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Printed On: 7 January 2026
<br />2026 - The Rachel Ray Save Them All Grants and
<br />The Rachael Ray No-Kill Excellence Grants 6
<br />Project. Other than the foregoing, neither Party may use the other Party’s logos, trademarks, or other
<br />intellectual property without express written permission of the other Party.
<br />Section 9. Release
<br />To the full extent permitted by law, the Recipient, their directors, officers, employees, representatives,
<br />agents, successors, and assigns, agree never to bring a claim or suit against Best Friends relating to the Grant
<br />and the Project. The Recipient agrees Best Friends and its directors, officers, employees, representatives,
<br />agents, contractors, successors and assigns (“Releasees”) are not responsible for any of the decisions, plans,
<br />guidelines, work, or activities related to or arising from the Grant and the Project. The Recipient releases Best
<br />Friends and its directors, founders, employees, officers, agents, representatives, contractors, volunteers,
<br />successors and assigns from all liability arising from any work or activities related to the Grant and the
<br />Project. The Recipient understands this Agreement discharges Releasees from any liability to the Recipients
<br />with respect to bodily injury, personal injury, illness, death, property damage or other loss of any kind or
<br />nature whatsoever, direct, or indirect, known or unknown, that may result as a result of the Recipient’s work,
<br />participation and activities related to this Grant and the Project.
<br />Section 10. Indemnity Agreement
<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 injury,
<br />personal injury, illness, death, property damage or other losses of any kind or nature whatsoever, direct or
<br />indirect, known or unknown, including attorney’s fees and costs of litigation that result to anyone else or any
<br />other entity because of Recipient’s actions or omissions related to the Grant and the Project or any breach by
<br />Recipient of this Agreement. This includes lone acts or omissions by the Recipient as well as the combined
<br />acts of the Recipient with others.
<br />Section 11. Proprietary Information
<br />Recipient acknowledges and agree that the following constitute “Proprietary Information”: any secret or
<br />proprietary information relating directly 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 proprietary
<br />information as a result of this Agreement. Nonetheless, Recipient acknowledges and agrees that in the event
<br />Recipient learns of or comes into possession of any Best Friends proprietary information, Recipient will notify
<br />Best Friends and return said information. Recipient agrees that they will not use, supply or disclose any
<br />Proprietary Information it happens to learn of to any third party.
<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 sole
<br />and exclusive benefit of the Parties hereto.
<br />Section 13. Survival of Terms
<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
<br />Information confidential is perpetual. The Non-Disparagement clause survives for two (2) years following the
<br />termination of this Agreement.
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