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<br />contractors, volunteers, successors and assigns from all liability arising from any work or activities related
<br />to the Grant and the Project. The Recipient understands this Agreement discharges Releasees from any
<br />liability to the Recipients with respect to bodily injury, personal injury, illness, death, property damage or
<br />other loss of any kind or nature whatsoever, direct, or indirect, known or unknown, that may result as a
<br />result of the Recipient’s work, participation and activities related to this Grant and the Project.
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<br />Section 10. Indemnity Agreement
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<br />To the full extent permitted by law, the Recipient and their directors, officers, agents, employees,
<br />representatives, successors and assigns, agree to indemnify and hold Releasees harmless for all bodily
<br />injury, personal injury, illness, death, property damage or other losses of any kind or nature whatsoever,
<br />direct or indirect, known or unknown, including attorney’s fees and costs of litigation that result to anyone
<br />else or any other entity because of Recipient’s actions or omissions related to the Grant and the Project or
<br />any breach by Recipient of this Agreement. This includes lone acts or omissions by the Recipient as well as
<br />the combined acts of the Recipient with others.
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<br />Section 11. Proprietary Information
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<br />Recipient acknowledges and agree that the following constitute “Proprietary Information”: any secret or
<br />proprietary information relating direction to Best Friends business, including, but not limited to, the Best
<br />Friends Network and donation process, services, members, donor and volunteer lists, business policies,
<br />employment records and policies, operational methods, marketing plans and strategies, business
<br />development plans, new personnel acquisition plans, technical processes, designs and design projects,
<br />inventions and research programs, trade know-how, trade secrets, specific software, algorithms, computer
<br />processing systems, object and source codes, user manuals, systems documentation, and other business and
<br />financial affairs of Best Friends. It is not anticipated that Recipient will have access to Best Friends
<br />proprietary information as a result of this Agreement. Nonetheless, Recipient acknowledges and agrees that
<br />in the event Recipient learns of or comes into possession of any Best Friends proprietary information,
<br />Recipient will notify Best Friends and return said information. ecipient agrees that they will not use, supply
<br />or disclose any Proprietary Information it happens to learn of to any third party, unless required under the
<br />Washington State Public Records Act or any similar law relating to Recipient’s obligation to provide
<br />transparency to members of the public as to Recipient’s activities. Recipient agrees to inform Best Friends
<br />of the request and cooperate with Best Friends to assert any rights of confidentiality that may be relevant
<br />under such law.
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<br />Section 12. No Third-Party Beneficiaries
<br />Nothing in this Agreement shall be construed to give any person or entity other than the Parties to this
<br />Agreement any legal or equitable claim, right or remedy; rather, this Agreement is intended to be for the
<br />sole and exclusive benefit of the Parties hereto.
<br />Section 13. Survival of Terms
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<br />The intellectual property rights, including the rights to use photos, digital, audio and video materials, agreed
<br />to in this agreement are perpetual. The releases are perpetual. The agreement to maintain Proprietary
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