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INDEMNIFIED ITEMS SHALL INCLUDE ATTORNEYS' FEES AND COSTS, COURT COSTS,
<br />AND SETTLEMENT COSTS. INDEMNIFIED ITEMS SHALL ALSO INCLUDE ANY
<br />EXPENSES, INCLUDING ATTORNEYS' FEES AND EXPENSES, INCURRED BY AN
<br />INDEMNIFIED INDIVIDUAL OR ENTITY IN ATTEMPTING TO ENFORCE THIS
<br />INDEMNITY.
<br />12. INDEMNIFICATION BY THE SDBA. SDBA SHALL INDEMNIFY, HOLD HARMLESS AND
<br />DEFEND CITY OF PARIS, LAMAR COUNTY CHAMBER OF COMMERCE, AND THE CITY
<br />OF PARIS VISITORS AND CONVENTION CENTER AND ITS EMPLOYEES, OFFICERS,
<br />DIRECTORS, MEMBERS, AGENTS, ATTORNEYS, AND REPRESENTATIVES, FROM AND
<br />AGAINST ANY ACTION, CLAIM, DEMAND OR LIABILITY, INCLUDING REASONABLE
<br />ATTORNEYS' FEES, TO THE EXTENT SUCH CLAIM ARISES OUT OF OR IS BASED UPON
<br />THE SOLE AND EXCLUSIVE ACTIONS OR OMISSIONS OF SDBA OR ITS EMPLOYEES,
<br />OFFICERS, DIRECTORS, MEMBERS, AGENTS AND REPRESENTATIVES, IN
<br />PERFORMING UNDER THIS AGREEMENT. CITY SHALL HAVE THE RIGHT TO
<br />PARTICIPATE IN THE DEFENSE OF ANY SUCH CLAIM THROUGH COUNSEL OF ITS
<br />CHOOSING.
<br />13. Confidentiality. SDBA, and its employees, agents, or representatives shall not at
<br />any time or in any manner, either directly or indirectly, use the personal benefit of
<br />SDBA, or divulge, or disclose, or communicate in any manner, any information that
<br />is proprietary to City. SDBA and its employees, agents, and representatives shall
<br />protect such proprietary information and treat it as strictly confidential. This
<br />provision shall continue to be effective after the termination of the Agreement.
<br />14. Third Party Agreements. SDBA shall have all rights and interest in proceeds payable
<br />by third Parties under SDBA's agreements with third parties.
<br />15. Name, Logos and Trademarks of City. SDBA may use, directly or indirectly, the
<br />name, logos or trademarks of the named Parties, in any form whatsoever for
<br />purposes of the Event, written consent of the named Parties being given with the
<br />signing of this Agreement.
<br />16. Name, Logos and Trademarks of SDBA. City may use, directly or indirectly, the
<br />name, logos or trademarks of the SDBA, in any form whatsoever for purposes of
<br />the Event, written consent of the SDBA being given with the signing of this
<br />Agreement.
<br />17. Assignment. Any assignment of the Agreement or any of the rights hereunder by
<br />either Party, either voluntarily or by operation of law, shall be void without the prior
<br />written consent of the other Party.
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