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REV: 09-08-2022 RL
<br />and interest, which may arise directly or indirectly from (i) any breach by the Collaborator of this
<br />MOU, (ii) any other act or omission by the Collaborator, (iii) any claims by suppliers, or creditors,
<br />or by other persons in a relationship with the Collaborator, or (iv) any claims relating to tax,
<br />insurance contribution, workers’ compensation or other law applicable to the Collaborator. The
<br />Collaborator will have no obligation to indemnify LASSMC to the extent the liability is caused by
<br />LASSMC’s gross negligence or willful misconduct.
<br />LASSMC will maintain general liability and other insurance appropriate for its activities under
<br />this MOU. LASSMC will indemnify, defend and hold the Collaborator, and its directors, officers,
<br />employees, agents, and assigns, harmless against all claims, liabilities, losses, damages, and
<br />expenses, including, without limitation, claims arising from death or personal injury, attorneys’
<br />fees, and taxes and insurance contributions for which it has responsibility plus penalties and
<br />interest, which may arise directly or indirectly from (i) any breach by LASSMC of this MOU, (ii)
<br />any other act or omission by LASSMC, (iii) any claims by suppliers, or creditors, or by other
<br />persons in a relationship with LASSMC, or (iv) any claims relating to tax, insurance contribution,
<br />workers’ compensation or other law applicable to LASSMC. LASSMC will have no obligation to
<br />indemnify the Collaborator to the extent the liability is caused by the Collaborator’s gross
<br />negligence or willful misconduct.
<br />7.Termination
<br />7.1 How the Project Terminates. This MOU is in effect until the project end date in the Project
<br />Description. In addition, either LASSMC or the Collaborator may terminate the MOU at any time
<br />by providing at least 30 days written notice to the other party.
<br />7.2 Consequences of Termination. If this Agreement is terminated before the activities
<br />described in the Project Description are complete, the Collaborator must provide a complete and
<br />documented accounting of all funds received and spent under this MOU, return all unused funds,
<br />and provide a written explanation for termination. The provisions of Sections 3.2, 5.2, 5.3, 5.5, 6,
<br />7.2 and 8 will remain effective after termination.
<br />8.Other Ground Rules for the Relationship
<br />8.1 Legal Effect. This MOU is legally binding on both LASSMC and the Collaborator.
<br />8.2 Entire Agreement; Modifications. This MOU describes LASSMC’s and the Collaborator’s
<br />entire agreement; represents the final, complete and exclusive statement of LASSMC and the
<br />Collaborator; and supersedes all prior or contemporaneous written and oral agreements,
<br />negotiations, correspondence, course of dealing and communications between LASSMC and the
<br />Collaborator. This MOU may be modified only as stated in and by a writing signed by both
<br />LASSMC and the Collaborator that states that it is an amendment to this MOU.
<br />8.3 Relationship. LASSMC and the Collaborator are and will remain independent contracting
<br />parties; the arrangements contemplated by this MOU do not create a partnership, joint venture,
<br />employment, fiduciary or similar relationship for any purpose. This MOU is not intended to and
<br />does not create any direct relationship between LASSMC and any employee, contractor or
<br />subcontractor of the Collaborator and no employee, contractor or subcontractor of LASSMC or
<br />the Collaborator shall have the power or authority to act on behalf of the other or in the other's
<br />name directly or indirectly in any manner. Each of LASSMC and the Collaborator will be solely
<br />ATTY/AGR.2022.331/Legal Aid Society of San Mateo County (Page 3 of 13)
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