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<br /> others arising from the acts or omi ions of Licensee, its employees, agents,invitees.or -
<br /> guests.
<br /> (b) Licensee sha11 indemnify Licensor, ts directors, officers, employees, and agents againsf
<br /> all claims, actions, losses,damages, costs, expenses,and liabilities,arising out of actual
<br /> or alleged injury to or death of person or loss of or damage to property upon �e
<br /> Emire 'i'ract, including the perso 1 and property of Licensor, its directars, officers, �
<br /> employees,agents, invitees,license ,or others,azising from(a)the acts or omissions of
<br /> Licensee, its employees, agerns, in itees, or guests or (b) the frtness, merchantability,
<br /> warranties, representations, or def ts or any other claims regarding or involving the
<br /> products or serviees sold, offered, r provided at the Premises, inciuding any products
<br /> liability or breach of express or im lied warranty claims, including those caused by the
<br /> negligent acts or omissions of L censor, but exciuding those found by final and
<br /> unappeaiabte judgment to have bee caused solely by Licensor's negligence or willful
<br /> misconduct.
<br /> 13. Supplier's Personnel. [.icensee and Li nsor are independent contractors. Licensee has
<br /> exclusive control over its personnel, its labo and employee relations, and its policies relating to �
<br /> wages,hours,working conditions,and other employment conditions. Licensee has the exclusive
<br /> right to hire, trans€er, suspend, lay off, ecall, promote, discipiine, discharge, and adjust
<br /> grievances with its personnel. At any time, 6owever,Licensor may require Licensee to remove ,
<br /> from the Premises any personnel objectio able to Licensor for any lawful reason. All of �
<br /> Licensee's personnel must be neat, ctean, d appropriately dressed, and obey Licensor's ruIes
<br /> and policies while on the Premises.
<br /> 14. Assignment Licensee may not a5sign this Agreement or further license the use of any part of
<br /> the Premises without Licensor's consent, w ich Licensor may withhoid in its discretion. Any
<br /> attempted assignment in violation of this A ement is void.
<br /> 15. Governing Law. This Agreement is gove ed by Illinois law, excluding its conflicrs of law
<br /> n�les. Licensee irrevocably submits to, an waives objection to, venue and exclusive personal
<br /> jurisdiction in the federa] and state courts in Cook County, IIlinois far any dispute arising out of
<br /> this Agreement.
<br /> 16. Notices. Notices under this Agreement must be in writing and delivered by nationalfy recognized
<br /> overnight courier service, certified mail ( turn reveipt requested), facsimite with electronic
<br /> confirmation, or personat delivery to the rty's address stated at the top of this Agreement. i
<br /> Notice is effective:(i)when detivered perso ally,(ii)when received by c�rtified mail,(iiil when
<br /> delivered by a nationaliy recognized courier ice,or(iv)on the business day foliowing receipt �
<br /> of a facsimile with electronic confirmation t the sender. ;
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<br /> 17. Severability. Tf any prvvision of this Agr ent is determined to be unenforceable, the parties
<br /> intend that tfiis Agreement be enforced as i the unenforceable provisions were not present and �
<br /> that any partia(ly valid and enforceable p ovisions be enforced to the extent that they are E
<br /> enforceabie. ,
<br /> 18. No Waiver. A party does not waive any Ir�ght under this Agreement by faiIing to insist on
<br /> compliance with any of its terms or 6y failin�to exercise any of its rights. A waiver hereunder is
<br /> effective as to subsequent breaches or oth�r terms only when the waiving party so states in �
<br /> writing. I
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