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ARTICLE 7 — INDEMNIFICATION <br />7.1 The City shall assume responsibility for identifying and obtaining all permissions the <br />City determines to be necessary for the artistic use of any imagery represented in the Work. The <br />Artist shall cooperate with the City in this endeavor. <br />7.2 The City shall indemnify the Artist from all liability, including any and all legal fees and <br />associated costs, in any suit that may occur concerning infringement of copyright of any imagery <br />represented in the Work. The Artist shall cooperate with the City in any defense that may be <br />necessary. <br />ARTICLE 8 — DEFAULT AND REMEDIES <br />8.1 Each Parry agrees to abide by the terms of this Agreement in good faith. If either Party to <br />this Agreement fails to fulfill or otherwise violates, any of the covenants, agreements, or terms <br />material to this Agreement, the other Party shall have the right to give written notice of the <br />failure to the defaulting Party, specifying the nature of the failure and the manner in which it can <br />be cured. The defaulting Party shall have thirty days after receipt of the notice to cure the failure. <br />If the failure is not cured within such period, the non -defaulting Party may terminate this <br />Agreement, commence legal proceedings, including an action for specific performance, or <br />pursue any other remedy available at law or in equity. <br />ARTICLE 9 — MISCELLANEOUS PROVISIONS <br />9.1 This Agreement embodies the entire agreement between the Parties and supersedes all <br />prior discussions, understandings, or agreements, whether written or oral, between the Parties <br />concerning the subject matter of this Agreement. <br />9.2 No changes to this Agreement can be made except by agreement of both Parties in <br />writing. <br />9.3 Each Party shall execute and deliver to the other Party all such further instruments and <br />documents as may be reasonably necessary to accomplish the objectives contemplated by this <br />Agreement and to provide and secure to the other Party the full and complete enjoyment of its <br />rights and privileges hereunder. <br />9.4 This Agreement shall be interpreted and enforced according to the laws of the State of <br />Indiana. <br />9.5 Any legal action related to this Agreement will be commenced in the courts of St. Joseph <br />County, Indiana, <br />9.6 In the event of any litigation, mediation, or arbitration between the Parties regarding an <br />alleged breach of this Agreement, none of the Parties shall be entitled to any award of attorney's <br />fees. <br />Ot <br />