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fees in providing a defense to any claim arising therefrom, for which Performers shall become legally liable arising from Performers' acts, errors or omissions with respect to or in any way connected with the Performances pursuant to this Agreement. 15. Performers as Independent Contractor. Performers are an independent contractor and the means by which Performers shall accomplish the tasks contemplated by this Agreement shall be under the sole control of Performers. Performers agree that in performing the services required under this Agreement, Performers are not an agent of the Agency, but an independent contractor for services with full rights to manage its employees subject to the requirements of the law. All persons employed by or contracted with Performers to furnish services in connection with the services performed under this Agreement are not employees of the Agency in any respect. 16. Litigation Expenses; Attorney Fees. In the event any action, suit or proceeding is brought for the enforcement of, or the declaration of any right or obligation pursuant to this Agreement or as a result of any alleged breach of any provision of this Agreement, the prevailing party in such suit or proceeding shall be entitled to recover its costs and expenses, including reasonable attorney's fees, from the losing party, and any judgment or decree rendered in such a proceeding shall include an award thereof. 17. General. This Agreement shall be governed by, interpreted under, construed and enforced in accordance with, the laws of the State of California. This Agreement is made and entered into in the County of San Mateo, State of California, and any legal actions or proceedings arising from or related to this Agreement shall be brought in the County of San Mateo, State of California. In the event that any provision of this Agreement is declared invalid or void by statute or judicial decision, such action shall not invalidate the entire Agreement. It is the express intention of the Parties that all other provisions not declared invalid or void shall remain in full force and effect. The failure by either Party to act with respect to a breach by the other shall not constitute a waiver of the right to act with respect to subsequent or similar breaches. This Agreement may not be amended or modified in any respect whatsoever except by an instrument in writing signed by the Parties. This Agreement may not be assigned by either party without the written consent of the other parties. This Agreement constitutes the entire Agreement between the Parties and may only be amended in writing signed by both Parties. Page 4