Agenda - 09-15-1998 - 8h - Laserfiche WebLink

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4. 5. INDEMNIFICATION- 5.1 It is the sole responsibility of the Partner to obtain the copyright and trademark licenses necessary for publication of all editorial content of Senior Times . The Partner shall be responsible for the defense of any copyright or trademark infringement claim or suit, including the payment of all legal defense costs through one or more levels of appeal, arising out of the editorial content of Senior Times and shall be liable for the satisfaction of any judgement entered for a copyright or trademark violation. 5.2 The Publisher shall indemnify and hold harmless the Partner, its affiliates and its directors, officers, employees, agents, successors, assigns, licensees, and distributors against any and all claims or judgements (including the Publisher's payment of the Partner's attorney's fees through one or more levels of appeal incurred by the Partner) paid or incurred in connection with claims by any party which arise from use of materials originating with the Publisher. 5.3 The Partner shall indemnify and hold harmless the Publisher, its affiliates and its directors, officers, employees, agents, successors, assigns, licensees and distributors against any and all claims or judgements (including the Partner's payment of the Publisher's attorney's fees through one or more levels of appeal incurred by the Publisher) paid or incurred in connection with claims by any party which arise from use of materials originating with the Partner. 5.4 If any claim or action is instituted or threatened by a third party against a party to this Agreement for which t believes it has been indemnified pursuant to this Agreement, it shall promptly give notice thereof to the other party. 5.5 The Publisher shall not be liable for any loss or damage arising to the Partner, or any other party, by reason of non - publication, delay or interruption in publication due to circumstances beyond the control of the Publisher. The Publisher shall not be liable for incidental, consequential, punitive or lost - profit damages. 6. TERM — 6.1 This Agreement shall have an initial term of three years commencing on the Effective Date. 6.2 Upon acceptance of mutually agreed terms, this agreement may be renewed for successive one -year terms unless either party gives the other notice of termination at least six months prior to the expiration of the then- current term. 7. NOTICES — All notices required by this Agreement shall be in writing. Notices from the Partner to the Publisher shall be delivered or mailed to: KEM JOHNSON THE HERALD -SUN 2828 PICKETT ROAD DURHAM, NORTH CAROLINA 27705 Notices from the Publisher to the Partner shall be delivered or mailed to: JERRY PASSMORE ORANGE COUNTY DEPARTMENT ON AGING 8100TRYON ROAD,, 7.0al It