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<br />repair, the University is under no obligation whatsoever to purchase a replacement, identify a substitute
<br />freezer for Lessee, or to reimburse Lessee for the cost and expense of the Freezer’s contents. Under no
<br />circumstances whatsoever does or shall the University assume any responsibility, risk, or liability for, or
<br />control of any contents stored in the Freezers during the Term.
<br />
<br />3. LESSEE COMMITMENTS
<br />
<br />Lessee assumes full and complete responsibility, risk, and liability for, and will control, any and
<br />all contents stored in the Freezers during the Term. Lessee shall be responsible for any and all damage
<br />to the Freezers during the Term. The University will maintain the Freezers during the Term. If there is
<br />any maintenance issue with a Freezer, Lessee should promptly submit a work order to the University to
<br />report such issue. Should a Freezer fail during the Term, the University may, in its sole discretion, choose
<br />to replace the Freezer within twenty-four (24) hours. While on University property, Lessee and its
<br />employees shall comply with all applicable University policies and guidelines. Lessee agrees that during
<br />the Term: only Orange County personnel shall access the Freezers; Lessee will be responsible for the
<br />cleaning and sanitation of the Freezers; and that concurrently with the execution of this Agreement, the
<br />Lessee’s personnel who will access the Freezers shall execute a waiver and release.
<br />
<br />The Parties agree to work collaboratively to the extent there are any clearances, approvals,
<br />waivers, or other authorizations required by any governmental entity (“Governmental Authorizations”)
<br />relating to the Equipment, including assisting in obtaining or submitting information to any
<br />governmental entity.
<br />
<br />4. TERMINATION
<br />
<br />Either Party may terminate this Agreement at any time with or without cause by written notice
<br />to the other Party. The Parties agree to consider in good faith and amendments and addenda to this
<br />Agreement and the arrangement contemplated hereunder as needs arise related to the Pandemic. Upon
<br />expiration or termination of this Agreement, the University will pick up the Freezer (University Asset
<br />Number 018732) within twenty-four (24) hours of such expiration or termination.
<br />
<br />5. NO WARRANTIES OR REPRESENTATIONS
<br />
<br />The University hereby disclaims all warranties of any kind related to the Freezers, including any
<br />implied warranties of title, merchantability, fitness for a particular purpose or non-infringement. The
<br />University makes no commitment or representation regarding quality, sufficiency, fitness for any
<br />particular purpose. Lessee agrees to accept the Freezers in as-is, where-is condition, with all faults.
<br />Lessee is responsible for ensuring that the Freezers can achieve and maintain the temperature required
<br />for Lessee’s purposes.
<br />
<br />6. INDEMNIFICATION
<br />
<br /> Lessee agrees, to the fullest extent permitted by law, to indemnify and hold harmless the
<br />University and its affiliates, and its and their respective current and former trustees, directors, officers,
<br />employees, faculty, students, and agents (“Indemnitees”) from and against any actions, claims, losses,
<br />costs, liabilities, fines, penalties, governmental proceedings, damages, harm, or expenses, without
<br />limitation (“Damages”), arising directly or indirectly from, or related to, the arrangement contemplated
<br />by this Agreement, the use, or failure of the Freezers, or claims or actions by any person related to the
<br />DocuSign Envelope ID: EB07554E-7B76-4CDD-B04C-E24C9DA77396
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