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301 Union Street #21308 | Seattle, WA 98111
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<br />trustees), from and against any and all losses, liability, claims, demands, actions or causes of
<br />action, and damages, of any kind, including court costs and attorneys' fees, which Donee or any
<br />other party has ever had, now has, or may in the future have against GGC, known or unknown,
<br />caused by, or arising out of, the use of the Grant and any in-kind Grant products transferred
<br />hereunder.
<br />b) Donee is not authorized by GGC to, and shall not, make any representation or warranty with
<br />respect to the Grant. When providing or transferring, with GGC’ approval, in-kind Grant product to
<br />Eligible Organizations, Donee shall provide such Eligible Organizations with written notice of the
<br />warranty disclaimer set forth herein.
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<br />6. Confidentiality.
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<br />Donee acknowledges that in the course of receiving the Donations hereunder, Donee may be exposed to
<br />certain confidential information of GGC, including but not limited to software programs, information
<br />systems, business operations, market research, new product development, studies, analyses,
<br />compilations, sales and financial information and practices, plans and future activities of GGC and its
<br />affiliated companies, business and marketing information, formulations, employee information and other
<br />information deemed by GGC to be proprietary to it. Donee agrees that all such information shall be
<br />retained by Donee as strictly confidential, shall not be made available to or for the benefit of any person
<br />without GGC' written consent, shall be used only in connection with the receiving Grants from GGC
<br />hereunder, shall not be disclosed to or discussed with any person other than those authorized by GGC,
<br />and shall be delivered to GGC immediately on request. Donee's obligations under this Section shall
<br />survive the expiration or termination of this Agreement. Notwithstanding any other provision of this
<br />Agreement, Donee may disclose information as required by law.
<br />7. Independent Contractors.
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<br />Donee will always be an independent contractor and not an agent, partner, joint venture, or employee of
<br />GGC, and nothing contained herein shall be deemed as creating any employee/employer, partnership, or
<br />joint venture relationship between either GGC and Donee or GGC and any personnel of Donee. Donee
<br />shall indemnify and hold GGC and its affiliates harmless from any claims, demands, actions, losses,
<br />liabilities or expenses arising from any assertion or finding to the contrary, to the extent such assertion or
<br />finding is attributable to the acts of Donee. Donee shall be solely responsible for paying its estimated
<br />income tax (if any). Donee understands and agrees that neither it nor any of its personnel shall be entitled
<br />to participate in any welfare or retirement benefit plans offered by GGC to its employees. Donee assumes
<br />responsibility for any of its personnel providing services in connection with this Agreement, and will make
<br />all deductions for Social Security, withholding taxes, contributions for unemployment compensation funds,
<br />and shall maintain worker's compensation and liability insurance for each such person. Neither Donee nor
<br />any of its personnel will have any authority to bind or commit GGC to any obligation or agreement, or act
<br />as the agent of GGC in any respect.
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<br />8. US OFAC Sanctions Acknowledgment and Compliance Statement
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<br />None of the Donee, its operating partnerships or any of their respective subsidiaries (collectively, the
<br />“Entity”) or, to the knowledge of the Entity, any director, officer, employee, agent, affiliate or representative
<br />of the Entity, is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is (A)
<br />the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of
<br />Foreign Assets Control (“Sanctions”), nor (B) located, organized or resident in a country or territory that is
<br />the subject of Sanctions; the Entity will not, directly or indirectly, use the proceeds of the offering, or lend,
<br />contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other
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