BLACKSTONE PUBLISHING (BLACKSTONE AUDIO, INC.)

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(b) Indemnification. Each party ("Indemnifying Party") agrees to indemnify, defend and hold harmless the other party, its respective City Council, officers, officials, employees, agents, volunteers, service provider(s) and its licensors and any of their respective officers,directors, agents and employees (collectively, the "Indemnified Parties") from and against any and all liability and costs (including, without limitation, attorneys' fees) incurred by any such Indemnified Parties with respect to any claim arising out of any breach or alleged breach of any of obligations set forth herein ("Indemnifiable Claim"). The party seeking indemnification must provide prompt written notice, pursuant to Section 13(c) of this Agreement, to the Indemnifying Party of any Indemnifiable Claim for which indemnification will be sought. The Indemnified Parties shall cooperate as fully as reasonably required in the defense of any claim. The Indemnified Parties reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Indemnifying Party,provided however, that no Indemnifiable Claim may be settled without the written consent of the Indemnified Parties. (c) Notices. All notices between the parties pursuant to this Agreement (including, without limitation, questions, complaints, legal notices or copyright complaints) shall be sent (i) by courier or first-class mail to the addresses set forth below or (ii) by facsimile or e-mail (in each case with express confirmation of receipt by the receiving party in writing)to the facsimile number and e-mail address set forth below: To Blackstone: Blackstone Audio,Inc.31 Mistletoe Road Ashland, OR 97520 Phone:(541)488-6036 E-mail: libraryservices@blackstoneaudio.com To City: City Clerk City of Santa Ana 20 Civic Center Plaza(M-30) P.O.Box 1988 Santa Ana, CA 92702 Fax: 714-647-6956 With Courtesy Copies to: Executive Director, Library Services Agency City of Santa Ana 20 Civic Center Plaza(M-75) P.O. Box 1988 Santa Ana, CA 92702 Governing Law. Forum Selection; No Export. These Terms shall be governed by the laws of the State of California without regard to the principles of conflicts of law. The parties hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts sitting in the State of California, County of Orange and City of Santa Ana, and not elsewhere, for the purpose of resolving any dispute relating to Page7of8