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third party without the prior written consent of the other Party in each instance, and not to use any Confidential Information for any purpose except as required in carrying out the work under this Grant Agreement. Each Party shall notify the other Party immediately if it becomes aware of any loss or disclosure of any Confidential Information. B. Confidential Information shall not include information that (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was independently developed by recipient without using any other Confidential Information; or (iii) is communicated to recipient by a third party that had no confidentiality obligations with respect to such information. C. Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation or order. Each Party agrees to promptly provide written notice of any such order to the other Party. D. This Section 11 is subject to and governed by the attached Addendum (Washington State Transparency Laws). <br />12. Indemnification Grantee shall defend, indemnify and hold EDF, its affiliated organizations, and their respective directors, officers, employees and agents harmless from and against any loss, damage, liability, claim, demand, action, cost and expense (including reasonable attorneys’ fees and costs) (collectively “Loss”) resulting from Grantee’s breach of the representations made under this Grant Agreement, a breach of the confidentiality obligations contained herein, or as a result of Grantee’s gross negligence or willful misconduct in performing under this Grant Agreement. EDF: (a) will promptly notify Grantee in writing of any third-party claim, demand, lawsuit, notice of violation, or proceeding (collectively, a “Claim”); provided, however, that the failure to give such prompt notice of a Claim will not relieve Grantee of its obligations hereunder except to the extent that Grantee was actually and materially prejudiced by such failure, (b) will reasonably cooperate with Grantee in connection with any Claim, at Grantee’s expense, and (c) may, at its own expense, participate in the defense of a Claim. Grantee will have the sole and exclusive authority to defend or settle any such Claim; however, Grantee may not settle any Claim under this Grant Agreement where such settlement includes: (x) admitting liability or fault on behalf of EDF or (y) creating any obligation or imposes an act or forbearance (including injunctive or other equitable relief) on EDF, without EDF’s prior written consent. <br />13. Limitation of Liability Grantee agrees to assume the sole responsibility for the Work Product, including taking any necessary precautions for the protection of persons and property. EDF and its officers, trustees, employees and agents shall not be responsible for any claims, damages, or liability arising out of Grantee’s research or work performed using funds under this Grant Agreement. In no event whatsoever shall either Party be liable to the other hereunder for any incidental, indirect, special, consequential or punitive damages or lost profits under any tort, contract, strict liability or other legal or equitable theory arising out of or pertaining to the subject matter of this Grant