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Section 5.08 Controlling law and venue. By virtue of entering into this Agreement, the Parties agree and submits themselves to either the Chesapeake Circuit Court in the City of Chesapeake, Virginia, or the Portsmouth Circuit Court in the City of Portsmouth, Virginia or in the United States District Court for the Eastern District of Virginia, Norfolk Division, and further agrees that this Agreement is controlled by the laws of the Commonwealth of Virginia or any applicable federal laws and that all claims, disputes and other matters shall be decided only by such court according to the laws of the Commonwealth of Virginia or any applicable federal laws. Section 5.09 Captions. The section captions and headings in this Agreement are for convenience and reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Section 5.10 Nondiscrimination. During the performance of this Agreement, the Parties agree that they will not discriminate against any employee or applicant for employment on the basis of race, religion, color, sex, handicap or national origin. The Parties agree to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. The Parties, in all solicitations or advertisements for employees placed by or their behalf, will state that they are an equal opportunity employer. Notices, advertisements and solicitations placed in accordance with federal law, rule or regulation shall be deemed sufficient for the purpose of meeting the requirements herein. Section 5.11 Entire Agreement. This Agreement, including all Appendices and Exhibits, embodies the entire understanding and Agreement of Chesapeake and Portsmouth with respect to the subject matter hereof and merges and supersedes all prior representations, agreements and understandings, whether oral or written, between Chesapeake and Portsmouth with respect to the subject matter hereof, including, without limitation, all prior drafts of this Agreement and any Appendix to this Agreement and any and all written or oral statements or representations by any official, employee, agent, attorney, consultant or independent contractor of Chesapeake or Portsmouth. Section 5.12 Delays and Failures Beyond Control. Notwithstanding any other provision of this Agreement, Parties shall not be liable for delay in performance of, or failure to perform, in whole or in part, its obligations pursuant to this Agreement due to strike, war or act of war (whether an actual declaration of war is made or not), insurrection, riot, act of public enemy, fire, flood or other act of God, or sabotage, where said Party has exercised all due care in the prevention thereof, to the extent that such causes or other events are beyond the control of said Party and such delay in performance or failure to perform affects only part of said Party's capacity to perform, said Party shall perform to the maximum extent it is able to do so and shall take all steps within its power to correct such cause(s). The Parties agree that in correcting such cause(s), they shall take all reasonable steps to do so in as expeditious a manner as possible. Parties shall notify each other in writing of the occurrence of