GENERAL TERMS AND CONDITIONS

A. Owner agrees to take all reasonable steps necessary to assure that EMI has free access to the premises and to the display(s) or equipment covered by the terms of this agreement.

B. This writing is intended by the parties as a final, complete, and exclusive expression of their agreement regarding the display system described herein.

C. During the term of this agreement, Owner shall not permit any repairs, replacements or work to be done on the display system without advance written notification to EMI advising what work is being done and when it will be done. Charges for any such repairs, replacement or work performed by entities other than EMI, shall be borne entirely by Owner and EMI shall have no responsibility or liability, therefore.

D. In no event shall EMI or any of its service agents or subcontractors be liable for any loss or damage resulting from any delay in furnishing for failure to furnish service hereunder if such delay or failure arises from any causes beyond EMI’s reasonable control, including, without limiting the generality of the foregoing, acts of God, unanticipated natural phenomenon, fire, strikes, priorities, or preferences given for U.S. Government procurement. If either party terminates this Agreement, then EMI will be paid a pro rata portion of the amounts owed as of the date of termination, as reasonably determined by Owner.

E. If any provision of this Agreement shall be deemed to be invalid, void, or illegal, such provision shall be construed and amended in a manner which permits its enforcement, but in no event shall such provision affect, impair, or invalidate any other provision of this Agreement, which shall remain in full force and effect. The Parties each acknowledge that said Party has read this Agreement and acknowledge that the only consideration for signing this Agreement are the terms stated herein that no other promise or agreement of any kind has been made whatsoever to cause any Party to sign this Agreement. The Parties each hereby represent and warrant that they are fully competent to enter into this Agreement and that they have the right, power, legal capacity, and authority to enter into this Agreement. The Parties further represent and warrant they have not assigned, transferred, or conveyed either by agreement or by operation of law to any person or entity any claims or potential claims against each other. This Agreement shall be construed in accordance with and governed by the laws of the State of California, regardless of where executed. This Agreement shall be deemed to have been jointly drafted and shall not be construed against any party hereto. No amendment or waiver shall be binding or effective unless executed in writing by all parties to this Agreement. Except for any sign facilitation, contractor, or maintenance or programming agreement between the parties related to Owner’s signs (which each shall be governed by its respective terms), this Agreement contains the entire agreement of the Parties and that any prior or contemporaneous, oral, or written, agreements, understandings or representations are merged herein and extinguished. The terms of this Agreement are contractual and not merely recital. This Agreement may be signed in more than one counterpart, each of which shall be deemed an original. This Agreement shall be deemed fully executed and effective when all parties have executed at least one of the counterparts thereof, although no single counterpart bears all such signatures. Signature pages may be transmitted by fax or email. The Parties may use for all purposes a fully executed copy of this Agreement as an original. The Parties agree to draft and execute any and all documents and perform any other acts necessary to meet the terms and obligations set forth in this Agreement. In any action between the Parties seeking enforcement or interpretation of any terms or provisions of this Agreement, the prevailing party in such action shall be awarded, in addition to court costs, actual costs and expenses incurred in the action, including, but not limited to, actual attorneys’ fees. This Agreement will be deemed a contract under, and for all purposes will be governed by and construed in accordance with, the laws of the State of California, without regard to the conflict of laws rules thereof. EMI and Owner hereby each irrevocably consent and submit to the jurisdiction of the state and federal courts located in Los Angeles County, with respect to any dispute or proceeding arising in connection with this Agreement. EMI’s relationship with Owner is that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture, or employment relationship. EMI will not be entitled to any of the rights or benefits that Owner may make available to its employees. Owner shall not withhold any taxes in connection with the compensation due to EMI hereunder, and EMI will be responsible for the payment of any such taxes and hereby agrees to indemnify Owner against nonpayment thereof. EMI is not authorized to make any representation, contract, or commitment on behalf of Owner unless specifically requested or authorized in writing to do so by an authorized officer of Owner.

F. EMI will indemnify and hold Owner (and its affiliates) harmless from and against all claims, actions, losses, expenses, costs or damages of every nature and kind whatsoever (including without limitation reasonable attorneys’ fees) which Owner, or its principals, officers, employees or agents may suffer as a result of the negligence or breach of any agreement or covenant herein of EMI in the performance or non-performance of this Agreement or as a result of any claims, charges, taxes or penalties. Owner will indemnify and hold EMI harmless from and against all claims, actions, losses, expenses, costs or damages of every nature and kind whatsoever (including without limitation reasonable attorneys’ fees) which EMI may suffer as a result of the negligence or breach of any agreement or covenant herein of Owner in the performance or non-performance of this Agreement.

G. EMI agrees not to disclose either while engaged by Owner or at any time thereafter to any person not employed by Owner or not engaged to render services to Owner, any trade secrets or confidential information of or relating to Owner or its affiliates or its business obtained by EMI while engaged by Owner; provided, however, that this provision will not preclude EMI from the use or disclosure of information known generally to the public (other than that which EMI may have disclosed in breach of this Agreement) or of information not generally considered confidential or from disclosure required by law or court order in the proper conduct of Owner’s business. EMI also agrees that upon ceasing to be engaged by Owner, EMI will not take, without the prior written consent of Owner, any report, plan or other document of Owner or its affiliates, which is of a confidential nature relating to Owner or its affiliates. The parties recognize that Owner will have no adequate remedy at law for breach by EMI of the covenants provided in this Section H, and in the event of such breach, EMI and Owner hereby agree that Owner will be entitled to an injunction, a decree of specific performance, or other appropriate equitable remedy to enforce such covenants, in addition to any other remedies that may be available to Owner at law.