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Letter Agreement — Counsel for Creators LLC
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<br />10. Indemnification:
<br />a. Speaker/Performer, his or her agents, or employees (if applicable) agrees to and shall indemnify, defend, and
<br />hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from
<br />and against all loss, expenses, or liability (including costs and attorney's fees) arising from: a) the negligence
<br />or willful misconduct of Speaker/Performer, his or her agents, or employees; or b) from Speaker/Performer's
<br />breach of any of the terms, conditions, or obligations under the Agreement.
<br />The City, and its agents or employees agrees to and shall indemnify, defend, and hold harmless
<br />Speaker/Performer, its officers, agents, employees, consultants, special counsel, and representatives from and
<br />against all loss, expenses, or liability (including costs and attorney's fees) arising from: a) the negligence or
<br />willful misconduct of the City's agents or employee; or b) from the City's breach of its any of the terms,
<br />conditions, or obligations under the Agreement.
<br />11. Release: Speaker/Performer accepts the Property and any City -provided equipment used in connection with the
<br />performance in their "as -is" condition, with all faults. Speaker/Performer fully releases, waives and discharges
<br />forever any and all claims, demands, rights, and causes of action of any kind or nature against, and covenants not
<br />to sue, City, its elected officials, officers, employees, agents and volunteers, and all persons acting on behalf of, by,
<br />through or under each of them, under any present or fixture laws, statutes, or regulations for any claim or event
<br />relating to the condition of the Property or City -provided equipment or Speaker/Performer's use thereof.
<br />12. Worker's Compensation Insurance. In accordance with the California Labor Code, Speaker/Performer, if
<br />Speaker/Performer has any employees, is required to be insured against liability for worker's compensation or to
<br />undertake self-insurance.
<br />13. The City shall have the right and royalty -free license to simulcast or produce and show a tape -delayed broadcast of
<br />Speaker/Performer's presentation to the City community or general public, through webcast or any other means.
<br />This license shall be non-exclusive and the copyright shall remain with the Speaker/Performer. Copies of
<br />Speaker/Performer's presentation may be maintained by the City, and Speaker/Performer consents to use of such
<br />recordings.
<br />14. Speaker/Performer shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
<br />orientation, age, national origin, ancestry, disability, or any other basis protected by applicable law in connection
<br />with any activities related to this Agreement.
<br />15. This Agreement shall in all respects shall be interpreted, enforced, and governed exclusively by and under the laws
<br />of the state of California. Both parties agree that Orange County, California, shall be the venue for any action or
<br />proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.
<br />16. This Agreement represents the complete and exclusive statement between the City and Speaker/Performer regarding
<br />the subject matter herein and supersedes any and all other agreements, oral or written, between the parties. This
<br />Agreement may not be modified except by written instrument signed by the City and by an authorized representative
<br />of Speaker/Performer.
<br />(Signature on following page)
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