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"Indemnified Party") from all claims, actions, losses, damages, liabilities or expenses including reasonable attorney's fees arising from any claim, demand, suit or proceeding brought or asserted by any third party ("Losses") in connection with any of the following: a. the breach by the Indemnifying Party of its obligations to the Indemnified Party under this Agreement or the inaccuracy of any warranty or representation made by the Indemnifying Party or any act or omission by it in the performance of this Agreement; b. the death or bodily or personal injury of, or other legally enforceable damage incurred by, any agent, employee, customer, business invitee, or business visitor or other person caused by the Indemnifying Party's breach of any obligation, representation, or warranty in the Agreement, or the negligence or willful misconduct of the Indemnifying Party; c. the damage, loss or destruction of any real or personal property caused by the Indemnifying Party's breach of any obligation, representation, or warranty in the Agreement, or the negligence or willful misconduct of the Indemnifying Party. 4. Intellectual Property Indemnification.Sponsored Party shall defend, indemnify and hold harmless Sponsor and its parent, subsidiary, affiliated companies, and dealers against any and all Losses for actual or alleged intellectual property infringement or other claim involving misuse or misappropriation of intellectual property arising out of the authorized publication, use or depiction in the Sponsored Party's Licensed IP and/or Event Marks. Sponsor shall defend, indemnify and hold harmless Sponsored Party against any and all Losses for actual or alleged intellectual property infringement or other claim involving misuse or misappropriation of intellectual property arising out of the authorized publication, use or depiction of Sponsor's Licensed IP. 5. Governing Law and Jurisdiction. The terms of this Agreement shall be governed by the substantive law of the Commonwealth of Virginia. Any disputes arising under this Agreement will be determined in accordance with such law. The Parties agree that the exclusive venue for any arbitration or court hearing for any controversy or claim arising out of or arising from this Agreement shall be in the state or federal courts having primary jurisdiction over Fairfax County,Virginia. 6. Arbitration• Limit of Liabilit . For any controversy or claim arising out of or arising from this Agreement that the Parties are not able to resolve between themselves,the Parties agree to binding arbitration with a nationally recognized dispute resolution service in accordance with the guidelines and rules of such service then in effect. In no event shall either Party be liable to the other party under this Agreement for any special, indirect, or consequential losses or damages; provided however, that this limitation shall not apply to a party's indemnification obligations hereunder. 7. Compliance with Law/"Morals." Sponsored Party shall conduct all activities and perform all its obligations hereunder in compliance with all applicable laws, rules and regulations. If Sponsored Party, its agents or employees, commit any act or are involved in any such situation or occurrence tending to bring Sponsor into public disrespect, scandal or ridicule; tending to shock or offend the community; tending to derogate from the public image of Sponsor; or tending to reflect unfavorably upon Sponsor or any of its products or services, then Sponsor shall have the right to terminate this Agreement immediately upon notice to Sponsored Party and without further cost or liability to Sponsor. Such situations or occurrences shall not