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<br /> In no event shall any damages exceed the amounts actually provided to Sub-recipient by the
<br /> Foundation,exclusive of Co-funders'monies,through this PFA.
<br /> •
<br /> 2. Responsibilities of Co-funders.If the Sub-recipient experiences any problems relating to the
<br /> completion of this Project or PFA from third parties,including,but not limited to,liabilities,
<br /> obligations,damages,losses,costs,claims,lawsuits,causes of action, or demands,including any
<br /> attorneys' fees and costs, Co-funders' sole obligation will be to provide evidence of this PFA
<br /> and the grant provided. Co-funders will be responsible only for proven direct damages caused
<br /> directly by its then current insured actions or omissions in breach of this PFA and not special,
<br /> consequential,or other damages,or any attorneys' fees or costs,whether known or not.In no
<br /> event shall any damages exceed the amounts agreed to be provided to Sub-recipient by Co-
<br /> funders,exclusive of Foundation monies,through this PFA.
<br /> 3. Responsibilities of the Sub-recipient.At all times,all obligations performed by the Sub-recipient
<br /> or by any Subcontractors pursuant to this PFA shall be performed in a manner consistent with
<br /> the professional standards governing such services.Further,the Sub-recipient shall be
<br /> responsible for,and shall hold harmless and indemnify the Foundation, Co-funders,and their
<br /> officers,directors,affiliated organizations,employees,agents,volunteers,and publisher,if any,
<br /> from any and all liability, obligation,damage,loss,cost,claim,lawsuit,cause of action,or
<br /> demand whatsoever of any kind or nature,including,,attorneys'.fees and costs,,the Sub-
<br /> recipient,its officers,directors, Subcontractors, employees independent contractors,agents,or
<br /> other related entities or individuals arising from(i) Sub-recipient or its Subcontractors,(ii) any
<br /> use or misuse of Intellectual Property claimed to be owned by another,or(iii)any material
<br /> breach of this PFA. Such indemnification shall be in proportion and to the extent liability,
<br /> obligation,damage,loss,cost claim,lawsuit,cause of action,or demand are caused by the
<br /> reckless,intentional,or negligent acts or omissions of the Sub-recipient,its officers,directors,
<br /> Subcontractors,employees independent contractors,agents,or other related entities or
<br /> individuals.
<br /> 4. Public Entities. In the event the Sub-recipient or any Subcontractor is a public entity or quasi-
<br /> public entity that,by state statute,is not permitted to indemnify others, Section X1V.D. 3.is
<br /> modified to the extent detailed by this Section XIV.D.4. Instead, Sub-recipient agrees to be
<br /> responsible,and will hold all public or quasi-public entity Subcontractors equally responsible,to
<br /> the fullest extent available under the law,for any and all liability,obligation, damage,loss,cost,
<br /> claim,lawsuit,cause of action,or demand whatsoever of any kind or nature,including but not
<br /> limited to,attorney's fees and costs,arising from any actions taken by, or omissions of,the Sub-
<br /> recipient its officers,directors, Subcontractors,employees,independent contractors,agents or
<br /> other related entities arising from(i)any use or misuse of Intellectual Property claimed to be
<br /> owned by another,or(ii)any material breach of this PFA by Sub-recipient. Such fiscal
<br /> responsibility shall be in proportion and to the extent of liability,obligation damage,loss,or cost
<br /> claim,lawsuit or action,or demand are caused by the reckless,intentional, or negligent acts or
<br /> omissions of the Sub-recipient,its officers,directors,Subcontractors,employees,independent
<br /> contractors,agents,or other related entities or individuals.Further,Sub-recipient agrees that all
<br /> individuals or entities or individuals involved in the completion of this PFA that/who may
<br /> indemnify others are required to so indemnify the Foundation and the Co-funders through a
<br /> written agreement acceptable to Foundation and the Co-funders.
<br /> •
<br /> FINAL 09012011 19 Joint Multi Funded PFA
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