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or at such other address with respect to either such party as that party <br />may, from time to time, designate in writing and forward to the other as <br />provided in this Section. <br /> <br />f. This Agreement may be executed in any number of <br />counterparts, each of which shall constitute one and the same instrument. <br /> <br />g. This Agreement is made and shall be governed in all <br />respects by the laws of the State of Minnesota. Any disputes, <br />controversies, or claims arising out of this Agreement shall be heard in the <br />state or federal courts of Minnesota, and the parties to this Agreement <br />waive any objection to the jurisdiction of these courts, whether based on <br />convenience or otherwise. <br /> <br />h. If any provision or application of this Agreement is held <br />unlawful or unenforceable in any respect, such illegality or unenforceability <br />shall not affect other provisions or applications that can be given effect, <br />and this Agreement shall be construed as if the unlawful or unenforceable <br />provision or application had never been contained herein or prescribed <br />hereby. <br /> <br />i. This Agreement, together with its Exhibits, which is <br />incorporated by reference, constitutes the complete and exclusive <br />statement of all mutual understandings between the parties with respect to <br />this Agreement, superseding all prior or contemporaneous proposals, <br />communications, and understandings, whether oral or written, concerning <br />this Agreement. This Agreement may not be amended nor any of its <br />terms modified except by a writing authorized and executed by both <br />parties hereto. <br /> <br />8. The Corporation shall protect, indemnify, defend, and hold <br />harmless the City and its governing body members, officers, agents, servants, <br />and against and from any claim, demand, suit, action, or other proceeding <br />whatsoever by any person or entity whatsoever arising or purportedly arising <br />from this Agreement or the activities undertaken pursuant to it. The provisions of <br />this paragraph 8 shall survive termination of this Agreement. <br /> <br />9. The Corporation will provide the City with a comprehensive <br />accounting and detailing of the expenditure of funds contributed by the City to the <br />Festival and the Corporation. <br /> <br /> <br /> IN WITNESS THEREOF, the parties have caused this Agreement to be <br />executed as of the date first above. <br /> <br /> <br /> <br /> <br /> <br /> <br /> <br />