|
<br />
<br />arising directly or indirectly out of or in connection with the performance of the Services or the failure of Contractor to perform the Services
<br />in accordance with the terms of this Agreement, except to the extent arising solely from the gross negligence or willful misc onduct of
<br />Recreation Factory Partners dba Orange County Sportsplex. The foregoing indemnification shall survive any terminati on or the expiration of
<br />the term of this Agreement.
<br />
<br />5. INSURANCE. Contractor shall at all times maintain, at Contractor’s sole cost and expense, liability insurance for (i) all occurrences resulting
<br />in personal injury to any person or property of any person in connection with Contractor’s use of the Facility, presence at the Facility, or
<br />Services (ii) any indemnification obligation of Contractor set forth in this Agreement, (iii) any act, omission or negligence of Contractor, its
<br />agents, employees, clients or invitees, (iv) any accident, injury or damage caused to persons or to property occurring in or about the Facility
<br />relating directly or indirectly to Contractor’s activities at the Facility or Services, and (v) such additional endorsements and coverage’s as
<br />Recreation Factory Partners dba Orange County Sportsplex may from time to time specify. Such insurance shall (i) name the Ind emnified
<br />Parties, as an additional insured/loss payee; (ii) be written with carrier(s) subject to Recreation Factory Partners dba Orange County
<br />Sportsplex’s approval; (iii) be in an amount not less than $1,000,000, combined single -limit; (iv) contain a provision that the policy shall not
<br />be terminated, amended, or altered except upon 30 days’ prior written notice to Recreation Factory Partners dba Orange County Sportsplex;
<br />(v) be primary to any other insurance Recreation Factory Partners dba Orange County Sportsplex may have; and (vi) contain a w aiver of
<br />subrogation. Contractor shall provide Recreation Factory Partners dba Orange County Sportsplex with certificate(s) evidencing such insurance.
<br />
<br />6. WAIVER BY CONTRACTOR. Contractor agrees that the Indemnified Parties shall not be responsible for any loss or damage to any person or
<br />property of Contractor resulting from fire, theft or any other cause unless due solely to the gross negligence or willful misconduct of Recreation
<br />Factory Partners dba Orange County Sportsplex and, except to the extent expressly provided herein, Contractor expressly assumes all risks of
<br />loss, damage, injury or destruction of or to Contractor or any of Contractor’s property resulting from any such causes.
<br />
<br />7. TERMINATION. This Agreement may be terminated (i) by Recreation Factory Partners dba Orange County Sportsplex or Contractor at any
<br />time, with or without cause, upon 10 days’ written notice to the other party, or (ii) by Recreation Factory Partners dba Orange County
<br />Sportsplex immediately upon notice to Contractor if Recreation Factory Partners dba Orange County Sportsplex determines, in its sole
<br />discretion, that any of the Services performed or to be performed by Contractor are unsatisfactory or do not satisfy the requirem ents of a
<br />first-class fitness/recreation/sport contractor or upon the breach by or failure of Contractor to perform any of its obligations or covenants
<br />under this Agreement. Following any termination of this Agreement, Recreation Factory Partners dba Orange County Sportsplex shall only be
<br />required to pay to Contractor any compensation earned by Contractor for any Services satisfactori ly performed by Contractor prior to the
<br />date of such termination. Contractor shall pay Recreation Factory Partners dba Orange County Sportsplex any amounts due pursu ant to
<br />Exhibit A.
<br />
<br />8. INDEPENDENT CONTRACTOR STATUS. Contractor is engaged hereunder as an independent contractor and as such shall be solely responsible
<br />for full compliance with all requirements under all laws and regulations now or in the future applicable to Contractor, its b usiness affairs and
<br />its performance of its duties under or pursuant to this Agreement, including, without limitation, state and federal taxes applicable to this
<br />Agreement (including payroll taxes), unemployment insurance and other insurance applicable and necessary with respect to its employees
<br />and all of its duties and obligations as an employer (such as general liability insurance). The relationship created by this Agreement is that of
<br />independent contractors, and nothing contained in this Agreement shall be deemed or construed as creating any partnership, joint venture,
<br />employment relationship, agency, or other relationship between the parties or to make Recreation Factory Partners dba Orange County
<br />Sportsplex liable for the debts or obligations of Contractor. Contractor nor any employee or agent of Contractor shall be deemed at any time
<br />to be an employee or agent of Recreation Factory Partners dba Orange County Sportsplex for any purpose whatsoever. Contractor shall have
<br />no right or authority to bind Recreation Factory Partners dba Orange County Sportsplex and shall not represent that it has such authority to
<br />any party.
<br />
<br />9. INTELLECTUAL PROPERTY. Contractor agrees that (a) nothing in this Agreement is intended to convey any ownership or other rights in the
<br />trademarks, service marks, copyrights or other intellectual property rights to Recreation Factory Partners dba Orange County Sportsplex or
<br />any of the teams playing or practicing at the Facility (“Trademarks”), (b) ownership of all such Trademarks shall remain the property of
<br />Recreation Factory Partners dba Orange County Sportsplex, or the teams as the case may be, and (c) Contractor will not use any Recreation
<br />Factory Partners dba Orange County Sportsplex’s Trademarks under any circumstances without the prior written consent of Recre ation
<br />Factory Partners dba Orange County Sportsplex, which consent Recreation Factory Partners dba Orange County Sportsplex may withhold in
<br />its sole and absolute discretion.
<br />
<br />10. CONFIDENTIAL INFORMATION. During the term of this Agreement, Contractor and its officers, directors, shareholders, employees, agents,
<br />contractors, and representatives may gain access or be exposed to certain confidential and proprietary information relating to the business
<br />of Recreation Factory Partners dba Orange County Sportsplex or its affiliates. Contractor agrees, for itself and its officers, directors,
<br />shareholders, employees, agents and representatives, that all such confidential and proprietary information shall remain and be kept in
<br />strictest confidence and shall not be disclosed to or used by any person or entity without the prior written consent of Recre ation Factory
<br />Partners dba Orange County Sportsplex, which consent may be withheld by Recreation Factory Partners dba Orange County Sportsplex in its
<br />sole and absolute discretion. The obligation to maintain confidentiality provided herein shall survive any termination or expiration of the term
<br />of this Agreement and may be enforced by injunctive relief or other equitable or legal remedies without the necessity of prov ing inadequacy
<br />of legal remedies and without proving that Recreation Factory Partners dba Orange County Sportsplex or any of its affiliates or any of their
<br />respective officers, directors, shareholders, partners, employees, agents, contractors or representatives would suffer irrepa rable harm as a
<br />result of a violation of such confidentiality obligation.
<br />Docusign Envelope ID: 177AA06A-30B4-42FF-A85A-78B5A7C51DBE
|