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6. Indemnification. Each Party (an “Indemnifying Party”) shall indemnify, hold harmless, and defend
<br />the other Party, its affiliates, and their respective partners, officers, directors, employees,
<br />contractors, agents and representatives (each of whom is an "Indemnified Party") against all
<br />liability, costs, actions, suits, judgments, damages, and expenses (including reasonable attorneys'
<br />fees and court costs) arising out of or resulting from (a) the negligent, reckless or willful acts or
<br />omissions of Indemnifying Party, its officers, directors, employees, members, independent
<br />contractors, or agents, (b) Indemnifying Party’s breach of this MOU, including failure to provide the
<br />services and work as set forth in this MOU; and (c) any claim that the services or work product of
<br />the Indemnifying Party provided under this MOU infringe or violate the intellectual property or
<br />other rights of third parties, except to the extent caused by the Indemnified Party. The Parties
<br />acknowledge and agree that the indemnity specified herein will include, without limitation,
<br />indemnification for settlements or compromises of matters covered by this indemnity. The
<br />Indemnifying Party shall not settle any such suit or claim without the Indemnified Party's prior
<br />written consent if such settlement would be adverse to the Indemnified Party’s interest. The
<br />Indemnified Party may, at its option, conduct the defense in any third party action arising as
<br />described above and the Indemnifying Party agrees fully to cooperate with such defense. The
<br />obligations and rights granted in this Section 6 shall survive the expiration and termination of the
<br />Agreement.
<br />
<br />7. Insurance. Both parties agree to carry and maintain comprehensive general liability and
<br />professional liability in an amount not less than one million dollars ($1,000,000) and workers’
<br />compensation insurance in an amount as required by applicable law covering all personnel engaged
<br />in the furnishing of services under this Agreement for the duration of the Grant Period.
<br />
<br />8. Acknowledgment and Trademark Licenses. Organization shall acknowledge AARP in any press
<br />release, public announcement, or publicly-released documents related to the Grant Activities detailed
<br />herein. To that end, AARP grants Organization a royalty-free non-exclusive, revocable license to use
<br />its name and corporate logo solely for that purpose upon the advance written approval of AARP in
<br />each instance. In addition, Organization grants AARP a non-exclusive, royalty-free, world-
<br />wide, license to use Organization’s corporate trademark, including its name and/or logo for the
<br />limited purpose of communications regarding the grant between AARP and Organization to AARP
<br />members, the 50+ and the general public in promotion of AARP in all media and mediums, including
<br />without limitations, broadcast, print, online and AARP membership materials until the expiration or
<br />termination of this Agreement. All trademark licenses granted under this section are non-
<br />transferrable and shall automatically terminate at the expiration or termination of this Agreement.
<br />
<br />9. Publicity. Notwithstanding any specific deliverable herein, neither party may issue a press release,
<br />hold a press conference, or otherwise refer to the other party in any manner with respect to this
<br />Agreement without the prior written consent of such other party.
<br />
<br />10. Warranties. Each Party hereby represents and warrants that: (a) it has full power and authority to
<br />enter into this Agreement and perform its obligations hereunder; (b) it is duly organized, validly
<br />existing and in good standing under the laws of the jurisdiction of its origin; (c) it has not entered
<br />into, and during the Term will not enter into, any agreement that would prevent it from complying
<br />with this Agreement; (d) it will comply with all applicable laws and regulations in its performance of
<br />this Agreement; and (e) the content, media and other materials used or provided as part of the
<br />Agreement shall comply with all applicable laws and regulations and shall not infringe or otherwise
<br />violate the intellectual property rights, rights of publicity or other proprietary rights of any third
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