This Hold Harmless Agreement is made regarding the parade on the 7th day of December 2024, by and between the parade participant organization and its members (hereinafter, “Participants”) and Langley’s Holly Jolly Holiday Parade, Langley Chamber of Commerce and The City of Langley (all hereinafter, “Parade”). Parade and Participants are sometimes individually referred to as “Party” and collectively referred to as the “Parties.” WHEREAS, Participants desires to participate in a parade by walking, running, riding in or on a vehicle, trailer or float, or driving a vehicle, through the city of Langley, Washington. WHEREAS, in exchange for this participation, Participants desires to hold harmless the Parade from any claims and/or litigation arising out these activities. NOW THEREFORE, in consideration of the mutual covenants and conditions contained herein, Parade and Participant hereby agree as follows: TERMS: (1) Hold Harmless. Upon Participant’s participation in the activities by any of its employees, agents, invitees and/or volunteers for the purposes specified herein, Participant shall defend, indemnify, and hold harmless Parade from any and all actual or alleged claims, demands, causes of action, liability, loss, damage and/or injury (to property or person, including without limitation wrongful death), whether brought by an individual or other entity, or imposed by a court of law or by administrative action of any federal, state, or local governmental body or agency, arising out of or incident to any acts, omissions, negligence, or willful misconduct of Participant, its personnel, employees, agents, contractors, or volunteers in connection with or arising out to Participants involvement in the Parade. This indemnification applies to and includes, without limitation, the payment of all penalties, fines, judgments, awards, decrees, attorney’s fees, and related costs or expenses, and any reimbursements to Parade for all legal expenses and cost incurred by it. (2) Authority to Enter Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, rights, and authority to make this Agreement and bind each respective Party. (3) Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. (4) Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual right by custom, estoppels, or otherwise. (5) Attorney’s Fees and Costs. If any legal action or other proceeding is brought in connection with this Agreement, the successful or prevailing Party shall be entitled to recover reasonable attorneys’ fees and other related costs, in addition to any other relief to which the Party is entitled. (6) Entire Agreement. This Agreement contains the entire agreement between the Parties related to the matters specified herein, and supersedes any prior oral or written statement or agreements between the Parties related to such matters.