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<br />2 <br /> <br />3. Each Party represents to the other that it has full power and authority to enter into and <br />perform this Agreement. <br /> <br />UNDERTAKINGS BY LEGAL AID <br /> <br />4. For the term of this Agreement, Legal Aid agrees to: <br /> <br />a) Use its best efforts to maintain the ErC Module and its approval by the IRS, and <br />to modify the ErC Module to reflect any software upgrades as Legal Aid may <br />develop from time to time; and <br /> <br />b) Maintain a working internet site through which user-taxpayers may access the <br />ErC Module (which site will contain certain features described in Exhibit A, the <br />terms of which are incorporated herein by reference). <br /> <br />5. At no cost to EITC Program Outreach Participant, Legal Aid will provide certain radio <br />and/or television outreach (advertising) for use by EITC Program Outreach Participant <br />and a copy ofthe Disclaimer attached hereto as Exhibit C in English, Spanish and <br />Vietnamese. <br /> <br />6. Legal Aid agrees that EITC Program Outreach Participant shall not be held responsible in <br />any way for any infringement by the EIC Module of any copyright owned by a third <br />party. Upon being notified of such a claim, Legal Aid shall (by counsel of its choosing) <br />defend EITC Program Outreach Participant in the event of any litigation and shall either <br />(i) obtain through negotiation the right ofEITC Program Outreach Participant to continue <br />using the EIC Module; or (ii) rework the EIC Module so as to make it noninfringing <br />while preserving the original functionality, or (iii) replace the EIC Module with <br />functionally equivalent software. Legal Aid will further indemnify EITC Program <br />Outreach Participant for the amount of any judgment rendered against EITC Program <br />Outreach Participant as a result of such copyright infringement. EITC Program Outreach <br />Participant agrees to cooperate in all respects with Legal Aid in the defense and/or <br />settlement of the infringement claim and to give Legal Aid all information known to <br />EITC Program Outreach Participant relating to the infringement claim. This indemnity <br />provision shall survive the termination or expiration of this Agreement. <br /> <br />UNDERTAKINGS BY EITC PROGRAM OUTREACH PARTICIPANT <br /> <br />7. EITC Program Outreach Participant acknowledges that Legal Aid is the owner of all <br />right, title and interest in the I-CAN! trademark and the EIC Module, and that EITC <br />