|
Draft 5-28-09
<br />and affiliated companies and all agents thereof from any and all liabilities resulting from their
<br />use of the Facility and participation in the activity held at the Facility.
<br />8. INDEMNITY.
<br />8.1. To the extent permitted by law and up to the amount of its insurance coverage, Orange County
<br />agrees to indemnify, defend and hold harmless Sports Endeavors Inc., its parent, subsidiary and
<br />affiliated companies and their respective directors, officers, employees, agents successors and
<br />assigns, from and against any and all claims, damages, liabilities, losses, government
<br />proceedings and costs and expenses, including reasonable attorneys' fees and costs of suit,
<br />arising out of or in connection with (i) any use of the Facility or activity conducted thereon, (ii)
<br />the negligent or reckless acts or omissions of Orange County, its employees, agents, or
<br />representatives, or (iii) Orange County's breach of this Agreement.
<br />8.2. Sports Endeavors Inc. agrees to indemnify, defend and hold harmless Orange County, its parent,
<br />subsidiary and affiliated companies and their respective directors, officers, employees, agents,
<br />successors and assigns, from and against any and all claims, damages, liabilities, losses,
<br />government proceedings and costs and expenses, including reasonable attorneys' fees and costs
<br />of suit, arising out of or in connection with (i) the use of the Sports Endeavors Marks or (ii)
<br />Sports Endeavors Inc. breach of this Agreement.
<br />8.3. Each party shall promptly notify the other party of any suit or threat of suit of which that party
<br />becomes aware which may give rise to a right of indemnification pursuant to this Agreement.
<br />The parties agree to cooperate in the settlement or defense of any such claim, demand, suit or
<br />proceeding.
<br />8.4. In the event of a breach or threatened breach of this Agreement by the other party, the non-
<br />breaching party shall be entitled, in addition to any other remedies available to it, to obtain relief
<br />by way of injunction or other equitable relief.
<br />8.5. The obligations of this Section 8 shall survive the expiration or termination of this Agreement.
<br />9. COMPLIANCE WITH LAWS.
<br />In the course of their respective performance under this Agreement, both parties shall comply with
<br />all applicable federal, state and local laws and regulations, including, without limitation, laws and
<br />regulations pertaining to trademark and copy rights.
<br />10. NOTICES, STATEMENTS AND PAYMENTS. All notices, statements and payments required
<br />hereunder shall be sent by fax and overnight mail, or first class mail, or by wire transfer, as
<br />appropriate, to the parties at the following addresses:
<br />For Orange County: Lori N. Taft, Director
<br />Orange County Parks and Recreation Department
<br />P.O. Box 8181, Hillsborough, NC 27278
<br />For Sports Endeavors: Mike Moylan, President
<br />Sports Endeavors, Inc.
<br />431 US Highway 70A East
<br />Hillsborough, NC 27278
<br />Page 5 of 7
<br />
|