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. . . Agreement shall be deemed to create, whether express or implied, a partnership, joint venture, employment, or agency relationship between the Owner and Manager, except as otherwise expressly set forth in this Agreement. Section 15.14 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same document. Section 15.15 Dispute Resolution. In the event of a dispute among the parties based on or relating to this Agreement, prior to filing a suit or proceeding in state or federal court, the respective Contract Administrators shall first meet in an effort to resolve the dispute. The result of this first meeting shall be reported to the Owner and the Manager. Ifthe Contract Administrators are unable to resolve the dispute, a second set of meetings shall be held between the Contract Administrators and an individual from each Party with the authority to bind its respective Party. If the Parties are unable to resolve the dispute in such a manner, either Party shall be free to pursue their respective rights in court. Section 15.16 Attorney's Fees. If this Agreement or any matter discussed herein is litigated in court, the prevailing party shall be entitled to all court costs and attorneys' and expert witness fees and expenses, in addition to any other remedies available under this Agreement or at law or in equity. Section 15.17 Liability Protection. (a) The Owner understands that significant start up costs and efforts and significant third party obligations (including without limitation booking commitments to artists and performers) will be incurred and required for Manager to perform its duties under this Agreement. The Parties also acknowledge that certain third parties have challenged or objected to the process by which Owner chose to negotiate with Manager with respect to the subject matter ofthis Agreement. In the event that the ability of Manager to so perform is delayed or prohibited, or in the event this Agreement ceases to be effective or enforceable, due to any Specified Action (as defined below), Manager shall be excused from performance for the period of delay and the Owner shall be responsible for all costs and expenses incurred by Manager in preparing to perform under this Agreement. A "Specified Action" shall be any judgment rendered by a court, or any other decree, decision or ruling (including any injunction or temporary restraining order) having the force of law, or any settlement arrangement entered into by Owner that renders void this Agreement, or that otherwise prevents (even temporarily) Manager from performing its duties hereunder, in either case resulting from any claim by a third party based upon an objection or challenge to Owner dealing with manager with respect to the subject matter of this Agreement (including any objection or challenge to the bid process by which Owner determined to negotiated with Manager). As a precondition of becoming entitled to reimbursement hereunder, Manager shall send written notice to Owner setting forth such expenses and absolving Owner of any further obligations (other than any theretofore accrued) Owner might have hereunder. (b) Manager shall not be liable or responsible for any debt, claim, liability, obligation, fine, penalty, or expense incurred prior to the Effective Date of this Agreement or incurred without Manager's knowledge and consent. 17