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VI. <br /> <br />employees, or to immediate family members thereof. Thus, Grantee's President/Executive <br />Director or equivalent thereof, and the President/Chair or equivalent thereof, of Grantee's Board <br />of Directors, shall complete, or arrange for the completion of the attached Foundation Conflicts <br />of Interest Disclosure Form ("form") and shall have a continuing obligation to immediately update <br />the form if at any time throughout the grant period there is new information to report on the form. <br />When applicable, if Grantee is an individual person, rather than an organizational entity, such <br />individual person shall complete a Foundation Conflicts of Interest Disclosure Form ('fform") and <br />shall have the continuing obligation to immediately update the form if at any time throughout the <br />grant period there is new information to report on the form. <br /> <br />GENERAL CONDITIONS <br /> <br />Publicity Approval. Grantee shall refer to the Foundation in any printed publicity regarding the <br />grant award or the project supported by the grant. Grantee shall send to the Foundation copies <br />of any such proposed printed publicity for review and approval. The Foundation may correct any <br />inaccuracies in such proposed printed publicity, and Grantee agrees to incorporate such <br />corrections into such publicity before printing and dissemination. <br /> <br />Acknowledgement. Grantee agrees that, whenever possible, the Foundation's funding should be <br />acknowledged on all graphic material, programs and other publications related to the project. <br />Oral acknowledgement should be given at any event for which there is no printed material and in <br />any interview with the media. <br /> <br />Defense; Indemnification. Grantee hereby agrees to indemnify, defend and hold harmless the <br />Foundation and its officers, directors, employees and agents from any liability, damage, loss or <br />expense (including reasonable attorney fees and expenses of litigation) incurred or imposed <br />upon the Foundation in connection with any claims, suits, actions, demands, or judgments <br />arising out of or connected with the project or the grant. Grantee shall promptly notify the <br />Foundation of any such claim, and shall cooperate with the Foundation in defense of the claim. <br />Grantee agrees, at its own expense, to engage counsel approved in writing by the Foundation to <br />assist in defense of such claim. <br /> <br />Amendments. The terms of this Agreement may be changed or modified by mutual agreement of <br />the parties. Such amendments, changes, or modifications shall be effective only on the <br />execution of written amendment(s) signed by the Foundation and Grantee. <br /> <br />Binding Agreement and Assignment. Except as otherwise provided in Grantee's project <br />described in the Grant Application, Grantee shall perform within its own organization the project <br />work provided for under this Agreement and shall not assign, subcontract, sublet, or transfer any <br />of the project work described in the Grant Application without receiving the express written <br />consent of the Foundation. This Agreement shall inure to the benefit of and be binding on the <br />Foundation and Grantee and its successors and assignees, if any. <br /> <br />Independent Parties. The relationship between Grantee and the Foundation is that of <br />independent contractors and not that of principal and agent, employer and employee, <br />partnership or joint ventures. No party hereto has the authority to bind the other party without <br />express written authorization of the other party. <br /> <br />No Third Party Rights. It is the explicit intention of the parties that no person or entity other than <br />the parties is or shall be entitled to bring any action to enforce any provision of this Agreement, <br />and that the covenants and agreements set forth in this Agreement shall be solely for the benefit <br />of, and shall be enforceable only by, the parties or their respective successors and assigns as <br />permitted hereunder. <br /> <br /> <br />