FONHA Hold Harmless Agreement

This HOLD HARMLESS AGREEMENT (this "Agreement") is made effective on July 20, 2023 by and between Friends of New Holstein Airport, LLC (hereinafter, "FONHA"), of 275 Palomino Lane, Lino Lakes MN 55014 and Participants of the FONHA Events and activities (hereinafter, "Participant"). FONHA and Participant are sometimes individually referred to as "Party" and collectively referred to as the "Parties."'

WHEREAS, Participant desires to participate in flying and non-flight activities associated with the 2023 FONHA Taildragger Fly-in including, but not limited to, participation in the fly-outs, the STOL exhibition, Young Eagles event; and

WHEREAS, in exchange for being allowed to participate in these activities, Participant desires to hold harmless FONHA, its members and volunteers, the City of New Holstein, its elected officials and employees, Saxon Homestead Farm, its owners, employees, and volunteers, Kelley Country Creamery, its owners and employees, from any claims and/or litigation arising out of Participant’s participation in the activities.

NOW THEREFORE, in consideration of the mutual covenants and conditions contained herein, the Parties hereby agree as follows:

TERMS

1. Hold Harmless. Participant shall fully defend, indemnify, and hold harmless FONHA and its members and volunteers, the City of New Holstein WI and its elected officials, employees, and volunteers, Saxon Homestead Farm and its owners, employees, and volunteers, Kelley Country Creamery and its owners and employees, from any and all claims, lawsuits, demands, causes of action, liability, loss, damage and/or injury, of any kind whatsoever (including without limitation all claims for monetary loss, property damage, equitable relief, personal injury and/or 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, in any way whatsoever, any acts, omissions, negligence, or willful misconduct on the part of Participant, its officers, owners, personnel, employees, agents, contractors, invitees, or volunteers . This indemnification applies to and includes, without limitation, the payment of all penalties, fines, judgments, awards, decrees, reasonable attorneys' fees, and related costs or expenses, and any reimbursements to FONHA, City of New Holstein, Saxon Homestead Farm, and/or Kelley Country Creamery for all legal fees, expenses, and costs incurred by it.

2. Authority to Enter Agreement. Each Party warrants that the individuals who have signed this Agreement has the actual legal power, right, 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, estoppel, or otherwise.

5. Attorneys' Fees and Costs. If any legal action or other proceeding is brought in connection with this Agreement, the successful or prevailing Party, if any, shall be entitled to recover reasonable attorneys' fees and other related costs, in addition to any other relief to which that Party is entitled. In the event that it is the subject of dispute, the court or trier of fact who presides over such legal action or proceeding is empowered to determine which Party, if any, is the prevailing party in accordance with this provision.

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 statements or agreements between the Parties related to such matters.

7. Enforceability, Severability, and Reformation. 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 it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. The intent of the Parties is to provide as broad an indemnification as possible under Wisconsin law. In the event that any aspect of this Agreement is deemed unenforceable, the court is empowered to modify this Agreement to give the broadest possible interpretation permitted under Wisconsin law.

8. Applicable Law. This Agreement shall be governed exclusively by the laws of Wisconsin, without regard to conflict of law provisions.

9. Exclusive Venue and Jurisdiction. Any lawsuit or legal proceeding arising out of or relating to this Agreement in any way whatsoever shall be exclusively brought and litigated in the federal and state courts of Wisconsin. Each Party expressly consents and submits to this exclusive jurisdiction and exclusive venue. Each Party expressly waives the right to challenge this jurisdiction and/or venue as improper or inconvenient. Each Party consents to the dismissal of any lawsuit that they bring in any other jurisdiction or venue.