Agmt25 Legal Aid Society MOU - Laserfiche WebLink

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Page 2 of 6 communications within a reasonable period of time. 5.What Both LASSMC and Collaborator Will Do 5.1 Agreement. LASSMC and the Collaborator will comply with the Grove Foundation LIBRE Proposal attached as Exhibit B. 5.2 Confidentiality. LASSMC and the Collaborator 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. 5.3 Publicity. Except as may be required by law or by the Agreement, neither LASSMC nor the Collaborator will disclose or issue any press release or other public statement relating to the Project without first getting the written consent of the other party. Neither LASSMC nor the Collaborator 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.LASSMC and the Collaborator 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 Collaborator 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, LASSMC and the Collaborator will seek to resolve them through discussion including, as appropriate, interaction between senior leaders of each organization. In addition, LASSMC may, in its sole discretion, withhold or decrease funds to the Collaborator if the Collaborator 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. If necessary, the dispute may be resolved through arbitration, as described in Section 8.9. 6.Insurance and Indemnification The Collaborator will maintain general liability and other insurance appropriate for its activities under this MOU. The Collaborator will indemnify, defend, and hold LASSMC, 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 the ATTY/AGR.2025.043/Legal Aid Society of San Mateo County (LIBRE MOU FY24-25) (REV: 03-11-25 LF) (Page 2 of 7)