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