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REV: 07-10-25 VR
<br />6.Insurance and Indemnification
<br />The Collaborator and LASSMC will each maintain general liability and other insurance
<br />appropriate for its activities under this MOU. The Collaborator and LASSMC will each indemnify,
<br />defend, and hold the other, and its directors, officers, employees, agents, and assigns, harmless
<br />against all claims, liabilities, losses, damages, and expenses, including, without limitation, claims
<br />arising from death or personal injury, attorneys’ fees, and taxes and insurance contributions for
<br />which it has responsibility plus penalties and interest, which may arise directly or indirectly from
<br />(i) any breach by a party to this MOU, (ii) any other act or omission by a party, (iii) any claims by
<br />suppliers, or creditors, or by other persons in a relationship with a party, or (iv) any claims relating
<br />to tax, insurance contribution, workers’ compensation or other law applicable to a party. 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. Likewise, LASSMC will have no obligation
<br />to 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 />responsible for the payment of all wages, and federal, state and local payroll, social security,
<br />ATTY/AGR.2025.171/Legal Aid Society of San Mateo County (Outreach Support) (Page 3 of 7)
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