Agmt21- Whole Health Youth Iniative

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REV: 10-18-2021 RL Project Description. The Consultant’s appointee will reply to all of FFY’s communications within 24-48 hours. 5.What Both FFY and the Consultant Will Do 5.1 Agreement. FFY and the Consultant will comply with the Friends for Youth Project Description attached as Exhibit A. 5.2 Confidentiality. FFY and the Consultant 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. Notwithstanding the foregoing, FFY and Consultant understand and agree that Consultant will release Confidential Information to the extent required by law, including but not limited to the California Public Records Act. 5.3 Publicity. Except as may be required by law or by the Agreement, neither FFY nor the Consultant will disclose or issue any press release or other public statement relating to the Project without first getting the written consent from the other party. Neither FFY nor the Consultant will use the other’s trademarks or logo in any external communication without first getting the other party’s written approval, it being understood that neither will unreasonably withhold such approval. 5.4 Compliance. FFY and the Consultant 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. FFY and the Consultant 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. 5.5 Resolving Problems. If there are any problems during the Project, FFY and the Consultant will seek to resolve them through discussion including, as appropriate, interaction between senior leaders of each organization. In addition, FFY may, in its sole discretion, withhold or decrease funds to the Consultant if the Consultant does not submit timely or accurate reports make adequate progress towards its Project goals or comply with any of the terms of this MOU, and either party may terminate this MOU as provided in Section 7. 6.Insurance and Indemnification The Consultant will maintain general liability and other insurance appropriate for its activities under this MOU. Consultant will have the right to self-insure against any and all perils and/or ATTY/AGR.2021.264/Friends for Youth (Page 2 of 8)