2012-004 EDC - Studious Baker for Facility Use

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c. Product Liability Insurance. Each User will maintain a minimum coverage of $2,000,000 of general liability and product liability insurance, with Piedmont Food & Agricultural Processing Center and Orange County named as "added named insured" on each policy. Users must provide proof of insurance to the PFAP Manager before User may enter and use the facility. 5. LIMITATION OF LIABILITY. No section of the Agreement is intended to create a waiver of Orange County's rights or privileges as a sovereign entity. User agrees that any and all claims involving PFAP are strictly subject to the following limitations: a. Business Services. All Business Services provided by PFAP and /or any officers, staff, or other agents of PFAP and /or Orange County are provided solely for the purpose of assisting User in the operation of its business. Orange County makes no representations, warranties or guarantees that the business services provided will result in the success of the User. User understands and acknowledges that User is solely and completely at freedom to accept or reject any business services, and that the principal(s) or owner(s) alone are in control of the User and its success or failure. User acknowledges and agrees that Orange County and any officers, staff, trustees or other agents of Orange County are not liable to the User, or its principal(s) or owners(s) for any damages resulting from the use of or reliance upon the business services provided by PFAP. b. Liability. PFAP and /or Orange County shall not be liable for any damage to either person or property sustained by the tenant or by any third party arising in any way out of the User's use, operation, occupancy of PFAP premises, or sale or distributing of any product manufactured on the premises. The Users covenant and agree to indemnify, defend, and hold harmless PFAP and Orange County, and its employees from all claims, costs, and liability arising from or in connection with damages, injuries to persons (including death), or property in, upon, or about the PFAP premises, or any portions thereof, or resulting from the sale, distribution, and use of any product manufactured by the User on the PFAP premises. Indemnity. User agrees to defend, indemnify and hold harmless PFAP and Orange County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to claims, costs, and liability arising from or in connection with damages, injuries to persons (including death), or property in, upon, or about the PFAP premises, or any portions thereof, or resulting from the sale, distribution, and use of any product manufactured by the User on the PFAP premises, except to the extent same are caused by the negligence or willful misconduct of PFAP and /or Orange County. It is the intent of this provision to require User to indemnify Orange County and PFAP to the fullest extent permitted under North Carolina law. 6. CONFIDENTIALITY. User and PFAP agree and acknowledge as follows: a. Confidential Information. The Kitchen is a shared -use facility, and may be occupied and used simultaneously by similarly situated third -party Users ( "Others "). The Parties further acknowledge and agree that the conduct of User's business and the production of User's food products may involve the use of recipes, techniques, sources of ingredients, financial and business records and other information that is owned and used exclusively by the User that constitute trade secrets or proprietary knowledge that must remain confidential for the 11