC Parties, and the User Group, and the successors of the User Group shall have any rights whatsoever under this Agreement. 14. BACKGROUND RECITALS. The Background Recitals are true and correct and form a material part of this Agreement. 15. DEFAULT. County shall have the right to terminate this Agreement and/or deny User Group use of the stadium if User Group defaults in the performance of any obligation hereunder, provided that in the event of such default, the County shall give the User Group notice of such default and twelve (12) hours to cure the default or a lesser time if appropriate to the default on the day of the event. 16. NOTICES. Any notices or other written communications from the User Group to the County shall be delivered by fax, overnight mail, hand delivery, or first-class mail to the County Recreation Director. Any notices or other communications from the County to the User Group shall be delivered by fax, overnight mail, hand delivery, or first-class mail to the User Group Executive Director. The names and address to be contacted are as follows: As to the County: Indian River County Board of County Commissioners Attn: Michael C. Zito, Deputy County Administrator 1801 27th Street, Vero Beach, FL 32960-3398 9