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A TRUE COPY
<br />N RPA CERTIFICATION ON LAST PAGE
<br />RYAN L. BUTLER, CLERK
<br />NATIONAL
<br />RECREATION AND PARK
<br />ASSOCIATION
<br />for any damages caused by or arising out of the acts or omissions of a third party. This paragraph is in no
<br />manner to be construed as a waiver of the County's Sovereign Immunity granted by Florida Statute.
<br />S. Indemnification
<br />To the fullest extent permitted by applicable law, Grantee shall indemnify, defend and hold harmless the
<br />Support Parties from any and all causes of action, suits, settlements, judgments, liens, indebtodnoss,
<br />damages, losses, costs, expenses, fees (including attorney's fees and costs), penalties, claims, claims for
<br />relief, liabilities and demands of every kind, nature, and character (collectively, "Claims") relating to or
<br />arising out of: (i) Grantees' involvement in the development, planning, demolition, construction, installation,
<br />implementation, maintenance, repair and/or management of the Project; (ii) any failure by Grantees to
<br />comply with any applicable laws, rules and/or regulations (including, without limitation, building, safety and
<br />fire codes, etc.); (iii) Grantee's negligence, misconduct, or malfeasance of Grantee or
<br />their agents or representatives; or (iv) any breach by Grantee of any agreement involving the Project or the
<br />use of the Grant Funds. In no event shall the Support Parties be liable for any punitive, exemplary, special,
<br />incidental, indirect or
<br />consequential damages of any kind (including, but not limited to loss of profits, loss of reputation and/or
<br />loss of current or prospective business advantage, even where such losses are characterized as direct
<br />damages) arising out of or in any way related to the relationship and/or dealings between the parties,
<br />regardless of whether the claim under which damages are sought is based upon contract, tort, negligence
<br />(of any kind), strict liability or otherwise, and regardless of whether the parties have been advised of the
<br />possibility of such damages at the time of contracting or otherwise In such cases where Subgrantee's
<br />obligation to indemnify may be limited due to the requirements of federal, state, or local laws, Subgrantee
<br />shall be responsible for the ordinary negligent acts and omissions of Subgrantee's agents and employees
<br />causing harm to persons not a Party to this MOU. This paragraph is in no manner to be construed as a waiver
<br />of the County's Sovereign Immunity granted by Florida Statute.
<br />6. Confidentiality
<br />During the term of this MOU, the Parties may learn certain Confidential Information of each other. For
<br />purposes of this MOU, "Confidential Information" means the confidential and proprietary information, not
<br />generally known by non-party personnel, used by the disclosing party and which is proprietary to the
<br />disclosing party, and includes, without limitation, the disclosing party's trade secret or proprietary
<br />personnel, financial, marketing and business information, including strategic, operations and other business
<br />plans or forecasts, and Confidential Information provided by the disclosing party regarding its employees,
<br />customers, vendors, sponsors and other contractors. The receiving party shall: (i) protect and safeguard the
<br />confidentiality of the disclosing party's Confidential Information with at least the same degree of care as the
<br />receiving party would protect its own Confidential Information, but in no event with less than a commercially
<br />reasonable degree of care; (ii) not use the disclosing party's confidential information, or permit it to be
<br />accessed or used, for any purpose other than to exercise its rights or perform its obligations under this MCU;
<br />and (iii) not disclose any such Confidential Information to any person, except to the receiving party's officers,
<br />employees, consultants, accountants, and legal advisors who are bound by written confidentiality
<br />obligations and have a need to know the Confidential Information to assist the receiving party, or act on its
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