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<br />personal injury, damages, just compensation, restitution, judicial or equitable relief is due by <br />reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless <br />agreement applies to all claims for damages, just compensation, restitution, judicial or equitable <br />relief suffered, or alleged to have been suffered, by reason of the events referred to in this <br />Section or by reason of the terms of, or effects, arising from this Agreement. LICENSEE further <br />agrees to indemnify, hold harmless, and pay all costs for the defense of the LICENSOR, <br />including fees and costs for special counsel to be selected by the LICENSOR, regarding any <br />action by a third party challenging the validity of this Agreement, or asserting that personal <br />injury, damages, just compensation, restitution, judicial or equitable relief due to personal or <br />property rights arises by reason of the terms of, or effects arising from this Agreement. <br />LICENSOR may make all reasonable decisions with respect to its representation in any legal <br />proceeding. <br /> <br />13. ASSIGNMENT <br />LICENSEE shall not assign this Agreement nor sub license the premises or any <br />interest therein without the written consent of LICENSOR. Any assignment or subletting by <br />LICENSEE without the written consent to LICENSOR, or any assignment or subletting by <br />operation oflaw, shall be void and shall, at the option of LICENSOR, terminate this Agreement. <br /> <br />14. INVALIDITY <br />The invalidity in whole or in part of any provision of this Agreement shall not void or <br />affect the validity of any other provision ofthis Agreement. <br /> <br />15. JURISDICTION <br />This Agreement shall be governed by and construed in accordance with the laws of the <br />State of California. <br /> <br />8 <br />