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<br />by an authorized representative of the other party. Each party shall be solely responsible for its
<br />employees and contractors used to provide the Agreement.
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<br />10. No Commercial or Political Activity. Both parties recognize that AARP is a nonprofit, non-partisan
<br />tax-exempt organization and agree that the Grant Funds will not be used to support or oppose political
<br />candidates or initiatives. Notwithstanding any specific deliverable herein, Grant Funds shall not be used
<br />to promote any commercial product or service or for-profit entity.
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<br />11. No Collection of AARP Member Data. At no time shall Organization collect or maintain any
<br />information from individuals involved in the Grant Activities that shall directly or indirectly identify
<br />such individuals as AARP members, member-prospects, or individuals interested in AARP.
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<br />12. Indemnification. To the extent allowable by applicable law, each party (the “Indemnifying Party”)
<br />shall defend, indemnify, and hold harmless the other party, its affiliates, and their respective partners,
<br />officers, employees, directors, agents, and representatives (each of whom is an “Indemnified Party”)
<br />against all liability, loss, suits, penalties, claims or actions, including any costs, damages, expenses
<br />(including attorneys’ fees and court costs), arising out of or resulting from (a) the negligent, reckless,
<br />or willful acts or omissions of Indemnifying Party, its officers, directors, employees, independent
<br />contractors, or agents, (b) the Indemnifying Party’s breach of applicable law or regulation; (c) the
<br />Indemnify Party’s breach of this Agreement, including failure to comply with its obligations as set forth
<br />in this Agreement; and (d) any claim that the content, media, materials, activities, services, or work
<br />product of the Indemnifying Party infringe or violate the intellectual property or other rights of third
<br />parties, except to the extent caused by the Indemnified Party. The parties acknowledge and agree that
<br />the indemnity specified herein will include, without limitation, indemnification for settlements or
<br />compromises of matters covered by this indemnity. The Indemnifying Party shall not settle any such
<br />suit or claim without the Indemnified Party's prior written consent if such settlement would be adverse
<br />to the Indemnified Party’s interest. The Indemnified Party may, at its option, conduct the defense in
<br />any third-party action arising as described above and the Indemnifying Party agrees fully to cooperate
<br />with such defense. The obligations and rights granted in this section shall survive the expi ration and
<br />termination of the Agreement.
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<br />13. Insurance. Organization is responsible for all Grant Activities performed under this Agreement.
<br />Organization will maintain insurance coverage sufficient to cover the activities, risks, and potential
<br />omissions of the Grant Activities in accordance with generally accepted industry standards and as
<br />required by law. Organization will also ensure contractors, agents, subcontractors, and providers of
<br />services maintain insurance coverage consistent with this section.
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<br />14. Acknowledgment and Trademark Licenses. Organization shall acknowledge AARP’s support and,
<br />as applicable, third party funding support, in all press releases, public announcements, and publicly
<br />released documents related to the Grant Activities detailed herein. To that end, AARP grants
<br />Organization a royalty-free non-exclusive, revocable license to use its name and corporate logo and, as
<br />applicable and where directed by AARP, the name and or logo of third party funders, solely for that
<br />purpose and in compliance with the Community Challenge Promotional Toolkit provided by AARP. In
<br />addition, Organization grants AARP a non-exclusive, royalty-free, world-wide, license to use
<br />Organization’s corporate trademark, including its name and/or logo for the limited purpose of
<br />communications regarding the grant between AARP and Organization to AARP members, the 50+ and
<br />the general public in promotion of AARP in all media and mediums, including without limitations,
<br />broadcast, print, online, and AARP membership materials until the expiration or termination of this
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