Section 1.            INDEMNITY.  LICENSEE SHALL INDEMNIFY, DEFEND AND HOLD OWNER AND ITS PARTNERS, MEMBERS, SUBSIDIARIES AND AFFILIATES, AND ALL OF THEIR RESPECTIVE AGENTS, EMPLOYEES, DIRECTORS, OFFICERS, LEGAL AND ECONOMIC OWNERS, SHAREHOLDERS, PARTNERS, MEMBERS, MANAGERS, AGENTS AND AFFILIATES (COLLECTIVELY, “OWNER PARTIES”), HARMLESS FROM AND AGAINST ALL DEMANDS, LIABILITIES, DAMAGES, CAUSES OF ACTION, SUITS, PROCEEDINGS AND COSTS (INCLUDING WITHOUT LIMITATION ATTORNEYS’ FEES AND 


OTHER COSTS OF LITIGATION) INCURRED BY OR CLAIMED AGAINST ANY OWNER PARTY WHICH ARE ALLEGED TO HAVE OCCURRED IN CONNECTION WITH THE EVENT (COLLECTIVELY, “CLAIMS”), INCLUDING WITHOUT LIMITATION ANY CLAIMS BASED UPON (I) ILLNESS, INJURY TO OR DEATH OF ANY PERSON, (II) DAMAGE, DESTRUCTION OR LOSS OF THE PROPERTY OF LICENSEE OR ANY OF ITS AGENTS, OFFICERS, EMPLOYEES, CONTRACTORS, OR ANY PARTICIPANT IN THE EVENT (COLLECTIVELY, “LICENSEE PARTIES”),(III) FAILURE OF ANY LICENSEE PARTY TO COMPLY WITH APPLICABLE LAW, (IV) BREACH OF THIS AGREEMENT BY ANY LICENSEE PARTY, (V) ACTS OR OMISSIONS OF LICENSEE PARTIES WHICH CONSTITUTE NEGLIGENCE, FRAUD, BREACH OF FIDUCIARY DUTY, WILLFUL, RECKLESS OR CRIMINAL MISCONDUCT, OR (VI) ACTIONS BEYOND THE SCOPE OF AUTHORITY CONFERRED UPON LICENSEE.  THE FOREGOING OBLIGATIONS WILL BE AND REMAIN EFFECTIVE EVEN IF (A) THE INCIDENT GIVING RISE TO SUCH CLAIM OCCURS BEFORE OR AFTER THE TERM OR OUTSIDE THE PREMISES OR (B) THE CONDITION OF THE VENUE OR THE PREMISES OR THE SOLE OR CONCURRENT NEGLIGENCE OF AN OWNER PARTY GIVES RISE OR CONTRIBUTES TO THE CLAIM.  LICENSEE SHALL GIVE PROMPT WRITTEN NOTICE TO OWNER OF ANY OCCURRENCE THAT MIGHT GIVE RISE TO A CLAIM.

Section 2.            WAIVER.  LICENSEE WAIVES ALL CLAIMS AGAINST THE OWNER PARTIES ALLEGED TO ARISE OUT OF (A) ANY LOSS, DAMAGE OR DESTRUCTION OF LICENSEE’S PROPERTY, OR (B) ANY INJURY TO AN EMPLOYEE OR INVITEE OF LICENSEE ARISING OUT OF OR IN THE COURSE OF THE EMPLOYMENT OR WHILE PERFORMING DUTIES RELATED TO THE CONDUCT OF LICENSEE’S BUSINESS (WITH RESPECT TO AN EMPLOYEE OF LICENSEE) OR IN CONNECTION WITH THE EVENT (WITH RESPECT TO AN EMPLOYEE OR AN INVITEE OF LICENSEE), EVEN IF THE SOLE OR CONCURRENT NEGLIGENCE OF AN OWNER PARTY CAUSED OR CONTRIBUTED TO SUCH LOSS, DAMAGE, DESTRUCTION OR INJURY.

Section 3.            Insurance.

(a)            Coverages.  Licensee and Licensee’s vendors must carry commercial general liability insurance written on the most current form of ISO CG 00 01 (occurrence basis) or its equivalent, having a minimum each-occurrence limit of $1,000,000.00, a minimum general aggregate limit of $2,000,000.00, and not exclude this Agreement from the definition of “Insured Contract” under the contractual liability provisions (“Licensee’s CGL Policy”).  Such policy shall contain (i) an endorsement including “Recipe for Success Foundation” and other Owner Parties as “additional insureds,” (ii) a waiver of subrogation in favor of Owner Parties, and (C) deletion of the contractual liability exclusion for personal injury.  Licensee’s CGL Policy must include dram shop or host liability insurance.  Such policies shall further be endorsed to remove any exception for alcoholic beverage sale, service, or consumption, and shall include a cross liability or severability of interests clause and include liquor liability or dram shop liability coverage for liability which may result from the sale or service of alcoholic beverages.  Additionally, Licensee will cause its vendors to purchase and maintain the insurance policies described in Exhibit “B” attached hereto.  The insurance coverages set forth in this Section 8(a) are Owner’s minimum requirements and do not limit Licensee’s indemnities under this Agreement.  Licensee’s vendors who do not have the required certificates of insurance on file with Owner at least fourteen (14) days prior to the Event may be excluded from the Venue by Owner.  Each insurance policy required in this Section 8(a) must be in full force and effect and provide the amount of coverage listed above through the expiration of the Term.  Owner may require additional insurance coverage and proof thereof in its sole discretion based on the nature or size of the Event.

(b)            Policies, Certificates.  All policies must be (i) issued by carriers having ratings of Best’s Insurance Guide A/VIII, or better, and admitted to engage in the business of insurance in the state in which the Venue is located, and (ii) endorsed to be primary (with the policies of all Owner Parties being excess, secondary and noncontributing).  Any deductible or self-insured retention in excess of $10,000.00 must be approved in advance by Owner.  Certificates evidencing Licensee’s insurance coverages required pursuant to Section 8(a) above must be delivered to Owner by Licensee before entering the Premises for set-up.  Such certificates must (A) specify the endorsements, waivers, and 


deletions required by Section 8(a) above (B) state the amounts of all deductibles and self-insured retentions, and (C) confirm that the applicable policy does not expire prior to the expiration of the Term.  If requested in writing by Owner, Licensee will provide to Owner a certified copy of any or all insurance policies or endorsements required by this Agreement.  The following will not constitute a waiver by Owner of Licensee’s insurance obligations: (I) Licensee’s use of the Premises without delivering the required insurance certificates or (II) acceptance by Owner of certificates evidencing insurance coverages different from those required by this Agreement.