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<br />Section 7(a) of this Agreement, and agree that such insurance shall not be
<br />materially changed or terminated except upon 30 days prior written notice to the
<br />Licensor, (ii) attach a completed and signed copy of the Licensor's "Additional
<br />Insured Endorsement" form, a copy of which is attached hereto as Exhibit "B",
<br />to the certificates of insurance noted above; (iii) maintain such insurance from the
<br />commencement date of this License until the Termination date of same; and (iv)
<br />replace such certificates of insurance for policies expiring prior to the termination
<br />date of this License.
<br />
<br />6. INDEMNITY
<br />
<br />Licensee shall indemnify, defend and hold harmless Licensor, its officers, agents,
<br />employees and volunteers from and against any and all loss or damage, expenses,
<br />injuries, death to any person or damage to property, including property and
<br />employees, volunteers, officers or agents of Licensor or Licensee, and shall
<br />indemnify, defend and hold harmless Licensor, its officers, agents, employees and
<br />volunteers from all claims, demands, suits, actions or proceedings of any kind,
<br />and shall be responsible for any and all costs and expenses, including but not
<br />limited to reasonable attorneys' fees, settlements or judgment, arising out of the
<br />construction, reconstruction, maintenance, presence, operation, use, removal or
<br />state of repair, of the License Area.
<br />
<br />7. GOVERNING LAW
<br />
<br />This License shall be governed by and construed in accordance with the laws of
<br />the State of California.
<br />
<br />8. ENTIRE AGREEMENT
<br />
<br />This License, together with all attachments and Exhibits hereto, constitutes the
<br />entire understanding and Agreement of the Parties. This License supersedes any
<br />and all other Agreements, whether oral or written, between the Parties hereto with
<br />respect to the terms set forth in this License and contains all the covenants,
<br />conditions, terms and Agreements between the Parties with respect to the subject
<br />matter herein described. Each Party to this License acknowledges that no
<br />representations, inducements, promises or agreements, whether oral or written,
<br />have been made by any party, or anyone acting on behalf of any party, with
<br />respect to the subject matter herein described, and that no Amendment hereto
<br />shall be effective unless set forth in writing, approved by the Licensor and
<br />Licensees.
<br />
<br />9. INDEPENDENT CONTRACTOR
<br />
<br />It is understood and agreed by the Parties to this License that Licensee shall, in
<br />the performance of the terms and conditions contained herein, be acting in a
<br />wholly independent capacity and not as agents, employees, partners, or joint
<br />
<br />NON-EXCLUSIVE LICENSE AGREEMENT
<br />pate 5 of8
<br />25 -7
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