Agmt19 Legal Aid Society of San Mateo Co RWC 2020

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LASSMC will maintain general liability and other insurance appropriate for its activities under this MOU. LASSMC will indemnify, defend and hold Partner, and its directors, officers, employees, agents, and assigns, harmless against all claims, liabilities, losses, damages, and expenses, including, without limitation, claims arising from death or personal injury, attorneys' fees, and taxes and insurance contributions for which it has responsibility plus penalties and interest, which may arise directly or indirectly from (i) any breach by LASSMC of this MOU, (ii) any other act or omission by LASSMC, (iii) any claims by suppliers, or creditors, or by other persons in a relationship with LASSMC, or (iv) any claims relating to tax, insurance contribution, workers' compensation or other law applicable to LASSMC. LASSMC will have no obligation to indemnify Partner to the extent the liability is caused by Partner's gross negligence or willful misconduct. VI. OTHER GROUND RULES A. This MOU is legally binding on both LASSMC and the Partner. B. Limitation on Use of Funds. The Partner will use the funds provided under this MOU exclusively for the purposes set out in Section IV. The Partner will not use the funds or any income earned from investment of the funds to influence any election or to engage in any activity that is prohibited by Internal Revenue Code Section 501(c)(3) or to support any person or organization engaged in terrorist activity. C. Modifications. This MOU describes LASSMC's and the Partner's entire agreement and supersedes all prior or contemporaneous written and oral agreements and communications between LASSMC and the Partner. This MOU may be modified by a written amendment signed by both LASSMC and the Partner. D. Confidentiality. LASSMC and the Partner will use the other's Confidential Information (defined below) only in connection with its activities under the MOU and will keep it confidential, using at least the same degree of care as the receiving party uses to prevent the unauthorized use or disclosure of its own confidential information. "Confidential Information" means information regarding one party and furnished to the other party that is marked or otherwise identified as "confidential" when it is disclosed. It does not include information which: (i) is or becomes generally available to the public other than as a result of a disclosure by the receiving party; (ii) was known by the receiving party prior to its being furnished to the receiving party by or on behalf of the disclosing party; (iii) is or becomes available to the receiving party on a non -confidential basis from a source other than the disclosing party; or (iv) is independently developed by the receiving party. All Confidential Information furnished under this MOU is and will remain the property of the disclosing party. E. Compliance. LASSMC and the Partner will comply with all laws, ordinances, rules, and regulations of any government or administrative agency that relate to its activities in respect of the Project. LASSMC and the Partner will comply with provisions of the Internal Revenue Code and regulations applicable to each organization as tax-exempt organizations. Each will notify the other of any change in its tax-exempt status. F. Resolving Problems. If there are any problems during the project, LASSMC and the Partner will seek to resolve them through discussion including, as appropriate, interaction between senior leaders of each organization. In addition, LASSMC may, in consultation with the Steering Committee, withhold or decrease funds to the Partner if the Partner does not make REV: 04-11-19 RL Page 3 of 4 ATTY/AGR.2019.095/RC2020 LIBRE MOU 2017-19