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<br />INDEMNIFICATION
<br />If the Project involves clinical trials, trials involving human subjects, post-approval studies, field trials
<br />involving genetically modified organisms, experimental medicine, or the provision of medical/health
<br />services ("Indemnified Activities"), You will indemnify, defend, and hold harmless the Foundation and its
<br />trustees, employees, and agents ("Indemnified Parties") from and against any and all demands, claims,
<br />actions, suits, losses, damages (including property damage, bodily injury, and wrongful death), arbitration
<br />and legal proceedings, judgments, settlements, or costs or expenses (including reasonable attorneys' fees
<br />and expenses) (collectively, "Claims") arising out of or relating to the acts or omissions, actual or alleged, of
<br />You or Your employees, subgrantees, subcontractors, contingent workers, agents, and affiliates with
<br />respect to the Indemnified Activities. You agree that any activities by the Foundation in connection with the
<br />Project, such as its review or proposal of suggested modifications to the Project, will not modify or waive
<br />the Foundation's rights under this paragraph. An Indemnified Party may, at its own expense, employ
<br />separate counsel to monitor and participate in the defense of any Claim. Your indemnification obligations
<br />are limited to the extent permitted or precluded under applicable federal, state or local laws, including
<br />federal or state tort claims acts, the Federal Anti-Deficiency Act, state governmental immunity acts, or state
<br />constitutions. Nothing in this Agreement will constitute an express or implied waiver of Your governmental
<br />and sovereign immunities, if any.
<br />INSURANCE
<br />You will maintain insurance coverage sufficient to cover the activities, risks, and potential omissions of the
<br />Project in accordance with generally-accepted industry standards and as required by law. You will ensure
<br />Your subgrantees and subcontractors maintain insurance coverage consistent with this section.
<br />TERM AND TERMINATION
<br />TERM
<br />This Agreement commences on the Start Date and continues until the End Date, unless terminated earlier
<br />as provided in this Agreement. The Foundation, in its discretion, may approve in writing any request by You
<br />for a no-cost extension, including amending the End Date and adjusting any affected reporting
<br />requirements.
<br />TERMINATION
<br />The Foundation may modify, suspend, or discontinue any payment of Grant Funds or terminate this
<br />Agreement if: (a) the Foundation is not reasonably satisfied with Your progress on the Project; (b) there are
<br />significant changes to Your leadership or other factors that the Foundation reasonably believes may
<br />threaten the Project's success; (c) there is a change in Your control; (d) there is a change in Your tax
<br />status; or (e) You fail to comply with this Agreement.
<br />RETURN OF FUNDS
<br />Any Grant Funds that have not been used for, or committed to, the Project upon expiration or termination of
<br />this Agreement must be (a) returned promptly to the Foundation, or (b) applied to another mutually-agreed
<br />upon charitable purpose, as directed in writing by the Foundation. Any Income that has not been used for,
<br />or committed to, the Project must be applied to another mutually-agreed upon charitable purpose, as
<br />directed in writing by the Foundation.
<br />RECORD KEEPING
<br />You will maintain complete and accurate accounting records and copies of any reports submitted to the
<br />Foundation relating to the Project. You will retain such records and reports for 4 years after Grant Funds
<br />have been fully spent. At the Foundation's request, You will make such records and reports available to
<br />enable the Foundation to monitor and evaluate how Grant Funds have been used or committed.
<br />SURVIVAL
<br />A Party's obligations under this Agreement will be continuous and survive expiration or termination of this
<br />Agreement as expressly provided in this Agreement or otherwise required by law or intended by their
<br />nature.
<br />
<br />GENERAL
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