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3 <br /> • <br /> M. Exhibits: All Exhibits attached to or made part of this PFA are incorporated and agreed upon by the <br /> parties.In the event a conflict occurs between the terms of an Exhibit and this PFA,the terms of this <br /> PFA shall control. <br /> N. Federal Compliance: The Sub-recipient shall comply with all applicable Federal, State and local <br /> statutes,laws,rules,and regulations in the performance of this PFA,whether included specifically <br /> in this PFA or not. <br /> 0. Foundation and Co-funders Liability: The Foundation and Co-funders shall not have any liability <br /> except as specifically provided in this PFA. In no event shall any judgment against the Foundation • <br /> exceed the amount of funds provided by the Foundation;nor any of the amounts of funds provided <br /> by Co-funders to Sub-recipient under this PFA(excluding in-kind grants). <br /> P. Notices: Any notice,request, demand,or communication required under this PFA("Notice") shall <br /> be in writing and shall be deemed sufficiently given upon delivery, if delivered by hand(signed <br /> receipt obtained),or three(3) days after posting if properly addressed and sent certified mail return <br /> receipt requested. These Notices shall become effective on the date of receipt or the date specified <br /> within the Notice,whichever comes later. <br /> Q. Captions for Convenience: All captions,fonts,underlining, or footers used in this PFA are for <br /> convenience only and shall have no meaning in the interpretation or effect of this PFA. <br /> R. Construction: This PFA,and any and all amendments to it, shall not be construed against the <br /> drafter. <br /> S. Force Majeure: None of the parties hereto will be liable for damages for any delay or default in <br /> performance during the term hereof if such delay or default is caused by conditions beyond its <br /> control,including,but not limited to,acts of God, Government restrictions,continuing domestic or <br /> international problems such as wars,threats of terrorism,or insurrections, strikes,fires,floods,work <br /> stoppages and embargoes;provided,however,that any party will have the right to terminate this <br /> PFA"without breach"upon thirty(30) days prior written Notice if another party's delay or default <br /> due to any of the above-mentioned causes continues for a period of two (2)months. <br /> T. Security Interest: No party will grant any security interest in,or allow any lien or encumbrance of <br /> any nature upon,any Intellectual property in which another party has an interest(i.e.,the <br /> Foundation Intellectual Property or Jointly Owned Intellectual Property). Breach of this Section <br /> VIX.T.may, at the Foundation's or Co-funders' option,require the repayment of all grant monies <br /> provided by the funding party to Sub-recipient under this PFA. The terms of this Section VIV.T. <br /> will survive the termination of this PFA. <br /> U. Waiver: Waiver of any provision of this PFA must be in writing to be effective. Waiver by the <br /> Foundation or Co-funders of any breach of any provision of this PFA on any occasion shall not <br /> constitute or operate as a waiver of breach of such provision on any other occasion nor a waiver of <br /> any breach of other provisions,nor shall any failure to enforce any provision operate as a waiver of <br /> such provision hereof by the Foundation or Co-funders. <br /> V. Applicable Law/Venue: The parties have agreed to remain silent on the applicable law and venue <br /> for this Agreement. By remaining silent the parties are not agreeing that any specific law or venue <br /> FINAL 09012011 23 Joint Multi Funded PFA <br /> 61 <br />