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and repairs- If You do not fulfill Your obligations to repair and maintain the Event Loretto.,We have the fig re to do this for You,without responsibility for any
<br /> damage caused by Our work. We also have the right to make any emergency repairs. You shah immediately reimburse Us for any cost We incur in
<br /> performing any maintenance or repair work.plus a 20%administrative fee. You may not make any alterations,additions or improvements to the Event
<br /> Location mahout Ow prior written consent.
<br /> 3. Fgeni Selott and On.ralkn. You must cocrdirate the set up and take down with the Agent Contact sot forth on the first page of this Agreement,ono'e
<br /> accordance with the schedule set forth in Exhibit A. Al our request,You will provide an on-site coordinator for set-up and tear-down of the activities governed
<br /> by this Agreement The scheduling of all set up and lake down is subject to Our absolute discretion.You shall submit r,advance all plans related to the
<br /> location of equipmenl,sal-up and take-dawn,lime and dates of display You have the sole responsibility for conducting the Event,which may inched*the
<br /> erection and installation of any Event Elements autttoriea by Us.unless erection and Installation are mcarded in the Services'pacified in Exhibit A.You shall
<br /> Install the Event Elements end promptly repair at Your sole cost and expense any damage to the Shopping Canter that+'caused by You any of Your
<br /> contractors or other service providers,exhibitors and/or participants in the Evert(each a"Contractor"and collectively era'Gorlractors"l,or their respective
<br /> employees.agents affi aces or subcontractors In mmoectlon with the set-up of the Event.You are required to follow Our oporabng rules,as set forth in Exhibit
<br /> A.
<br /> 4. No Exclusives. This Agreement does not give You any exclusive right to see or promote any particular product or service.Other occupant'of the
<br /> Shopping Center may sell or promote Ma came products of serviette that Yeti do.
<br /> 5. elontraclorti, You are responsible ho procure any and all Contractors necessary for the Event.You must provide us with a list of all proposed Contractors
<br /> el least Ova(5)busness days prior to commencement of the Event.The ist shoe specify the names,addresses and serviette to be provided by each
<br /> Contractor. Only Contractors that We approve in writing wit be permitted to enter the Event Location.We wit not approve Si.or permit,any such Contractor to
<br /> enter the Event Location,until We have received from such Contraclor(ii)a certificate of insurance evidences coverage required by this Agreement,hating
<br /> Licensor and Agent as en additional insured.and(0)an original of Exhibit C hereto,signed by an authorized representa/ve of each Contractor,without any
<br /> modification.Any escaped+)or modification to the foregoing requirements shall beat Our sole and absokrte discretion.Subject to Our approval of the Event
<br /> and the Event Elements,We will provide Is 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 shall be allowed access to,and uae ot,the loading dock and parking tat at reasonable times.as determined
<br /> by Us,and es needed to perform Your obligations under this Agreement.
<br /> 6. Tisrmfna0on Upon termnaton of this Agreement for any reason You must voluntanty vacate the Event Location on the applicable termination date,
<br /> leaving it in a broom-Clean condition. After such termination,no further obligations shall accrue under This Agreement,provided that each party will remain
<br /> liable for obligations arising prior to the date of termination and for all obligations and duties thereafter as specifically prodded herein. This Agreement wit
<br /> terminate automatically if the Even'Location i0 damaged doe Ira Ira Or any other event of casualty or condemnation. You will have no recourse against Us or
<br /> Our af/iales as a result of any such casualty or condemnation. Upon lemenation of this Agreement lor any reason,You must vacate the Center,and Your
<br /> occupancy or activity thereafter at the Shopping Center is a trespass. if You do not surrender possession of the Event Location upon termination of this
<br /> Agreement,We may Immediately remove all Your property from the EveM Location and store any such property at Your expense for up to 30 days. If Your
<br /> property is not removed by You within this 30-day period,It is conclusively presumed to be abandoned.We may dispose of such property in any way We may
<br /> Seem appropriate.without obligasrtn or habit,to You or ponies claiming by or through You. if You hold over after termination of this Agreement.effective as
<br /> of the day following termination,au onarges clue from You hereunder veil comsat to accrue and Witt tie increased by 50",.. It We comments en action to
<br /> remove You as a result of Your failure to surrender possession,You shall pay all costa and expenses incurred by Us as a result of such action.including
<br /> atturneys-fees and court costs. YOU HEREBY WAIVE THE RIGHT TO A TRIM.BEFORE A JURY AND THE RIGHT TO ASSERT ANY NON-COMPULSOR'
<br /> COUNTERCLAIMS IN ANY ACTION FOR EVICTION OR FOR PAYMENT OF SUMS DUE UNDER THIS AGREEMENT.
<br /> t Inteiectuaf Prooenv Rigida. Each party owns and shalt retain all rigm,title and interest in and to Its trademarks and service marks(collectively"Merles"),
<br /> Neither party shall,in any way during the Evert Period or thereafter,erectly or indirectly do or cause to be done any act or thing contesting ar in any way
<br /> challenging any part of ere other party's right.ire and interest in such party's Merits,You snail not,while this Agreement is it effect or thereafter,use or permit
<br /> the use of Our name or the name Of any affiliate of Ours,or the name.address or any picture or likeness of.or reference to,he Shopping Centel in any
<br /> advertising.promotional,or other materials without Our prior written consent You agree that We may rnake sat,digital,video and/or photographic images
<br /> or recordings of the Stropping Center which may include the Event Elements,YOU(Marks anther other materials displayed at the Shopping Canter during the
<br /> Event Period.You agree that'Ne shall have the rght to use such mages or recordings for purposes of promoting the Shopping Center and marketing
<br /> activities at the Shopping Center. You represent and warrant stet the production,operation,broadcasting,advertising and promotion of the Event and the use
<br /> of the Event Elements as provided In this Agreement will not violate the trademark rights,copyrights.the right of privacy or publicity or conettute a libel or
<br /> slander,or involve plagiarism or violate any other egets or any person or entity
<br /> a. Inot1rerse, You must maintain,and require Your Contractors to mantels,as applicable,the Insurance set forth in Exhibit B.
<br /> 9. )ndemnitrl. Except for Our gross negligence or willful misconduct,from and after the Effective Date.You anal'indemnify,hold harmless and,al
<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 aft claims.
<br /> actions,damages,liability and expunee,including without limitation reasonable attorneys'fees and expenses incurred by Us in connection wttn any
<br /> loss of llle,personal Injury or 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 editing out of Your activities or the activities of Your
<br /> Contractors or sublessees 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 teaming through You resulting from sny accident,casualty or occurrence
<br /> In or upon any part of the Shopping Center..Including without limitation claims or damage resulting from;arty 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 gash; the backing up of any sewer or downspout: the bursting,leaking,or running of any tank,tub,
<br /> washstand,wetsr closet,waste pipe,drain or any other pipe or lank in or about the Event Location; the escape of steam or hot water; water,snow
<br /> or ice being upon or coming through the roof or any other place on or near the Event Location;the falling of any fixture,plaster,ceiling tile or
<br /> stucco; damage to or lose 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 ail
<br /> right of recovery,claim,action or cause of action against Ue.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, gyugngteoL You may not set,assign.mortgage,pledge.sublicense,concession,or in any merrier transfer.this Agreement or any interest herein,nor
<br /> sublicense or scans.all or any part of the Event Location,by operation of law or athervAse. Any unauthorized assignment shall be null and void.
<br /> 12. QtBfull. If You fail to perform any of the obligations herein,do not emery pay any sums required hereunder,or in the event We shouted have a dispute with
<br /> You,We may Immediately revoke.cancel and Jennie ate this Agreement and rerreve Your property from lee Event Location,all at Your cost and expense,
<br /> 5131ging wdhpstt irritation,attor eaS fees incurred in eMorcno Our rights hereunder You shall renrgburse Us far any_such coots The remedies spectrally
<br /> provided for in this Agreement are cumulative and are In addition to any other remedies aver:able to Us under applicable law.
<br /> 13. Waivah Failure by either party to require the other to perform any terms of this Agreement will rot prevent the party porn later enforcing that term No
<br /> term of lets Agreement will be deemed waived unless waived in writing by the waiving party. d We accept a earl-lent of any money due from You under this
<br /> Agreement,We are not waiving any prior breach by You of any tame of this Agreement,other than Yr_ur failure to make the particular payment that We
<br /> accepted. This is true whether or not We knew that You had breached this Agreement at the time We accepted payment from You,
<br /> 13. pyfiscelleneeV5. This Agreement becomes valid and effective only when signed and delivered by both panes This Agreement supersedes all prior
<br /> discussions,icenses and other agreements et the parties.oral or written,relating to the tranaaclion represented hereby.This Agreement may be rncdiflea
<br /> only by a con Pen instrument executed by both pantos. This Agreement shall be governed and construed in accordance with the laws of the state or
<br /> commrrmvealth where the Shopping Center is boated, We have no personal liability wiln respect to this Agreement. if We breach this Agreement,You can
<br /> look only to Our equity in the Shopping Center to satisfy any claim against Us. We may be a parry 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 to all the provisions in chose agreements.as the ma be
<br /> amended from time to tune. You agree to keep the teems of INS Agreement confidential,and shall not disclose them to a third party, If any pro his
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