Indemnification. The Vendor hereby agrees to indemnify, hold harmless, release, waive, and forever discharge Living Smart Farmers Market and its agents and employees and Market Managers for all bodily and personal injury, including injuries resulting in death, and property damage, claims actions, damages, liabilities and expenses, including reasonable attorney's fees and court costs, which may occur as a result of Vendor's participation in the Market, whether or not sounding in tort or contract, and whether or not caused by a negligent act or omission of Living Smart, it's agents, representatives and employees, or the Market Managers.
Entire Agreement: This agreement contains the entire agreement of the parties regarding the subject of this agreement; and there are no other promises or conditions in any other agreement whether oral or written.
Severability: 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 the terms would become valid and enforceable, such provision shall be deemed to be written, construed, and enforced as so limited.
Injunction: It is agreed that if a vendor violates the terms of this agreement irreparable harm will occur to LSFM and money damages will be insufficient to compensate for such losses. Therefore, LSFM will be entitled to seek injunctive relief to enforce the terms of this agreement. The prevailing party shall have the right to collect from the other its reasonable costs and necessary disbursements and attorney fees incurred in enforcing this agreement.
Choice of Law: The laws of the State of California shall govern this agreement.
Dispute Resolution: In the event any dispute or controversy arising out of or relating to this agreement, the parties agree to exercise their best efforts to resolve the dispute as soon as possible. The parties shall, without delay, continue to perform their respective obligations under this agreement, which are not affected by this dispute. In resolving any dispute or controversy so related, the parties shall adhere to the following procedures.
Mediation: If the parties cannot by exercise of their best efforts resolve the dispute, they shall submit the dispute to mediation. The parties shall, without delay, continue to perform their respective obligations under this agreement, which are not affected by the dispute. The invoking party shall give to the other party written notice of its decision to do so, including a description of the issues subject to the dispute and a proposed resolution to do so thereof. Designated representatives of both parties shall attempt to resolve the dispute within 30 days after such notice. If those designated representatives cannot resolve the dispute, the parties shall meet at a mutually agreeable location and describe the dispute and their respective proposals for resolution to responsible executives of the disputing parties, who shall act in good faith to resolve the dispute. If the dispute is not resolved within 30 days after such meeting, the dispute shall be submitted to binding arbitration in accordance with the Arbitration provision of this agreement.
Arbitration: Any controversies or disputes arising out of or relating to this agreement shall be resolved by binding arbitration in accordance with the then current Commercial Arbitration Rule of the American Arbitration Association. The parties shall endeavor to select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this agreement. In the event the parties are unable to agree to such a selection each party will select an arbitrator and the arbitrators in turn shall select a third arbitrator. The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties. All documents, materials and information in the possession of each party that are in any way relevant to the claim(s) or dispute(s) shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served. The arbitrator(s) shall not have the authority, power, or right to alter, change, amend, modify, add, or subtract from any provision of this Agreement or to award punitive damages. The arbitrator shall have the power to issue mandatory orders and restraining orders in connection with the arbitration.
The award rendered by the arbitrator shall be final and binding on the parties and judgment may be entered thereon in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this agreement.
Reasonable Attorney's Fees: The parties hereby agree that the prevailing party in mediation or arbitration shall be entitled to reasonable attorney fees and costs incurred because of the dispute.
This agreement shall be signed by Vendor. This agreement is effective as of the first date that the vendor participates at the Farmers Market location managed, run, or organized by LSFM.