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and repairs, ll You do not fulfill Your mitigations In repair wet maintain the Event Location,We have the right In co this for You,without responelbaay for any
<br /> damage Caused by Oer work. We also have the right In make any emergency repairs_ You shall immediately reimburse Us for any cost We incur in
<br /> performing any mair.terance or repair work,plug a 20%administrative fee. You may riot make any alterations.addtt-'ors or improvements to the Event
<br /> Locatior without Our prior written consent
<br /> 3_ eventSat-uo and Quotation. You must coordinale the set up end laee down with the Agent Contact set forth on the trst page of Iles Agreement,and in
<br /> accordance wllh the schedule set forth in Exhibit A. At ow request,You will provide an on-site coordinator fur set-up and lea-down of the activities governed
<br /> by this Agreement, The scheduling of all set up and take down is subject la Our absolute discretion,You shall submit in advance all plans related to the
<br /> lomaon of equipment,.setup and take-down,lime and Oates of display.. You have the sole responstbrkty for corducting the Event,which may lnctude the
<br /> erection and installation of any Event Elements authorized oy'Us,unless erection and installation am included in the Services specified in Exhibit A.You shalt
<br /> install ma Event Elements and plumptly repair al Your sole cost and expense any damage to the Shopping Center teat is caused by You,any of Your
<br /> contractere or other service providers,exhibitors and/or participants In the Event(each a-Contractor and collective's the°Contractors'),or their respective
<br /> employees,agents,affiliates or subcontractors in connection with the set-up of the Event.You are required to follow Our operating rules,as set forth in Exhibit
<br /> A.
<br /> 4, No FitClasiveg.. This Agreement does net give You any exclusive eght to sell or promote any particular product or service. Other Occupants of the
<br /> Shopping Center may sell or promote the same products or services that You do,
<br /> 5. Contractors. You are responsible to procure any and ail Contractors necessary for the Evert.You must provide us with a tot of all proposed Contractors
<br /> at least five(5)business days prior to commencement of Ilse Event.The fist shell specify the names,addresses and services to he providal by each
<br /> Contractor, Only Contractors that We approve in writing will be permitted to enter the Event Location,We will not approve of,or permit,any such Contractor to
<br /> enter the Event Location,unlit We have received from such Contractor(I)a certificate of rnsurarce evidencing coverage required by this Agreement,lislnng
<br /> Licensor and Agent as an additional insured,and(ii)an orgiret of Exhibit C hereto,signed rey a.n authorized representaive of each Contractor.without any
<br /> madiecatlon,Any exception or modification to ttoe foregoing requirements shall be at Our sole and absolute discretion,Subject la Oer approval attire Event
<br /> and the Event Elements,We wit provide to You and each authorized Contractor access to the Event Location during the Event Period in accordance with this
<br /> Agreement,You and each authorized Contractor shalt be allowed access to.and use of,the loading dock and parking lot al reesoneek times,as determined
<br /> by Us,and as needed to perform Your obigatiuns under this Agreement,
<br /> 6. Termination, Upon termination of Ibis Agreement for any reason,You must voluntarily vacate the Event Location on the applicable termination date.
<br /> leaving it in a broom-clean condition. After such termination,eo further obligations shall accrue under this Agreement,provided that each party wit remain
<br /> tlaDle for oblgatrons arising prior to the dale of termination and he all obligations and duties thereafter as specifically provided herein, This Agreement will
<br /> terminate automaticaky It the Evert Location is damaged due to fire or any other event of casualty or condemnation. You will have no recourse against Us or
<br /> Our efatiales as a result of any such casual or condemnation,. Upon termination of this Agreement for any reason,You must vacate the Center,end Your
<br /> occupancy or activity thereafter at the Shopping Center Is a trespass.If You do not surrender possession of the Event Location upon iermtnabon of this
<br /> Agreement,We may immediately remove all Your property from the Event Location end store any such property at Your expense for up In 00 days. If Your
<br /> property is not removed by You within this 20-day period,it is conclusively presumed In be abandoned_We may dispose al such property in any way We may
<br /> deem approorlate,witrout obligation or liability to You or pantos claiming by or through You. If You hold over after terrrdnatlon of this Agreement,effective as
<br /> of the day following termination,all charges due from You hereunder welt continue to accrue and will be increased by 50%. It We commence an action to
<br /> remove You as a resell of Your failure to surrender possession,You shall pay all cozies and expenses incurred by Us as a result of such action,Including
<br /> atiorneys'fees end corn costs YOU HERESY WAIVE THE RIGHT TO A TRIAL BEFORE A JURY AND THE RIGHT TO ASSERT ANY NON-
<br /> COMPULSORY COUNTERCLAIMS IN ANY ACTION FOR EVICTION OR FOR PAYMENT OF SUMS DUE UNDER THIS AGREEMENT..
<br /> 7, I I t I Pra a Rights Erich party owns end shad retain all right,title.arc interest In and to its trademarks and service marks(ualectively"Marke"),
<br /> Nether party Shall,in any way durng the Event Period or thereafter;directly or indirectly co Or cause to be done any act or thing eontestrng or in any way
<br /> challenging any part of the other part's right,title and interest in such party's Marks.You shall not,while this Agreement is in effect or thereafter,use or permit
<br /> the use of Our name or the name of any affiliate or Owe,or the name,address ar any picture or likeness of,or reference to.the Shopping Center in any
<br /> advertising,promotional,or other materials without Our prior written consent. You agree that We may make still,digital,video and/or photographic images
<br /> or recordings of the Stopping Center which may include the Event Elements,Your Merles and/or other materiels displayed at the Shopping Canter during the
<br /> Event Period_ You agree that We shall have the right to use such images or recordirgs for purposes of promoting the Shopping Center and merkeLtirg
<br /> activities al the Shopping Center, You represent and warrant that the production,operation broadcasting,advertising and promotion of the Event and the use
<br /> of the Event Elements as provided m this Agreement writ eat violate the trademark rights,copyrights,the right of privacy or publicity or consehrle a libel or
<br /> slander.or involve plagiarism or violate any other rights of any parson or entity.
<br /> 8. Insumnry, You must freemen.and require Your Contractors to maintain,as applicable,the insurance set forth in Exhibit B.
<br /> 9. Indemnity. Except for Our gross negligence or willful misconduct,from and after the Effective Date,You shalt Indemnify,hold harmless and,at
<br /> Our option,defend Us,Agent,and Our mortgagee,if any,and their respective principals,partners,members,shareholders,officers,agents,.
<br /> servants,employees,managers,and contractors,and any fee owner or underlying lessor of the Shopping Center from and against all claims,
<br /> actions,damages,taoility and expense,including without limitation reasonable attorneys'fees and expenses incurred by Us In connection with any
<br /> loss of life,personal Injury ar damage to property or business arising out of or in any way connected with the Event Location or Your operations,
<br /> the condition,use,maintenance,repair or occupancy of the Event Location,or in any way arising out of Your activities or the activities of Your
<br /> Contractors or subteasees or their respective agents.employees,servants,invitees or contractors,
<br /> 10. Waiver and Release. Unless and then solely to the extent that such damage is caused by Our gross negligence or willful misconduct,or that of
<br /> Our management agent or either of our respective agents,servants,employees or contractors,neither We,nor Our management agent nor either of
<br /> our respective agents,servants,employees or contractors shall be liable for,and You hereby waive and release all claims for loss of life,personal
<br /> injury or damage to property or business sustained by You or any person claiming through You resulting hem any accident,casualty or occurrence
<br /> in or upon any part of the Shopping Center,Including without(imitation claims or damage resulting from:any equipment or appurtenances
<br /> becoming out of repair:Our failure to keep any part of the Shopping Center In repair, injury done or caused by wind,water or other natural
<br /> element; any defect in or failure of plumbing,heating or air conditioning equipment,electric wiring or Installation thereof,gas,water,steam pipes,
<br /> stairs,porches,railings or walks; broken glass; the backing up of any sewer or downspout•, the bursting,leaking,or running of any lank,tub,
<br /> washstand,water closet,waste pipe,drain or any other pipe or tank in or about the Event Location; the escape of steam or hot water; water.snow
<br /> _._. ..... _..._..._or Ice beteg upon-arconnlngthrouger the motor anyotberptac on or near therEverrttocationt the falling ofianyfixtersi,pleatee ceiling-teaser
<br /> stucco; damage to or loss by theft or otherwise of Your property of that of others;delay or cessation in the start or conduct of Your business;and
<br /> acts or omissions of persons in the Event Location or other tenants or occupants of the Shopping Center..In addition,You hereby waive any and all
<br /> right of recovery,claim,action or cause of action against Us,Our agents,servants,employees,invitees and contractors,for any loss or damage
<br /> that may occur to the Event Location and any contents therein by reason of fire,the elements or any other cause which Is insured or required to be
<br /> insured pursuant to this Agreement,regardless of cause of origin,
<br /> 11, Aanrgnmenl You may not sell,assign,mortgage,pledge,sublicense,crcessron,or in any manner transfer.ibis Agreement or any interest herein.nor
<br /> sublicense or license all or any par of the Event Location,by operation of law or otherwise. Any unauthorized assignment shah be null and void.
<br /> 12. Default. If You fail to perform any of the obegeuoes herein,do not timely pay any sums required hereunder,or in the event We should nave a dispute with
<br /> You,We may immediately revoke,cancel and terminate this Agreement and remove Your property from the Event Location,all el Your cost and expense.
<br /> inctudina,without 'heCS incvrrad in nfegrcin -r rioh hereunder You shalt reimburse Us fgf env such costs The remedies specifically
<br /> provided for r this Agreement are cimutaiive and are in edit ion la any other remedies available to Us under applicable law.
<br /> 17. Waiver, Failure try either party to require the other to perform any tams of this Agreement will not prevent the party from later enforcing that tern, NO
<br /> term of this Agreement will be deemed waived unless waived in writing by the waiving party. If We accept a payment of any money due horn You under this
<br /> Agreement,We are not waiving any prior breech by You of any term of this Agreement,other than Your failure to make the particular payment teal We
<br /> accepted, This is true whether or nal We knew that You had breached Ibis Agreement al the time We accepted payment from You.
<br /> 14. eillscatteneotrl. This Agreement becomes vald and effective only when signed and delivered by both parties,This Agreement supersedes all prior
<br /> discussions.licenses aid other agreements of the parties,oral or written,relating to the transaction represented hereby. This Agreement may be modrfiod
<br /> only try a written instrument executes by both parties, Thin Agreement alai cue governed and nnstrued in accordance with the taws of the stale or
<br /> commonwealth where the Shopping Center is located. We have rue personal ttabley with respect to this Agreement, It We breads this Agreement,You can
<br /> lock only to Our equity in the Shopping Center to satisfy any daim against Us,We may be a party to one or more agreements with a mortgagee,beneficiary of
<br /> Ours.department store,mall occupant,or other party. This Agreement is subject and subordinate Wall the provisions le those agreements,as they may be
<br /> amended trent lime to erne, You agree to keep the terms of this Agreement confidential,and snarl not disclose them to a third parry.. It any provision this
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