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Letter Agreement—Shakespeare by the Sea
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<br /> employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be
<br /> responsible for all applicable withholding taxes.
<br /> 10, Indemnification: Speaker/Performer,his or her agents,or employees(if applicable)agrees to and shall indemnify,
<br /> defend,and hold harmless the City,its officers,agents,employees,consultants,special counsel,and representatives
<br /> from and against all loss, expenses, or liability(including costs and attorney's fees) arising from the negligence or
<br /> willful misconduct of Speaker/Performer,his or her agents, or employees. Speaker/Performer shall indemnify the
<br /> City against any liability or damages, including attorney's fees, that may arise as a result of violation by
<br /> Speaker/Performer of copyright laws.
<br /> 11. Release: Speaker/Performer accepts the Property and any City-provided equipment used in connection with the
<br /> performance in their "as-is" condition, with all faults. Speaker/Performer fully releases, waives and discharges
<br /> forever any and all claims, demands, rights, and causes of action of any kind or nature against, and covenants not
<br /> to sue,City,its elected officials,officers,employees,agents and volunteers,and all persons acting on behalf of,by,
<br /> through or under each of them, under any present or future laws, statutes, or regulations for any claim or event
<br /> relating to the condition of the Property or City-provided equipment or Speaker/Performer's use thereof.
<br /> 12. The City shall have the right and royalty-free license to simulcast or produce and show a tape-delayed broadcast of
<br /> Speaker/Performer's presentation to the City community or general public, through webcast or any other means.
<br /> This license shall be non-exclusive and the copyright shall remain with the Speaker/Performer. Copies of
<br /> Speaker/Performer's presentation may be maintained by the City, and Speaker/Performer consents to use of such
<br /> recordings.
<br /> 13. Speaker/Performer is solely responsible for payment of royalty fees,performance fees, or similar fees that may be
<br /> required by unions or similar organizations.
<br /> 14. Speaker/Performer shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
<br /> orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and
<br /> veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the
<br /> recruitment,selection,teaching,training,utilization,promotion,termination or other employment related activities
<br /> or any services provided under this Agreement. Speaker/Performer affirms that they are an equal opportunity
<br /> employer and shall comply with all applicable federal, state and local laws and regulations.
<br /> 15. This Agreement shall in all respects shall be interpreted,enforced,and governed exclusively by and under the laws
<br /> of the state of California. Both parties agree that Orange County, California, shall be the venue for any action or
<br /> proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.
<br /> 16. This Agreement represents the complete and exclusive statement between the City and Speaker/Performer regarding
<br /> the subject matter herein and supersedes any and all other agreements, oral or written, between the parties. This
<br /> Agreement may not be modified except by written instrument signed by the City and by an authorized representative
<br /> of Speaker/Performer.
<br /> [signatures page follows]
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