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<br />Collaborator of this MOU, (ii) any other act or omission by the Collaborator, (iii) any claims by
<br />suppliers, or creditors, or by other persons in a relationship with the Collaborator, or (iv) any
<br />claims relating to tax, insurance contribution, workers’ compensation or other law applicable to
<br />the Collaborator. The Collaborator will have no obligation to indemnify LASSMC to the extent
<br />the liability is caused by 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,
<br />officers, employees, agents, and assigns, harmless against all claims, liabilities, losses, damages,
<br />and expenses, including, without limitation, claims arising from death or personal injury,
<br />attorneys’ fees, and taxes and insurance contributions for which it has responsibility plus
<br />penalties and interest, which may arise directly or indirectly from (i) any breach by LASSMC of
<br />this MOU, (ii) any other act or omission by LASSMC, (iii) any claims by suppliers, or creditors,
<br />or by other persons in a relationship with LASSMC, or (iv) any claims relating to tax, insurance
<br />contribution, workers’ compensation or other law applicable to LASSMC. LASSMC will have
<br />no obligation to indemnify the Collaborator to the extent the liability is caused by the
<br />Collaborator’s gross 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 />responsible for the payment of all wages, and federal, state and local payroll, social security,
<br />ATTY/AGR.2025.043/Legal Aid Society of San Mateo County (LIBRE MOU FY24-25) (REV: 03-11-25 LF) (Page 3 of 7)
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