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<br />4. Delivery: HCP/Aboard will deliver the Sunny Isles City Guide in December to a <br />(TBA) local warehouse as advised by SIBFL. <br /> <br />5. Terms: The term of this Agreement shall be for one (1) year, which includes f\ <br />the 2011 publication. This Agreement shJII JutomJtically be renewed for one (1) r. . <br />consecutive '/eJr, without limitation, unle:;s either party roceivos written. <br />.flotification of termination from the other party by registered m:lil on or before <br />rebruElry 1st of the calefldar year precediflg the efla of the tRefl current term 1 <br />vvith an auto renew of 1 year. <br /> <br />6. Copyright: <br /> <br />The City Guide shall consist of SIBFL Content who hereby grants HCP/Aboard <br />a non-exclusive, perpetual and royalty free license to use SIBFL Content in <br />the Sunny Isles City Guide and for no other purpose, <br /> <br />The Copyright for the Publication shall be owned by SIBFL <br /> <br />7. Indemnification: <br /> <br />Each party hereby indemnifies and holds harmless the other party, its <br />subsidiaries, parent and affiliates, successors and permitted assigns and its <br />and their directors, officers, employees, agents and contractors from and <br />against any and all liabilities, claims, losses, deficiencies, judgments, <br />damages, costs and expenses of every kind and nature (including, without <br />limitation, attorneys' fees, disbursements, and court costs) (a "Claim") to the <br />extent such Claim arises out of or in connection with or is based on (i) a <br />breach of or default under any of the indemnifying party's obligations or <br />representations and warranties contained in this Agreement, (ii) the alleged <br />negligent or intentional act or omission of Indemnifying party, its officers, <br />employees, consultants agents or contractors, or (iii) the alleged infringement <br />of any trademark, trade name, service mark, copyright, or other intellectual <br />property right of a third party by virtue of the acts of the indemnifying party. <br /> <br />The Indemnified party shall (a) notify the Indemnifying party promptly in <br />writing of any such Claim, (b) provide the Indemnifying party sole control of <br />and authority over the defense or settlement of such Claim and (c) cooperate <br />with the Indemnifying party to facilitate the defense or reasonable settlement <br />of such suit. <br /> <br />8. Release: <br /> <br />SIBFL will obtain any and all releases, licenses, permits or other authorizations <br />required to use names, likeness, photographs, copyrighted materials, artwork or <br /> <br />SIB <br />