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f <br /> i <br /> 8 7: <br /> organization name, seivice marks or trademarks of FHLI,Unite Us and other NCCARE360 <br /> partners (the "Program Marks") in connection with the Grant only in accordance with <br /> written instructions provided by or on behalf of FHLI from time to time. Grantee may <br /> publicly distribute newly created promotional or communication materials referring to j <br /> NCCARE360 or the Program Marks developed by or on behalf of Grantee only after <br /> providing such materials to FHLI for review and receiving FHLI's prior written consent. <br /> i <br /> 13. Conflicts of Interest. The Grantee shall disclose any relationship to any business or <br /> associate to whom the organization is currently doing business that creates or may give the <br /> appearance of a conflict of interest related to the Grant provided to Grantee. <br /> 14. Records and Audit. Grantee agrees to keep accurate books of accounts and records of its <br /> activities in connection with the Grant funds. In addition,Grantee shall maintain all books, <br /> accounts and records required by FHLI. Grantee shall retain all such books, accounts and <br /> records for a period of four (4) years after the expiration or earlier termination of this <br /> Agreement. FHLI may upon reasonable notice review the books, accounts and records of <br /> Grantee regarding the Grant funds. Grantee will cooperate fully with any such inspection <br /> or audit and will provide all records requested by FHLI. In the event the audit demonstrates <br /> the Grantee has not used all or a portion of the funds in accordance with the terms of this <br /> Agreement, FHLI shall within thirty (30) days after written demand from FHLI return all <br /> excess funds to FHLI, and FHLI may cease to disburse any further funds under the <br /> Agreement. <br /> 15. Indemnification by Grantee. Grantee agrees to indemnify and hold FHLI and its <br /> officials, officers, directors,, donors, agents and employees, harmless of any from any <br /> claim, demand, liability, loss, judgment, award, and expenses (including reasonable <br /> attorneys fees) of whatever type and nature arising, directly or indirectly, from (a) <br /> Grantee's breach of this Agreement; (b) Grantee's failure to comply with applicable law; <br /> (c) Grantee's use or misuse of Grant Funds; or (d) Grantees negligent or willful acts or <br /> omissions relating to the Grant or this Agreement that result in injury or damage to any <br /> thud party. <br /> 16. Assignment. The rights and obligations of Grantee under this Agreement may not be <br /> assigned by Grantee, without the prior written consent of FHLI, which consent may be <br /> withheld for any reason. Subject to the restriction on assignment to another party, the <br /> provisions of this Agreement shall be binding upon and inure to the benefit of the parties <br /> to this Agreement and their successors and assigns. <br /> 17. Modification. The parties to this Agreement may amend this Agreement only in writing <br /> duly executed by both parties to this Agreement. <br /> 18. Rij4hts and Remedies. The rights and remedies granted by this Agreement shalt not limit <br /> any others available to a party to this Agreement, and no delay or partial exercise of any <br /> right or remedy shall operate to waive or prejudice the ability to exercise those rights or <br /> remedies later. <br /> i' <br /> 3 <br />