Common use of Additional Legal Terms Clause in Contracts

Additional Legal Terms. 6.1. The relationship between the Grantee and WMF established by this Agreement is that of independent contractors, and nothing in this Agreement shall be construed to make either Party the partner, joint venturer, legal representative, or agent of the other Party. 6.2. Neither Party shall have the right or authority to assume, create, or incur any liability or any obligation of any kind, either expressed or implied, in the name or on behalf of the other Party. 6.3. Neither Party shall have the power to direct or control the day-to-day activities of the other Party. 6.4. The Grantee, its directors, officers, employees, or volunteers, shall not be entitled to any privileges, immunities, compensation, or reimbursements from WMF (except as otherwise provided herein). 6.5. The Grantee agrees to indemnify, defend, and hold harmless WMF, its officers, directors, employees, and agents, from and against all claims, liabilities, actions, charge, prejudice, damages, costs, losses, and expenses, including legal expenses and attorneys’ fees, directly, indirectly, wholly, or partially arising from or in connection with any act or omission of the Grantee, its employees, or its agents, in applying for or accepting the Grant, in expending or applying the Grant or in carrying out the Program Plan or any other activity funded or financed by the Grant, the non- observance or breach of the representations and/or obligations of this Agreement by the Grantee, or a wrongful act or omission perpetrated by the Grantee or by any of its agents, provided that such claims, liabilities, actions, charge, prejudice, damages, costs, losses, and expenses were not directly or indirectly caused by WMF, its officers, directors, employees, and agents. 6.6. In the event of a dispute between the Parties, both Parties agree to a mandatory mediation process (before going to a court) to be conducted in person before a certified mediator agreed by the Parties. Upon completion of good faith mediation and certification of an impasse by the mediator, either Party may bring suit no sooner than thirty (30) days following the certification of impasse. 6.7. As a condition of this Agreement, ▇▇▇▇▇▇▇ agrees to report immediately to WMF any knowledge of, or reasonable suspicion of malfeasance, including the misappropriation of the Grant by the Grantee, its employee, volunteer, or agent. Upon reasonable suspicion of such malfeasance, WMF may have an audit performed on the financial operations of the Grantee, including the misappropriation of grant funds. After such an audit, WMF may terminate this Agreement immediately and request full repayment of the Grant in the event that the reasonable proof of such malfeasance by the Grantee, or its employee, volunteer, or agent is collected. 6.8. In the unlikely event of litigation, the Superior Court of San Francisco County or the United States District Court for the Northern District of California shall have exclusive jurisdiction and venue over all controversies in connection herewith, and the Parties hereby expressly consent to such exclusive and personal jurisdiction and venue. In the event that any action, suit, or proceeding is brought to enforce the terms of this Agreement, the prevailing Party shall be entitled to recover its costs of enforcement, including expert witness fees, reasonable attorney's fees and court costs, and costs and fees on appeal. 6.9. This Agreement is subject to the laws of the United States of America and the State of California, without regard to conflict of law rules. 6.10. Failure of either Party to enforce a right under this Agreement shall not act as a waiver of that right or the ability to later assert that right with respect to the particular situation involved. 6.11. If any provision of this Agreement is found to be illegal or unenforceable, the other provisions shall remain effective and enforceable to the greatest extent permitted by law. 6.12. No modification of this Agreement shall be effective absent a written amendment signed by both Parties or their designees. 6.13. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior written and oral agreements between the Parties regarding the subject matter of this Agreement. The Grantee represents and warrants that it is not relying on any statement or representation not contained in this Agreement. The headings of this Agreement are for convenience of reference only and shall not in any way affect the interpretation thereof. a. Section 2.5, 5.2, 5.3, 5.4, 5.5, 5.6, 5.7 of this Agreement address the obligations of one or both Parties that may arise only after the expiration or termination of this Agreement. For that reason, each such Section shall survive the expiration of this Agreement by either Party for any reason unless until the terms of the specific clause are met or otherwise agreed separately in writing between the parties. b. Section 2.1, 4.2, 4.3, 4.4 and 6 define or otherwise govern the nature of the relationship between the Parties during the Term of this Agreement. Parts of these sections also govern the nature of the relationship between the Parties following the expiration or termination of this Agreement. For that reason, each such section shall survive the expiration or termination of this Agreement by either Party for any reason. 6.15. This Agreement is personal to the Parties and may not be assigned or transferred and any attempt to do so is void. 6.16. This Agreement may be executed in counterparts, each of which so executed will be deemed to be an original and such counterparts together will constitute one and the same agreement. 6.17. The undersigned represent and warrant to each other that each has all the requisite power and authority, corporate or otherwise, to enter into this Agreement, and bind the Party, and the acceptance of the terms in this Agreement will be treated as acceptance by that Party.

Additional Legal Terms. 6.14.1.6.1. The relationship between the Grantee and WMF established by this Agreement is that of independent contractors, and nothing in this Agreement shall be construed to make either Party the partner, joint venturer, legal representative, or agent of the other Party. 6.24.2.6.2. Neither Party shall have the right or authority to assume, create, or incur any liability or any obligation of any kind, either expressed or implied, in the name or on behalf of the other Party. 6.34.3.6.3. Neither Party shall have the power to direct or control the day-to-day activities of the other Party. 6.44.4.6.4. The Grantee, its directors, officers, employees, or volunteers, shall not be entitled to any privileges, immunities, compensation, or reimbursements from WMF (,except as otherwise provided herein, from WMF). 6.54.5.6.5. The Grantee agrees to indemnify, defend, and hold harmless WMF, its officers, directors, employees, and agents, from and against all claims, liabilities, actions, charge, prejudice, damages, costs, losses, and expenses, including legal expenses and attorneys’ fees, directly, indirectly, wholly, or partially arising from or in connection with any act or omission of the Grantee, its employees, or its agents, in applying for or accepting the Grant, in expending or applying the Grant or in carrying out the Program Plan or any other activity funded or financed by the Grant, the non- observance or breach of the representations and/or obligations of this Agreement by the Grantee, or a wrongful act or omission perpetrated by the Grantee or by any of its agents, provided that such claims, liabilities, actions, charge, prejudice, damages, costs, losses, and expenses were not directly or indirectly caused by WMF, its officers, directors, employees, and agents,. 6.64.6.6.6. In the event of a dispute between the Parties, both Parties agree to a mandatory mediation process (before going to a court) to be conducted in person before a certified mediator agreed by the Parties. Upon completion of good faith mediation and certification of an impasse by the mediator, either Party may bring suit no sooner than thirty (30) days following the certification of impasse. 6.74.7.6.7. As a condition of this Agreement, ▇▇▇▇▇▇▇ agrees to report immediately to WMF any knowledge of, or reasonable suspicion of malfeasance, including the misappropriation of the Grant by the Grantee, its employee, volunteer, or agent. Upon reasonable suspicion of such malfeasance, WMF may have an audit performed on the financial operations of the Grantee, including the misappropriation of grant funds. After such an audit, WMF may terminate this Agreement immediately and request full repayment of the Grant in the event that of the reasonable proof of such malfeasance by the Grantee, or its employee, volunteer, or agent is collectedwas confirmed. 6.84.8.6.8. In the unlikely event of litigation, the Superior Court of San Francisco County or the United States District Court for the Northern District of California shall have exclusive jurisdiction and venue over all controversies in connection herewith, and the Parties hereby expressly consent to such exclusive and personal jurisdiction and venue. In the event that any action, suit, or proceeding is brought to enforce the terms of this Agreement, the prevailing Party shall be entitled to recover its costs of enforcement, including expert witness fees, reasonable attorney's fees and court costs, and costs and fees on appeal. 6.94.9.6.9. This Agreement is subject to the laws of the United States of America and the State of California, without regard to conflict of law rules. 6.10. Failure of either Party to enforce a right under this Agreement shall not act as a waiver of that right or the ability to later assert that right with respect to the particular situation involved. 6.11. If any provision of this Agreement is found to be illegal or unenforceable, the other provisions shall remain effective and enforceable to the greatest extent permitted by law. 6.12. No modification of this Agreement shall be effective absent a written amendment signed by both Parties or their designees. 6.13. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior written and oral agreements between the Parties regarding the subject matter of this Agreement. The Grantee represents and warrants that it is not relying on any statement or representation not contained in this Agreement. The headings of this Agreement are for convenience of reference only and shall not in any way affect the interpretation thereof. a. Section 2.5, 5.2, 5.3, 5.4, 5.5, 5.6, 5.7 of this Agreement address the obligations of one or both Parties that may arise only after the expiration or termination of this Agreement. For that reason, each such Section shall survive the expiration of this Agreement by either Party for any reason unless until the terms of the specific clause are met or otherwise agreed separately in writing between the parties. b. Section 2.1, 4.2, 4.3, 4.4 and 6 define or otherwise govern the nature of the relationship between the Parties during the Term of this Agreement. Parts of these sections also govern the nature of the relationship between the Parties following the expiration or termination of this Agreement. For that reason, each such section shall survive the expiration or termination of this Agreement by either Party for any reason. 6.15. This Agreement is personal to the Parties and may not be assigned or transferred and any attempt to do so is void. 6.16. This Agreement may be executed in counterparts, each of which so executed will be deemed to be an original and such counterparts together will constitute one and the same agreement. 6.17. The undersigned represent and warrant to each other that each has all the requisite power and authority, corporate or otherwise, to enter into this Agreement, and bind the Party, and the acceptance of the terms in this Agreement will be treated as acceptance by that Party.

Additional Legal Terms. 6.1. The relationship between the Grantee and WMF established by this Agreement is that of independent contractors, and nothing in this Agreement shall be construed to make either Party the partner, joint venturer, legal representative, or agent of the other Party. 6.2. Neither Party shall have the right or authority to assume, create, or incur any liability or any obligation of any kind, either expressed or implied, in the name or on behalf of the other Party. 6.3. Neither Party shall have the power to direct or control the day-to-day activities of the other Party. 6.4. The Grantee, its directors, officers, employees, or volunteers, shall not be entitled to any privileges, immunities, compensation, or reimbursements from WMF (except as otherwise provided herein). 6.5. The Grantee agrees to indemnify, defend, and hold harmless WMF, its officers, directors, employees, and agents, from and against all claims, liabilities, actions, charge, prejudice, damages, costs, losses, and expenses, including legal expenses and attorneys’ fees, directly, indirectly, wholly, or partially arising from or in connection with any act or omission of the Grantee, its employees, or its agents, in applying for or accepting the Grant, in expending or applying the Grant or in carrying out the Program Plan or any other activity funded or financed by the Grant, the non- observance or breach of the representations and/or obligations of this Agreement by the Grantee, or a wrongful act or omission perpetrated by the Grantee or by any of its agents, provided that such claims, liabilities, actions, charge, prejudice, damages, costs, losses, and expenses were not directly or indirectly caused by WMF, its officers, directors, employees, and agents,. 6.6. In the event of a dispute between the Parties, both Parties agree to a mandatory mediation process (before going to a court) to be conducted in person before a certified mediator agreed by the Parties. Upon completion of good faith mediation and certification of an impasse by the mediator, either Party may bring suit no sooner than thirty (30) days following the certification of impasse. 6.7. As a condition of this Agreement, ▇▇▇▇▇▇▇ Grantee agrees to report immediately to WMF any knowledge of, or reasonable suspicion of malfeasance, including the misappropriation of the Grant by the Grantee, its employee, volunteer, or agent. Upon reasonable suspicion of such malfeasance, WMF may have an audit performed on the financial operations of the Grantee, including the misappropriation of grant funds. After such an audit, WMF may terminate this Agreement immediately and request full repayment of the Grant in the event that the reasonable proof of such malfeasance by the Grantee, or its employee, volunteer, or agent is collectedwas confirmed. 6.8. In the unlikely event of litigation, the Superior Court of San Francisco County or the United States District Court for the Northern District of California shall have exclusive jurisdiction and venue over all controversies in connection herewith, and the Parties hereby expressly consent to such exclusive and personal jurisdiction and venue. In the event that any action, suit, or proceeding is brought to enforce the terms of this Agreement, the prevailing Party shall be entitled to recover its costs of enforcement, including expert witness fees, reasonable attorney's fees and court costs, and costs and fees on appeal. 6.9. This Agreement is subject to the laws of the United States of America and the State of California, without regard to conflict of law rules. 6.10. Failure of either Party to enforce a right under this Agreement shall not act as a waiver of that right or the ability to later assert that right with respect to the particular situation involved. 6.11. If any provision of this Agreement is found to be illegal or unenforceable, the other provisions shall remain effective and enforceable to the greatest extent permitted by law. 6.12. No modification of this Agreement shall be effective absent a written amendment signed by both Parties or their designees. 6.13. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior written and oral agreements between the Parties regarding the subject matter of this Agreement. The Grantee represents and warrants that it is not relying on any statement or representation not contained in this Agreement. The headings of this Agreement are for convenience of reference only and shall not in any way affect the interpretation thereof. a. Section 2.5, 5.2, 5.3, 5.4, 5.5, 5.6, 5.7 of this Agreement address the obligations of one or both Parties that may arise only after the expiration or termination of this Agreement. For that reason, each such Section shall survive the expiration of this Agreement by either Party for any reason unless until the terms of the specific clause are met or otherwise agreed separately in writing between the parties. b. Section 2.1, 4.2., 4.3, 4.4 and 6 define or otherwise govern the nature of the relationship between the Parties during the Term of this Agreement. Parts of these sections also govern the nature of the relationship between the Parties following the expiration or termination of this Agreement. For that reason, each such section part shall survive the expiration or termination of this Agreement by either Party for any reason. 6.15. This Agreement is personal to the Parties and may not be assigned or transferred and any attempt to do so is void. 6.16. This Agreement may be executed in counterparts, each of which so executed will be deemed to be an original and such counterparts together will constitute one and the same agreement. 6.17. The undersigned represent and warrant to each other that each has all the requisite power and authority, corporate or otherwise, to enter into this Agreement, and bind the Party, and the acceptance of the terms in this Agreement will be treated as acceptance by that Party.