Indemnification and Release

The Grantee will indemnify, defend and hold the Company Parties harmless against and from all liabilities, obligations, damages, penalties, claims, actions, costs, charges, and expenses, including reasonable attorney’s fees (collectively, the “Losses”) that may be imposed upon, incurred by, or asserted against Company or any of Company's Related Parties by any third party to the extent arising out of or in connection with: (a) the acts or omissions (including violation of any law) by the Renter Parties related to this Agreement; (b) Renter's use of the Venue; (c) the Event; provided that the Renter's indemnification obligations are limited to the extent any Losses are due to Company's gross negligence or willful misconduct, or structural defects in the Venue.
Company will not be responsible, and Renter waives any right it may have against Company Parties, for any loss or damage to personal property placed, used, or stored in or about the Venue by Renter Parties. All property brought into or permitted in the Venue will be at the Renter's sole risk. Promptly after the conclusion of the Event, Renter will remove from the Venue all property belonging to Renter Parties. If Renter fails to remove such property, Company may cause the removal of the property, at Renter's sole risk, cost, and expense. Company will have no responsibility or liability for losses suffered by Renter Parties, which are caused by theft, or disappearance of or damage to equipment or other articles of personal property from Company, unless and to the extent due to Company's gross negligence or willful misconduct.
Renter is responsible for the actions of Renter Parties. If the actions of any Renter Party cause or result in injury or damage to person or property, Renter will be responsible therefor. Company may retain any monies due to Renter under this Agreement to offset any loss, damage, cost, or expense that Company may suffer as a result of any actions of Renter Parties. This Section 6(c) will not impair or diminish Company's rights or limit or restrict any other legal or equitable remedy available to Company due to the actions of any Renter Party.
Insurance. Without limiting or qualifying Renter's liabilities, obligations, or indemnities, the Renter will obtain before the Event, at its sole cost and expense, the insurance coverages listed below. The insurance will contain a provision that it cannot be reduced or canceled unless and until the insurance company notifies Company thirty days prior, as the certificate holder. All insurance policies must be issued by an insurance carrier reasonably acceptable to Company with a rating of A- or better and authorized to do business in the State of Texas. Upon request, Renter will provide Company with a full and complete copy of all the insurance policies required in this Agreement. Any third party that performs services for the Event on behalf of Renter, must satisfy the same insurance requirements as provided in this section.
(i) Commercial general liability insurance, including broad form contractual liability, personal injury liability, advertising liability, and products/completed operations liability coverage with minimum limits of liability of $1,000,000.00 each occurrence, $2,000,000.00 general aggregate, $1,000,000.00 products completed operations aggregate, and $500,000.00 damage to rented premises.
(ii) Auto liability insurance covering owned, non-owned and leased or hired vehicles with the minimum amounts of $1,000,000.00 each accident.
(iii) Workmen's Compensation Insurance with a minimum of $100,000 Employers Liability coverage.
(a) Renter will supply Company with proof of the aforementioned insurance by providing Company with a Certificate of Insurance and list Company and their respective officers, directors, members, managers, agents, and employees as Additional Insureds. Further, coverage shall apply on a primary non-contributory basis, irrespective of any other insurance whether collectible or not.

Compliance with All Laws, Regulations, and Rules

Renter will furnish, at its sole cost and expense, all governmental and regulatory permits and other licenses and permits that are required by Renter for the Event.
Renter will, at its expense, comply with the requirements of all federal, state, local, or municipal laws, orders, and regulations and with any lawful direction of public officers that impose any duty upon Renter with respect to its use and occupancy of the Venue. Renter will, at its expense, comply with all rules, orders, regulations, or requirements of the fire department and Company's insurance carrier, and will not do nor permit to be done anything on or about the Venue or bring or keep anything in or about the Venue except as permitted by such organizations and agencies or any other authority having jurisdiction over the Venue.
Renter will not bring into the Venue any material, substance, equipment, or object that is likely to cause damage to the Venue, endanger the life of, or cause bodily injury to, any person in the Venue or which is likely to cause a hazard, and will cause Renter Parties to comply with such restrictions. Any decorating material will be subject to the Company's prior approval and, unless so approved, may be prevented or removed by Company.
Renter will abide and will cause Renter Parties to abide, by such reasonable rules and regulations and security procedures as may from time to time be adopted by Company for the use, occupancy, and operation of the Venue.

DISCLAIMER OF INCIDENTAL AND CONSEQUENTIAL DAMAGES. Notwithstanding any provision contained in this agreement to the contrary, except for indemnification obligations, neither party to this agreement will be liable to the other party to this agreement for any incidental, indirect, special, or consequential damages (including damages for loss of use, power, business goodwill, revenue or profit, nor for increased expenses, or business interruption) arising out of or related to the performance or non-performance of this agreement unless the damages arose due to a party's gross negligence or willful breach of this agreement.
Governing Law and Venue. This Agreement is to be governed and construed according to the laws of the state of Texas without regard to conflicts of law. The proper exclusive venue for resolution of any dispute related to this Agreement is only in the county in which the Venue is located.
Entire Agreement. This Agreement contains the entire agreement between the parties relative to the subject matter and supersedes any other prior understandings, written or oral, between the parties with respect to this subject matter. No variations, modifications, or changes in the Agreement are binding on any party to the Agreement unless set forth in a document duly executed by or on behalf of such parties.
Authority. Each party has full power and authority to enter into and perform this Agreement. Company is authorized to license the use of the Venue. The Agreement constitutes a valid and binding agreement of each party enforceable in accordance with its terms. The performance of this Agreement will not conflict with, breach, or violate any terms or provisions of any agreement to which either party is bound or violate any applicable law or regulation. This Agreement is not effective until signed by both parties.
Survival. Those provisions of this Agreement that by their nature extend beyond termination or expiration of this Agreement will survive such termination or expiration.
Waiver. No waiver of a breach of any provision of this Agreement is effective unless approved in writing by the waiving party. If a party at any time fails to demand strict performance by the other of any of the terms, covenants, or conditions set forth in this Agreement, that waiver does not constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provision of this Agreement.
Significance of Headings. Section headings contained in this Agreement are solely for the purpose of aiding in the speedy location of subject matter and are not to be given any weight in construing this Agreement.
Section References. When this Agreement makes reference to a section or exhibit, that reference is to a section or exhibit of this Agreement unless the context clearly indicates otherwise. Whenever the words “include,” “includes,” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation.” All exhibits referenced in this Agreement are incorporated as part of this Agreement as if fully set forth in this Agreement.
Counterparts. The parties may execute this Agreement in any number of counterparts, each of which is deemed an original, but all of which together constitute one and the same instrument. This Agreement may be executed by facsimile, PDF, or other signature.
Construction. All parties have been advised to seek their own independent counsel concerning the interpretation and legal effect of this Agreement and have either obtained such counsel or have intentionally refrained from doing so and have knowingly and voluntarily waived such right. Consequently, the normal rule of construction to the effect that any drafting ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement or any amendment or exhibits.