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2015-537-E VB - Stemper Services dba Alicia Stemper Photography for OC Residents profile project
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2015-537-E VB - Stemper Services dba Alicia Stemper Photography for OC Residents profile project
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Last modified
8/19/2016 8:18:53 AM
Creation date
10/6/2015 9:44:51 AM
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Template:
BOCC
Date
10/5/2015
Meeting Type
Work Session
Document Type
Agreement
Agenda Item
Manager signed
Amount
$8,000.00
Document Relationships
R 2015-537-E VB - Stemper Services dba Alicia Stemper Photography for OC Residents profile project
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\Board of County Commissioners\Contracts and Agreements\Contract Routing Sheets\Routing Sheets\2015
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DocuSign Envelope ID: C6560E1 B-A276-4CE9-B3AO-COEDBE4BC76B <br /> All Licensee Property is proprietary to Licensee and its licensors and shall remain the sole and <br /> exclusive property of Licensee and/or its licensors. <br /> B. Licensee hereby acknowledges that nothing in this Agreement is meant or shall <br /> be deemed to give Licensee any rights in any Licensor Trademarks even if such Licensor <br /> Trademarks are incorporated into the Works (except for the right to display the Branded Works <br /> in accordance with this Agreement). The Works and all Licensor Trademarks are proprietary to <br /> Licensor and its licensors and shall remain the sole and exclusive property of Licensor and/or its <br /> licensors. <br /> 3. Representation and Warranty. <br /> Licensor represents and warrants that the Works do not infringe, misappropriate, or <br /> violate the copyright, trademark, patent, trade secret, or other proprietary right (collectively, <br /> "Intellectual Property Rights") of any third party. <br /> 4. Infringement Indemnity. <br /> Licensor shall defend, indemnify, and hold harmless Licensee and its operating <br /> departments, affiliates, and subsidiaries, including the officials, officers, employees, and agents <br /> of each (collectively, the "Licensee Entities"), from and against any and all suits, proceedings, <br /> claims, losses, and damages (including reasonable attorneys' fees) related to any claim by a <br /> third party alleging that the Licensee Entities' use of the Works or any portion thereof constitutes <br /> an infringement of any Intellectual Property Rights of any kind of such third party. <br /> 5. Limitation of Liability. <br /> UNDER NO CIRCUMSTANCES WILL THE LICENSEE ENTITIES BE LIABLE FOR <br /> ANY DAMAGE CAUSED BY THE USE OR MISUSE BY ANY THIRD PARTY OF THE <br /> WORKS, OR ANY PORTION THEREOF. UNDER NO CIRCUMSTANCES, INCLUDING BUT <br /> NOT LIMITED TO NEGLIGENCE, SHALL THE LICENSEE ENTITIES BE LIABLE FOR ANY <br /> SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF THE <br /> WORKS OR ANY PORTION THEREOF, EVEN IF LICENSEE OR ITS AUTHORIZED <br /> REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN <br /> NO EVENT SHALL LICENSEE'S TOTAL LIABILITY TO LICENSOR FOR ALL DAMAGES, <br /> LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE) <br /> ARISING UNDER OR RELATED TO THIS AGREEMENT EXCEED ONE HUNDRED <br /> DOLLARS ($100). <br /> 6. Rights of Use of the Works. <br /> A. Licensee may distribute and reproduce images and media at Licensee's <br /> discretion in cooperation with editorial organizations, advertising, marketing, and public relation <br /> initiatives, including but not limited to collateral materials, programs and services, banners, <br /> advertisements, online marketing; on walls, posters and editorial - both news and feature <br /> stories. <br /> B. Bylines (credit) may be provided when such bylines are feasible. Licensee does <br /> not guarantee any or all images or media of any kind will carry a byline. <br />
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