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2. GENERAL PROVISIONS
<br /> A. Exclusive Arrangement
<br /> CVB agrees not to engage the services of any other events Network during the
<br /> term of this agreement without first obtaining the written consent of Company.
<br /> B. Agent Relationship -
<br /> Company is authorized to act as CVB's agent in purchasing the materials and
<br /> services required to host the site activities on behalf of CVB.
<br /> C. Cancellation of Plans
<br /> CVB reserves the right, in its sole discretion, to modify, reject, cancel or stop any
<br /> and all plans, schedules or work in process to launch the site; and in such event
<br /> Company shall immediately take proper steps to carry out CVB's instructions; but
<br /> CVB agrees to reimburse Company for any direct losses Company may sustain
<br /> derived from such modification, rejection, cancellation or stoppage ordered by
<br /> CVB provided such modification, rejection, cancellation or stoppage was not the
<br /> result of negligence or misconduct by Company. CVB shall reimburse Company
<br /> for all expenses incurred in connection with CVB marketing communications
<br /> previously authorized by CVB, and to pay Company any service charges relating
<br /> thereto, in accordance with the provisions of this Agreement.
<br /> D. Failure of Suppliers to Perform
<br /> Company will endeavor to the best of its knowledge and ability to guard against
<br /> any loss to CVB through failure of suppliers to properly execute their
<br /> commitment, but we shall not be held responsible for any failure on their part.
<br /> E. Indemnification of Network and Client
<br /> Company agrees to exercise its best judgment in the preparation and execution
<br /> of all activities for CVB, with a view to avoiding any claims, proceedings, or suits
<br /> being made or instituted against CVB or Company. Company shall defend,
<br /> indemnify, and hold CVB, its officers, employees and agents harmless from and
<br /> against any and all liability, loss, expense, including reasonable attorneys' fees,
<br /> or claims for injury or damages arising out of the performance of the Agreement
<br /> but only in proportion to and to the extent such liability, loss, expense, attorneys'
<br /> fees, or claims for injury or damages are caused by or result from the negligent
<br /> or intentional acts or omission of Company, its officers, agents or employees.
<br /> CVB shall defend, indemnify, and hold Company, its officers, employees, and
<br /> agents harmless from and against any and all liability, loss, expense, including
<br /> reasonable attorneys' fees, or claims for injury or,damages arising out of the
<br /> performance of this Agreement but only in proportion to and to the extent such
<br /> liability, loss, expense, attorneys' fees, or claims for injury or damages are
<br /> caused by or result from the negligent or intentional acts or omissions of CVB, its
<br /> officers, agents or employees.
<br /> F. Client Partnership
<br /> CVB agrees to set up training session with local attractions and venues. CVB
<br /> agrees to help promote the URL through all its communications. CVB also
<br /> agrees to help distribute co-op ad materials to all attractions and venues.
<br /> PURSUIT OF HAPPINESS,LLC
<br /> 2007 YANCEYVILLE STREET,SUITE 3322,BOX 38,GREENSBORO,NC 27405 2
<br /> 336.643.0387
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