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<br />materials relating to the Program and the Grant. The Grantee shall have no right to use any <br />symbol, logo, trade name or trademark of the Foundation without the Foundation's advance <br />written consent. <br /> <br />7. Reports and Records, The Grantee agrees to submit such reports, in <br />addition to the reports required under Paragraph 4(b) hereof, as may b.e requested by the <br />Foundation, in such form as the Foundation may prescribe at reasonable intervals, reiating to <br />the Grantee's performance of or ability to fulfill its obligations under this Agreement. <br />Notwithstanding the foregoing, the Grantee shall timely submit such reports as are described on <br />Schedule 0 attached hereto. The Grantee shall maintain complete, accurate and current <br />records of all income and expenses relating to the Program and the Grant. During the term of <br />this Agreement and at any time within five (5) years thereafter, the Grantee shall make such <br />records available upon request to the Foundation for review, copying and audit. In addition, the <br />Grantee agrees to cooperate fully with the Foundation, and to allow the Foundation and any <br />person designated by it full and complete access to the facilities, activities and operations of the <br />Grantee, for the purpose of auditing, monitoring and evaluating the Program, the Grant and the <br />compliance of the Grantee with the terms and conditions of this Agreement. <br /> <br />8. Termination. The Foundation shall have the right to terminate this <br />Agreement and the Grant at its sole and absolute discretion, with or without cause. Upon <br />termination of this Agreement by the Foundation, the Foundation shall be relieved from making <br />any further payments to the Grantee in regard to the Grant. In the event the termination is <br />pursuant to a determination by the Foundation that the Grantee (a) has misrepresented any <br />material fact or supplied false or misleading material information to the Foundation in the <br />Proposal or otherwise in regard to this Agreement or the Grant, (b) has diverted any payments <br />made under this Agreement to a purpose other than that permitted hereunder, (c) has failed to <br />maintain or provide any material records or reports required to be maintained or provided <br />hereunder or (d) has terminated, abandoned, cancelled or substantially altered, or is likely to <br />terminate, abandon, cancel or substantially alter, the Program, the Foundation may require the <br />Grantee to refund any or all payments of the Grant heretofore made. The foregoing remedies of <br />the Foundation are in addition to any other remedies provided by law, and all such remedies <br />shall be cumulative and not exclusive. <br /> <br />9. No Liabilitv. The Grantee shall indemnify, defend and hold the <br />Foundation harmless from and against any and all liability to any third party for or from loss, <br />damage or injury to persons or property in any manner arising out of or incident to the <br />performance of this Agreement or the planning, arranging, implementing, sponsoring or <br />conducting of the Program or any other program or activity by the Grantee. IN NO CASE <br />SHALL THE FOUNDATION BE LIABLE TO THE GRANTEE OR ANY THIRD PARTY FOR <br />CONSEQUENTIAL DAMAGES. The Foundation shall have no liability for any debts, liabilities, <br />deficits or cost overruns of the Grantee. It is expressly understood by the parties that no <br />director, member, officer, employee or other representative of the Foundation shall incur any <br />financial responsibility or liability of any kind or nature whatsoever in connection with this <br />Agreement or any subsequent agreement between the parties regarding the subject matter <br />hereof. The parties agree that the liability of the Foundation hereunder shall be limited to the <br />payment of the Grant pursuant to the terms and conditions of this Agreement. Any contracts <br />entered into or other obligations or liabilities incurred by the Grantee in connection with the <br />Program or otherwise relating to this Agreement shall be the sole responsibility of the Grantee, <br />and the Foundation shall have no obligation or liability whatsoever thereunder or with respect <br />thereto. The Grantee covenants that all contracts to which it shall become a party in regard to <br />the Program and/or the Grant shall include the following clause: <br /> <br />4 <br />