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4 <br />Piedmont Food & AG Processing Center agrees to indemnify, RAFI, the Commission, it officers, agents <br />and employees against any liability, including costs and expenses and attorneys fees far his or her <br />violation of any proprietary right or right of privacy arising out of the publication, translation, <br />reproduction ,delivery; performance use or disposition of any information published resulting from the <br />work under this Agreement ar based on any libelous or other unlawful material contained in such <br />informmation. <br />If work done as part of this demonstration results in any intellectual property right, Piedmont Food & <br />AG Processing Center hereby grants to RAFI and the Commission an assignable royalty-free, non- <br />exclusive irrevocable license to publish, translate, reproduce, deliver, perform or use the material <br />covered by the intellectual property right. <br />Any property purchased or leased by Piedmont Faod & AG Processing Center related to this contract or <br />with any proceeds of this contract shall be the obligation of Piedmont Food & AG Processing Center. <br />RAFI shall have no responsibility, title or interest to this property. <br />The obligation of RAFI to pay any amounts under this agreement is contingent upon the availability of <br />funds to it to fund the project. In the event that funds for this project become unavailable, RAFI may <br />terminate this agreement immediately upon notice to Piedmont Faod & AG Processing Center. In the <br />event of notice of the unavailability of funds, a!1 obligations of RAFI to make payments under this <br />agreement shall cease as of the termination date except for such work as shall have already been <br />perfazrmed prior to the termination date. <br />In the event that Piedmont Faod & AG Processing Center breaches any of the material terms ar <br />conditions of this Agreement, Piedmont Food & AG Processing Center agrees to repay to RAFI or the <br />Commission the full amount of sums awarded and any interest that has accrued on that sum. <br />Piedmont Food & AG Processing Center agrees to notify RAFI immediately, in the event that Piedmont <br />Food & AG Processing Center becomes unable to meet all requirements of this written contract. <br />Please note that RAFI-USA is required by the IRS and its audit firm to report all payments over the <br />required limit of $600 for the year. Please maintain your business records accordingly and consult your <br />tax advisor far advice. <br />Notices <br />Notice to RAFI shall be given to: <br />Mr. Julius Tillery <br />Rural Advancement Foundation International-USA <br />P.O. Box 640 <br />Pittsboro, NC 27312 <br />Tel: (919} 259 - 4101 <br />Fax: (919 542-0069 <br />Notice to Piedmont Food & AG Processing Center shall be given to: <br />Page 3 of 4 <br />