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-6- <br />15. Grant Not Assignable: The Grant herein made is intended solely for Grantee and <br />for the Grant Project described in the grant application. No benefit of the Grant may <br />be delegated, assigned or otherwise transferred without the advance, written <br />consent of the Foundation, which consent shall be in the sole and absolute <br />discretion of the Foundation. <br />16. Foundation's Reservation of Rights: The Foundation reserves the right to demand <br />the immediate return of any unused portion of the Grant and to terminate- its <br />obligations under this Agreement should it determine, in its sole discretion, that <br />Grantee has not satisfied the terms and conditions of this Agreement or that Grantee <br />has not satisfied state or federal law in connection with the Grant Project. <br />17. Applicable Law; Jurisdiction: This Agreement, except as otherwise provided <br />herein, shall be governed by and construed in accordance with the laws of the <br />District of Columbia, without regard to principles of conflict of laws. Each party <br />agrees that any action or proceeding with respect to this Agreement may only be <br />brought in a federal or state court situated in the District of Columbia, and by <br />execution and delivery of this, Agreement, such party irrevocably consents to <br />jurisdiction and venue in each such court. <br />18. Attorneys' Fees: Grantee agrees to pay all costs and expenses, including <br />reasonable attorneys' fees, incurred by the Foundation in connection with any <br />litigation concerning this Agreement should the Foundation prevail against Grantee <br />in such. <br />19. Proper Authority: Each of the parties hereto and their officers represent and <br />warrant that they are authorized to enter into this Agreement and execute the same <br />without further authority. <br />20. Absence of Warranties: THE FOUNDATION MAKES NO REPRESENTATIONS <br />OR WARRANTIES HEREUNDER OF ANY KIND, EITHER EXPRESS OR IMPLIED, <br />AS TO ANY MATTER INCLUDING, BUT NOT LIMITED TO, IMPLIED <br />WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, <br />MERCHANTABILITY OR OTHERWISE RELATING TO THE GRANT, THE GRANT <br />PROJECT OR THE PERFORMANCE BY THIRD PARTIES OF ANY SERVICES. IN <br />NO EVENT WILL THE FOUNDATION BE LIABLE FOR ANY DAMAGES OF ANY <br />KIND INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, LOST PROFITS, <br />OR OTHER CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE <br />DAMAGES ARISING OUT OF THIS AGREEMENT OR PERFORMANCE OF THE <br />OBLIGATIONS HEREUNDER. <br />21. Indemnification: Grantee agrees, to the extend permitted by North Carolina law, to <br />indemnify, defend and hold harmless the Foundation and its officers, directors, <br />employees, accountants, attorneys, agents, affiliates, subsidiaries, successors, <br />insurers and assigns from and against any and all third party claims, demands, <br />losses, damages, liabilities, costs and expenses (including reasonable <br />legal/attorneys' fees and expenses arising out of or related to any legal proceeding <br />and any legal appeal) related to the Grant, the Grant Project or this Agreement and <br />