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The Partner agrees to indemnify, hold harmless, and defend at Partner's expense, StoryCorps
<br />and its employees, directors, officers, agents, successors and assigns (including the Library of Congress)
<br />from and against all third party claims (including claims for defamation, invasion of privacy, right of
<br />publicity, or copyright infringement), liabilities, damages and expenses (including attorneys' fees and
<br />court costs) and other such losses arising out of, resulting from, or related to Partner's use and/or content
<br />of the Onsite Interviews.
<br />X. TERM/TERMINATION
<br />1. Term
<br />This Agreement shall be effective as of the Effective Date first written above and shall continue in
<br />full force and effect until the earlier of: (i) five (5) years from the Effective Date; or (ii) the effective
<br />date of a termination as set forth below. Unless earlier terminated pursuant to the terms provided
<br />in this Section and if the Partner is not in breach or default hereof, the Partner shall have the
<br />option, but not the obligation, to renew and extend this Agreement for an additional five (5) year
<br />term by providing written notice to StoryCorps at least thirty (30) days prior to the expiration of the
<br />current term. Alternatively, this Agreement may be extended for any duration at any time by a
<br />written statement executed by both parties. Any reference herein to the term of this Agreement
<br />shall include all extensions and renewals.
<br />2. Termination
<br />A. Either party may terminate this Agreement and the license granted herein (reserving all other
<br />remedies and rights under this Agreement in law and in equity) in the event of material
<br />breach of this Agreement by the other party, by giving the breaching party at least thirty (30)
<br />days from receipt of written notice to cure its breach in all material respects. If the breaching
<br />party fails to cure the breach within the period provided, the non -breaching party may
<br />terminate this Agreement in its entirety. If the breaching party has reasonably and diligently
<br />begun to cure its default within the time period provided by the non -breaching party but such
<br />default is incapable of being cured within such time period, the non -breaching party shall
<br />afford the breaching party such additional time as may be necessary to diligently and with
<br />best efforts cure such default.
<br />B. StoryCorps shall have the right, without prejudice to any other rights that it may have, to
<br />terminate this Agreement in its entirety or with respect to certain uses of the Partner, effective
<br />immediately, upon written notice to the Partner in the event of (a) the Partner's voluntary
<br />bankruptcy under the United States Bankruptcy Code or any successor statute, (b)
<br />proceedings for bankruptcy or insolvency are instituted against the Partner by anyone in any
<br />legal forum which proceedings are not dismissed within sixty (60) days after institution, (c) the
<br />assignment of all or substantially all of the Partner's assets for the benefit of creditors, or (d)
<br />all or substantially all of the Partner's assets become subject to levy, seizure, assignment or
<br />sale for, or by, any creditor or governmental agency, unless released, satisfied or otherwise
<br />resolved within sixty (60) days.
<br />Upon termination or expiration of this Agreement, other than due to a breach by the Partner
<br />of any provision of this Agreement, the provisions of Section V (Limited Grant), Section VII
<br />(Ownership), Section VIII (Release), Section IX (Indemnification), Section X (Termination),
<br />Section XII (Governing Law) and Section XIII (Severability), shall survive; provided, however,
<br />that StoryCorps shall have the right to terminate the license granted to the Partner in Section
<br />VI at any time after the expiration or termination of this Agreement if the Partner breaches
<br />any of its obligations under Section VI and/or Section VIII. Upon the occurrence of any such
<br />breach, StoryCorps shall deliver written notice to the Partner and the Partner shall
<br />immediately cease any use of the Collection and promptly return the Collection to
<br />StoryCorps.
<br />D. Upon termination or expiration due to a breach of any provisions of this Agreement by the
<br />Partner, all rights and obligations of the parties hereunder shall terminate, except the
<br />provisions of Section VIII (Release), Section IX (Indemnification), Section XII (Governing
<br />StoryCorps Onsite Agreement 15
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