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independent contractors, and nothing contained in this Agreement shall create the <br />relationship of principal and agent or otherwise permit either party to incur-,any <br />debts or liabilities or obligations on behalf of the other party (except as specifically <br />provided herein). <br />11.3. AUDIT RIGHTS. Each of parties hereto shall have the right to audit the <br />books and records of the other party hereto (the "Audited Party") solely for the <br />purpose of verifying the payments, if any, payable pursuant to this Agreement. <br />Any such audit shall be conducted upon not less than forty-eight (48) hours' prior <br />notice to the Audited Party, at mutually convenient times and during the Audited <br />Party's normal business hours. Except as otherwise provided in this Agreement, <br />the cost of any such audit shall be borne by the non-Audited Party. In the event <br />any such audit establishes any underpayment of any payment payable by the <br />Audited Party to the non-Audited Party pursuant to this Agreement, the Audited <br />Party shall promptly pay the amount of the shortfall, and in the event that any <br />such audit establishes that the Audited Party has underpaid any payment by more <br />than twenty five percent (25%) of the amount of actually owing, the cost of such <br />audit shall be borne by the Audited Party. In the event any such audit establishes <br />any overpayment by the Audited Party of any payment made pursuant to this <br />Agreement, non-Audited Party shall promptly refund to the Audited Party the <br />amount of the excess. <br />11.4. FORCE MAJEURE. Neither party will be liable to the other or be <br />deemed to be in breach of this Agreement for any failure or delay in rendering <br />performance arising out of causes beyond its reasonable control and without its <br />fault or negligence. Such causes may include but are not limited to, acts of God <br />or the public enemy, terrorism, significant fires, floods, earthquakes, epidemics, <br />quarantine restrictions, strikes, freight embargoes, or Governmental Authorities <br />approval delays which are not caused by any act or omission by Redflex, and <br />unusually severe weather. The party whose performance is affected agrees to <br />notify the other promptly of the existence and nature of any delay. <br />11.5. ENTIRE AGREEMENT. This Agreement represents the entire <br />Agreement between the parties, and there are no other agreements (other than <br />invoices and purchase orders), whether written or oral, which affect its terms. <br />This Agreement may be amended only by a subsequent written agreement signed <br />by both parties. <br />11.6. SEVERABILITY. If any provision of this Agreement is held by any court <br />or other competent authority to be void or unenforceable in whole or part, this <br />Agreement shall continue to be valid as to the other provisions thereof and the <br />remainder of the affected provision. <br />11.7. WAVER. Any waiver by either party of a breach of any provision of this <br />Agreement shall not be considered as a waiver of any subsequent breach of the <br />same or any other provision thereof. <br />11.8. CONSTRUCTION Except as expressly otherwise provided in this <br />Agreement, this Agreement shall be construed as having been fully and <br />completely negotiated and neither the Agreement nor any provision thereof shall <br />be construed more strictly against either party. <br />15