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or to modify any materials depicting its Logo, if in County’s sole judgment such use may
<br />be illegal, misleading, or inappropriate.
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<br />6. Indemnity.
<br />
<br />A. County. To the extent authorized by law and up to the amount of its insurance coverage,
<br />County agrees to indemnify, defend, and hold harmless Sponsor, its parent, subsidiary
<br />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
<br />costs of suit, arising out of or in connection with;
<br />i. Activity conducted at the event, except activity conducted by Sponsor, its parent,
<br />subsidiary and affiliated companies and their respective directors, officers,
<br />employees, agents, successors, and assigns.
<br />ii. Use, except use prohibited herein, of the County’s Logo.
<br />iii. County’s breach of this Agreement.
<br />
<br />B. Sponsor. Sponsor agrees to indemnify, defend, and hold harmless County, its officers,
<br />employees, agents, successors and assigns, from and against any and all claims, damages,
<br />liabilities, losses, government proceedings and costs and expenses, including reasonable
<br />attorneys’ fees and costs of suit, arising out of or in connection with;
<br />i. The negligent or reckless acts or omissions of Sponsor, its employees, agents, or
<br />representatives.
<br />ii. Use, except use prohibited herein, of the Marks.
<br />iii. Sponsor’s breach of this Agreement.
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<br />7. Termination.
<br />
<br />A. Default. In the event of any of the circumstances set forth below (hereinafter referred to as
<br />“default”), the County may immediately terminate this Agreement:
<br />i. Any fraudulent representation on a material matter related to this Agreement.
<br />ii. Failure to satisfactorily comply with any provision of this Agreement.
<br />iii. Failure to adhere to the terms of applicable county, state, or federal laws, regulations,
<br />or stated public policy.
<br />
<br />B. Sponsor’s Default or Breach. In the event of default or other breach of this Agreement by the
<br />Sponsor, the County may immediately terminate this Agreement, in whole or in part. In such
<br />default Sponsor shall not be entitled to the funds paid by Sponsor pursuant to this Agreement.
<br />This paragraph shall not be interpreted to limit the County’s remedies in law or equity.
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<br />8. Miscellaneous.
<br />
<br />A. Governing Law. This Agreement shall be interpreted and governed in accordance with the
<br />laws of the State of North Carolina and Orange County. Sponsor shall at all times remain in
<br />DocuSign Envelope ID: A765EBD9-E7C0-4853-9307-51B36B57D308
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