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or in equity. In addition, Licensee shall be in default if it does any of the following: (a) files a <br />petition in bankruptcy or is adjudicated bankrupt; (b) files a petition in reorganization under the <br />provisions of the federal or state bankruptcy laws; (c) becomes or is declared insoIvent; (d) a <br />receiver of all or substantially all of the property of Licensee is appointed and not removed <br />within thirty (30) days; or (e) makes a general assignment for the benefit of its creditors. <br />10. Waiver. Should one or more covenants or conditions be waived by the Licensor, such <br />waiver shall not be deemed to waive or render unnecessary the consent or approval of the <br />Licensor to or of any subsequent similar act by The Licensee. <br />11. Non -Exclusive Use. The Licensee understands that the license granted by this Agreement <br />is not exclusive. The Licensee aIso understands and acknowledges that the Licensor intends to <br />oversee and monitor the Licensee's activities on the Property from time to time throughout the <br />term of this license. The Licensor will use reasonable efforts not to interfere with Licensee's <br />activities during such monitoring activities. <br />12. Choice of LawNenuelFees. This Agreement shall be governed by the laws of the state of <br />Utah, and it shall be governed in all respects by the laws of that state. Any action arising out of <br />this Agreement shall be exclusively brought in the Fifth District Court in and for Washington <br />County, Utah and Licensee agrees to waive any right to argue that there is more appropriate <br />venue or forum than that delineated in this Section. In the event of a dispute arising out of this <br />agreement, the breaching party shall pay all costs and expenses that are incurred by the non - <br />breaching party (including, but not limited to, reasonable attorneys' fees) whether such costs and <br />expenses are incurred with or without suit or before or after judgment. <br />13. Confidentiality. The Parties agree to keep this Agreement, and the terms thereof strictly <br />confidential, except to the extent disclosure is necessary to a Party's legal or accounting <br />professionals, and further, except as a Party reasonably believes disclosure is required by law. <br />Licensee need not and is prohibited from disclosing to its customers who purchase Product that <br />the Property is owned by Licensor. <br />14. Miscellaneous. Neither party to this Agreement is in any sense to be regarded as the <br />principal or agent, franchisor or franchisee, or employer or employee, of the other party. This <br />Agreement shall be binding upon and inure to the benefit of the parties named herein and their <br />respective heirs, successors, permitted assigns and legal representatives. Licensee represents, <br />warrants and covenants to Licensor that it shall, at all times during the term of this Agreement, <br />comply with all laws, rules, regulations and standards applicable to the production, marketing, <br />distribution, sale, and use of Product from the Property. No amendment or waiver of any <br />provision of this Agreement shall be effective, unless the same shall be in writing and signed by <br />the parties hereto, and then such amendment, waiver or consent shall be effective only in the <br />-4- <br />