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<br />Art License Agreement between Casey Rickey and City of San Leandro Last Edited <br /> 06/28/2023 <br /> <br />9. TRANSFER AND ASSIGNMENTS <br /> Licensee may not assign or transfer this Agreement or any rights granted <br />under it. No amendment or waiver of any terms is binding unless in writing and signed by the <br />Parties. <br /> <br />10. INDEMNIFICATION <br /> Licensee will indemnify and defend Licensor against all claims, liability, <br />damages, costs, and expenses, including reasonable legal fees and expenses, other than <br />those for copyright or trademark infringement, arising out of any use of the Images or <br />materials furnished by Licensee. It is the responsibility of the Licensee to obtain the <br />necessary model or property releases and ensure that they are in full effect and force. <br />Licensor hereby releases, indemnifies, and holds harmless the Licensee, including its <br />elected and appointed officials, officers, directors, agents and employees from and <br />against any and all claims or liability for bodily injury (including death), copyright or <br />trademark infringement, damage to property, personal injury, demands, losses, damages, <br />costs and expenses (including any attorney’s fees) or any kind, and lawsuits arising from, <br />or alleged to arise from Licensee’s use of the Images, which is the subject of this <br />Agreement. This indemnification shall survive termination of this Agreement. <br /> <br />11. GENERAL LAW/ARBRITRATION <br /> This Agreement sets forth the entire understanding of the Parties, and <br />supersedes all prior agreements between the Parties. This Agreement shall be governed, <br />interpreted, and enforced in accordance with the laws of the State of California. Any <br />claim or litigation arising out of this Agreement or its performance may be commenced <br />only in courts physically located in Alameda County, California, and the Parties hereby <br />consent to the personal jurisdiction of such courts. In the event of any litigation arising <br />out of or relating to this Agreement, the prevailing party shall be entitled to recover its <br />attorneys’ fees incurred in the litigation. If the Parties are unable to resolve the dispute, <br />either party may request mediation and/or binding arbitration in a forum mutually agreed <br />upon by the Parties. <br />DocuSign Envelope ID: 8B50F6A2-2138-4044-8F71-63C390AEA426