This HOLD HARMLESS AGREEMENT (this "Agreement") is made effective on the date of submission by and between Global Food & Beverage Expo DBA VFX Fest (hereinafter, "VFX Fest"), of 4632 Maryland Pkwy, Las Vegas, Nevada 89170 and Vendor (hereinafter, "Vendor”) of Las Vegas, NV, Nevada. Global Food & Beverage Expo DBA VFX Fest and Vendor are sometimes individually referred to as "Party" and collectively referred to as the "Parties."'
WHEREAS, Vendor will be performing the following services for VFX Fest: Vendor sales or services in support of VFX Fest. Effective date on August, 3, 2019; and
WHEREAS, in exchange for valuable consideration, Vendor desires to hold harmless VFX Fest from any claims and/or litigation arising out of Vendor's performance of the work of providing these services.
NOW THEREFORE, in consideration of the mutual covenants and conditions contained herein, VFX Fest and Vendor hereby agree as follows:
1. Hold Harmless. Vendor shall hold harmless VFX Fest from any and all claims, lawsuits, demands, causes of action, liability, loss, damage and/or injury, of any kind whatsoever (including without limitation all claims for monetary loss, property damage, equitable relief, personal injury and/or wrongful death), whether brought by an individual or other entity, or imposed by a court of law or by administrative action of any federal, state, or local governmental body or agency, arising out of, in any way whatsoever, any acts, omissions, negligence, or willful misconduct on the part of Vendor, its officers, owners, personnel, employees, agents, contractors, invitees, or volunteers . This indemnification applies to and includes, without limitation, the payment of all penalties, fines, judgments, awards, decrees, attorneys' fees, and related costs or expenses, and any reimbursements to VFX Fest for all legal fees, expenses, and costs incurred by it.
2. Authority to Enter Agreement. Each Party warrants that the individuals who have signed this Agreement have the actual legal power, right, and authority to make this Agreement and bind each respective Party.
3. Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
4. Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual right by custom, estoppel, or otherwise.
5. Attorneys' Fees and Costs. If any legal action or other proceeding is brought in connection with this Agreement, the successful or prevailing Party, if any, shall be entitled to recover reasonable attorneys' fees and other related costs, in addition to any other relief to which that Party is entitled. In the event that it is the subject of dispute, the court or trier of fact who presides over such legal action or proceeding is empowered to determine which Party, if any, is the prevailing party in accordance with this provision.
6. Entire Agreement. This Agreement contains the entire agreement between the Parties related to the matters specified herein, and supersedes any prior oral or written statements or agreements between the Parties related to such matters.
7. Enforceability, Severability, and Reformation. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. The intent of the Parties is to provide as broad an indemnification as possible under Nevada law. In the event that any aspect of this Agreement is deemed unenforceable, the court is empowered to modify this Agreement to give the broadest possible interpretation permitted under Nevada law.
8. Applicable Law. This Agreement shall be governed exclusively by the laws of Nevada, without regard to conflict of law provisions.