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Indemnifying Party shall have no duty to indemnify or hold harmless the Indemnified <br />Parties if claims, damages, liability, costs, expenses (including without limitation, <br />attorney's fees) arise from the sole negligence or sole willful misconduct of the <br />Indemnified Parties. The indemnification obligation in this section shall include claims <br />that are or may be related to the creation, painting, performance or installation of the <br />Artwork hereunder. Indemnifying Party's obligations shall survive the termination of this <br />Agreement. <br />7.2. Indemnified Parties' right to indemnification is in addition to, and may be exercised <br />independently of, any remedy held by Indemnified Parties under this Agreement, at law <br />or in equity. <br />8. General Provisions. <br />8.1. Artist shall acquire prior written permission from City for any use of the City name or <br />logo in association with its Artwork. <br />8.2. If any parts of this Agreement are held to be invalid or unenforceable, the remaining <br />parts of the Agreement shall continue to be valid and enforceable. <br />8.3. Artist shall comply with all governmental requirements that may now or in the future <br />become applicable to its Services under this Agreement. <br />8.4. This Agreement, including Exhibit A, Scope of Work, and any amendments or <br />schedules hereto, contain the full understanding and agreement of the Parties with <br />respect to its subject matter, and no waiver, alteration or modification of any of the <br />provisions to this Agreement shall be binding unless in writing and signed by an <br />authorized officer of both Parties. <br />8.5. No waiver by either Party or any breach, default, or series of breaches or defaults, <br />and no failure, refusal, or neglect of either Party to exercise any right, power, or option <br />given to it under this Agreement or to insist upon strict compliance with the terms of this <br />Agreement shall constitute a waiver of these provisions with respect to any subsequent <br />breach or waiver by either Party or its right at any time thereafter to require exact and <br />strict compliance with provisions of this Agreement. <br />8.6. Any notice or other communication required or permitted to be made or given by <br />either Party pursuant to this Agreement will be in writing and will be deemed to have been <br />duly given: (i) five (5) business days after the date of mailing if sent by registered or <br />certified U.S. mail, postage prepaid, with return receipt requested; (ii) when transmitted if <br />sent by facsimile, provided a confirmation of transmission is produced by the sending <br />machine; or (III) when delivered if delivered personally or sent by express courier service. <br />All notices to City shall include a reference to the Artwork title. <br />All notices will be sent to the other Party at its address as set forth below or at such other <br />address as such Party will have specified in a notice given in accordance with this section: <br />Page 5 of 7 <br />