|
RPA
<br />NATIONAL
<br />RECREATION AND PARK
<br />ASSOCIATION
<br />All Parties shall retain all title, ownership, rights, and intellectual property rights in their own respective marks,
<br />logos, content, materials, tools and intellectual property. Under no circumstance will any Party to this MOU use
<br />another Party's Licensed Marks in a false, misleading, or disparaging manner. Upon completion of the Project,
<br />Parties shall, at their own expense, return all copies Licensed Marks to their respective owners beyond what is
<br />necessary for record-keeping purposes.
<br />5. Limits of Liability
<br />To the fullest extent permitted by applicable law, Grantee hereby releases the Walmart Foundation and NRPA,
<br />and each of their directors, officers, managers, members, employees, agents, attorneys, advisors, consultants,
<br />volunteers and other like parties (collectively the "Support Parties"), from any liability whatsoever relating to or
<br />arising out of the Project or the use of the Grant Funds. Grantee further waives any right to sue or bring any action
<br />of any kind against the Support Parties relating to or arising out of the Project or the use of the Grant Funds. This
<br />limitation of liability shall apply whether the Support Parties' liability arises due to breach of contract, breach of
<br />warranty, or as a result of tortious conduct, including, but not limited to, negligence (of any kind), strict liability,
<br />statutory liability, or any other causes of action.
<br />NRPA's liability, if any, arising out of or in any way related to the relationship and/or dealings between NRPA
<br />and Grantee, shall be limited to the payment amounts paid pursuant to this MOU. NRPA shall not be liable for
<br />any damages caused by or arising out of the acts or omissions of a third party.
<br />6. Indemnification
<br />To the fullest extent permitted by applicable law, Grantee shall indemnify, defend and hold harmless the Support
<br />Parties from any and all causes of action, suits, settlements, judgments, liens, indebtedness, damages, losses,
<br />costs, expenses, fees (including attorney's fees and costs), penalties, claims, claims for relief, liabilities and
<br />demands of every kind, nature, and character (collectively, "Claims") relating to or arising out of: (i) Grantee's
<br />involvement in the development, planning, demolition, construction, installation, implementation, maintenance,
<br />repair and/or management of the Project; (ii) any failure by Grantee to comply with any applicable laws, rules
<br />and/or regulations (including, without limitation, building, safety and fire codes, etc.); (iii) Grantee's negligence,
<br />misconduct, or malfeasance of Grantees or their agents or representatives; or (iv) any breach by Grantee of any
<br />agreement involving the Project or the use of the Grant Funds. In no event shall the Support Parties be liable for
<br />any punitive, exemplary, special, incidental, indirect or consequential damages of any kind (including, but not
<br />limited to loss of profits, loss of reputation and/or loss of current or prospective business advantage, even where
<br />such losses are characterized as direct damages) arising out of or in any way related to the relationship and/or
<br />dealings between the parties, regardless of whether the claim under which damages are sought is based upon
<br />contract, tort, negligence (of any kind), strict liability or otherwise, and regardless of whether the parties have
<br />been advised of the possibility of such damages at the time of contracting or otherwise.
<br />7. Confidentiality
<br />During the term of this MOU, the Parties may learn certain Confidential Information of each other. For purposes
<br />of this MOU, Confidential Information means the confidential and proprietary information, not generally known
<br />by non-party personnel, used by the disclosing party and which is proprietary to the disclosing party, and
<br />includes, without limitation, the disclosing party's trade secret or proprietary personnel, financial, marketing and
<br />business information, including strategic, operations and other business plans or forecasts, and Confidential
<br />Page3 of 7
<br />5
<br />
|