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3 <br />age, sex, gender, gender identity, gender expression, marital status, familial status, disability, <br />political affiliation, veteran status, disabled veteran status. <br /> <br />8. Indemnification and Hold Harmless. To the extent allowed by law, both parties agree to indemnify <br />and hold harmless the other party and its officers, agents and employees from and against any <br />and all loss, liability, claims or expense (including reasonable attorneys’ fees) arising from or <br />relating to the 2025 Uproar Festival of Public Art to the extent such losses are caused by the <br />indemnifying party's negligence or willful misconduct. This indemnification does not apply to the <br />extent that such losses are caused by the negligence or misconduct of the party seeking <br />indemnification.". <br /> <br />9. Disputes. This MOU shall be construed and enforced under the laws of North Carolina. Should any <br />dispute arise between the parties related to this MOU, the courts and the authorities of the State <br />of North Carolina shall have exclusive jurisdiction. Venue shall be in Orange County, North <br />Carolina for any state court action and in the Middle District of North Carolina for any federal <br />court action. <br /> <br />10. Assignment. Neither party may assign this MOU without the prior written consent of the other <br />party. <br /> <br />11. Entire Agreement. This MOU shall constitute the entire agreement of the parties and no other <br />warranties, inducements, considerations, promises, or interpretations shall be implied or <br />impressed upon this MOU that are not expressly addressed herein. All prior agreements, <br />understandings and discussions are hereby superseded by this MOU. <br /> <br />12. Term. This MOU, unless amended as provided herein, shall be in effect until August 30, 2025. This <br />MOU may be terminated by either party with 90 days written notice. <br /> <br /> <br />[SIGNATURES ON FOLLOWING PAGE.] <br />Docusign Envelope ID: E52A952C-3A73-46FE-A50E-FDF87F6842D3