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11. Warranty/lndcrnnity. The Grantee represents, warrants and covenants that the
<br />Work is original and that it is the sole creator of the Work, except for any material incorporated into the
<br />Work created or owned by third parties, from whom the Grantee has obtained or will obtain, at its
<br />expense, all licenses necessary to incorporate and use such third -party material in the Work, including
<br />the right to sub -license to the Foundation such material incorporated into the Work. The Grantee further
<br />represents, warrants and covenants that the Work does not and will not contain any matter that is
<br />obscene or libelous, in violation of any copyright, trademark, proprietary right, or personal right of any
<br />third party, or otherwise violate any law. The Grantee will indemnify and hold the Foundation, its
<br />licensees and assigns, harmless from any and all claims, liabilities, costs and expenses, including
<br />reasonable attorneys' fees, arising as a result of the breach or alleged breach of these representations,
<br />warranties and covenants.
<br />12. Grant Announcements and Public Report .
<br />(a) Grantee's Acknowledgement, The Grantee agrees to acknowledge the
<br />Foundation's funding, as described below, in publications, advertising, speeches, lectures, interviews,
<br />press releases, internet web pages, and other similar activities related to the Mayors Challenge and the
<br />Project (together, "Media Releases"). Any Media Release that refers to the funding source of the Grant
<br />shall: (1) refer to "Bloomberg Philanthropies" rather than to the Foundation itself, (2) refer to the
<br />Mayors Challenge and state that the Project is one of the nine winning ideas of the Mayors Challenge,
<br />and (3) all written acknowledgements shall link to Bloomberg Philanthropies' website
<br />(www.bloosnbcrg.oj ). The Grantee shall provide copies of all Media Releases to the Foundation and
<br />obtain the Foundation's consent prior to publication or distribution in any format of any Media Release.
<br />Further, as a condition to receiving a grant from the Grantee, each Sub -Grantee must agree to
<br />acknowledge the Foundation's funding in Media Releases as set forth above and provide copies of all
<br />Media Releases to the Foundation and obtain the Foundation's consent prior to publication or
<br />distribution in any format of any Media Release. To the extent that the Grantee provides Media
<br />Releases to the Foundation, the Grantee represents that it owns or otherwise has obtained all rights
<br />necessary to use, reproduce, publicly perform and distribute (including the right to sub -license) all works
<br />contained or used in the Media Releases.
<br />(b) Foundation AcknowleLdgement. The Foundation agrees that all trademarked
<br />or copyrighted works owned by the Grantee (including but not limited to logos, written material, photos,
<br />and other similar works provided by the Grantee to the Foundation) and provided to the Foundation, in
<br />any media, shall remain the property of the Grantee. To the extent that the Grantee provides any Media
<br />Release (and works contained therein) or trademarked or copyrighted works to the Foundation, the
<br />Grantee represents that it owns or otherwise has obtained all rights necessary to use, reproduce, publicly
<br />perform and distribute (including the right to sub -license) all such works. Furthermore, the Grantee
<br />provides to the Foundation a perpetual, non-exclusive, worldwide, royalty -free and fully paid -up, sub -
<br />licensable (to affiliates) license, or sub -license, as the case may be, to use, display, reproduce, publicly
<br />perform, and make derivative works of, all such works, regardless of whether such works were created
<br />with the Grant Funds. The Foundation has the right to publicly acknowledge and announce, at its sole
<br />discretion, any relationship between the Foundation and the Grantee. Bloomberg Philanthropies' web
<br />site may include a brief description of the Grant. On occasion, Bloomberg Philanthropies also posts
<br />grantees' publications and other related items on its website.
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