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Letter Agreement — TCCG Tech Coast Consulting group, LLC
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<br />States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or
<br />documents provided by Speaker/Performer to the City pursuant to this Agreement.
<br />13. 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,
<br />by, through or under each of them, under any present or future 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 />14. Commercial General Liability Insurance. Speaker/Performer shall maintain commercial general liability
<br />insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s)
<br />and shall include, but not be limited to protection against claims arising from bodily and personal injury,
<br />including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of
<br />Speaker/Performer's operations in the performance of this Agreement, including, without limitation, acts
<br />involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying
<br />to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of
<br />$1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall: (1) name the City, its
<br />officers, employees, agents, volunteers, and representatives as additional insureds; (2) be primary and not
<br />contributory with respect to insurance or self-insurance programs maintained by the City; and (3) contain standard
<br />separation of insured provisions.
<br />15. 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 />16. The City shall have the right and royalty -free license to simulcast or produce and show a tape -delayed broadcast
<br />of Speaker/Performer's presentation to the City community or general public, through webeast or any other
<br />means. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or
<br />sublicense Speaker/Performer's presentation fixed in any tangible medium of expression, including but not
<br />limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are
<br />prepared or caused to be prepared by Speaker/Performer this Agreement.
<br />17. Confidentiality. if Speaker/Performer receives from the City information which due to the nature of such
<br />information is reasonably understood to be confidential and/or proprietary, Speaker/Performer agrees that it shall
<br />not use or disclose such information except in the performance of this Agreement, and further agrees to exercise
<br />the same degree of care it uses to protect its own information of like importance, but in no event less than
<br />reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information
<br />includes not only written information, but also information transferred orally, visually, electronically, or by other
<br />means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is
<br />covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any
<br />information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the
<br />Speaker/Performer disclosed in a publicly available source; (c) is in rightful possession of the Speaker/Performer
<br />without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently
<br />developed by the Speaker/Performer without reference to information disclosed by the City.
<br />18. Speaker/Performer is solely responsible for payment of royalty fees, performance fees, or similar fees that may be
<br />required by unions or similar organizations. Speaker/Performer shall indemnify the City against any liability or
<br />damages, including attorney's fees, that may arise as a result of violation by Speaker/Performer of copyright laws.
<br />19. 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.
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