Donation Agreement - Template, Sample Form to Complete Pro · EN-CA-law

DONATION AGREEMENT

This DONATION AGREEMENT (this "Agreement") is made and entered into effective as of ________.

BETWEEN:

________
a corporation incorporated under the laws of ________,
having its registered office at ________
(hereinafter the "Donor")

OF THE FIRST PART

- AND -

________,
a corporation incorporated under the laws of ________,
having its registered office at ________,
holding charitable registration number ________
(hereinafter the "Donee")

OF THE SECOND PART

(the Donor and the Donee are hereinafter collectively referred to as the "Parties" and individually as a "Party").

WHEREAS the Donor wishes to make a gift to the Donee;

AND WHEREAS the Donee is willing to accept such gift from the Donor upon the terms and conditions set forth in this Agreement;

AND WHEREAS the Parties intend that this gift be made gratuitously and without any consideration flowing to the Donor, save as expressly provided herein;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties hereto covenant and agree as follows:

§ 1. PURPOSE OF THE GIFT

1.1 The Parties acknowledge and agree that the purpose of the gift (the "Purpose") is as follows:

________

1.2 The Donee shall not apply the gift, in whole or in part, to any use other than the Purpose, unless otherwise agreed to in writing by the Parties.

1.3 The Donee, and its members, directors, officers, employees, agents, affiliates, contractors, representatives, or any third party acting on the Donee's behalf, shall not use the gift, directly or indirectly, for any improper purpose inconsistent with this Agreement or in contravention of any applicable law.

§ 2. THE GIFT

2.1 The Donor agrees to make a one-time cash gift to the Donee in the amount of $________ (________) in lawful currency of Canada (the "Gift").

2.2 The Gift is made voluntarily and gratuitously, and constitutes an absolute and unconditional transfer of property save for the terms and conditions expressly set out in this Agreement.

§ 3. PAYMENT

3.1 The Gift shall be paid by the Donor to the Donee on ________.

3.2 Payment shall be made to the account or in the manner designated in writing by the Donee at ________.

§ 4. TRANSFER

4.1 The Gift may be transferred in a form acceptable to the Donee, provided that only reliable banking systems or other regulated financial channels are used, including a chartered bank and/or a regulated brokerage.

§ 5. CONDITIONS OF THE GIFT

The Gift is subject to the following terms and conditions, which the Donee agrees to accept and abide by upon receipt of the Gift:

1. The Donee shall apply the Gift solely toward the Purpose set out in this Agreement and shall not divert or reallocate the Gift, in whole or in part, to any other purpose without the prior written consent of the Donor.
2. In the event that the Gift, or any portion thereof, cannot be applied to the Purpose, the Donee shall promptly notify the Donor in writing, and the Parties shall agree upon an alternative use consistent with the intent of this Agreement and with the charitable objects of the Donee.
3. The Donee acknowledges that the Gift is made voluntarily and without any expectation of consideration, benefit, or advantage flowing to the Donor, other than as expressly set out in this Agreement.
4. Should the Donee fail to use the Gift in accordance with the terms of this Agreement, the Donor shall be entitled to require the return of the unexpended portion of the Gift, to the extent permitted by applicable law and the requirements of the Income Tax Act (R.S.C., 1985, c. 1 (5th Supp.)).

The Donee shall ensure that the Gift is used in compliance with all applicable laws, regulations, and the policies of the Donee.

§ 6. REPRESENTATIONS AND WARRANTIES

6.1 The Donor represents and warrants that it has the legal capacity and corporate authority to make the Gift as described herein and to enter into and perform its obligations under this Agreement.

6.2 The Donor represents and warrants that the Gift is free and clear of any liens, encumbrances, or claims, and that, upon transfer, the Donor shall have no further claim to or interest in the Gift, save as expressly provided herein.

6.3 The Donor represents and warrants that it has not received and will not receive any benefit, advantage, or consideration in connection with the Gift, except as expressly set out in this Agreement.

6.4 The Donee represents and warrants that it is a registered charity and/or qualified donee within the meaning of the Income Tax Act (R.S.C., 1985, c. 1 (5th Supp.)), capable of receiving such gifts, and that the Gift shall not be used to satisfy any pre-existing commitment or other financial obligation.

6.5 The Donee represents and warrants that it will use the Gift for the Purpose stated herein and for no unlawful purpose or other purpose inconsistent with this Agreement.

§ 7. CONFIDENTIALITY

7.1 Unless otherwise agreed to by the Donor, the Donee shall not mention the Donor in its publications or on its website for purposes of recognition where the Donor wishes to remain anonymous.

7.2 The Parties acknowledge that it may be necessary for the Donee to disclose or make available to the Donor both verbal information and documents in printed, digital, or electronic form that may be confidential or proprietary. All information that the Donee designates in writing as confidential or proprietary (collectively, the "Confidential Information") shall be treated as confidential by the Parties, except to the extent that such information is excluded as described in § 7.4.

7.3 The Donor agrees to keep the Donee's Confidential Information in strict confidence, and to provide at least the same level of care it uses in the protection of its own confidential information. Confidential Information shall be promptly returned or destroyed by the Donor upon written request by the Donee.

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§ 8. RECORDS

8.1 The Donee shall maintain adequate records to document the expenditure of funds and the activities supported by the Gift. These records may include internal accounting records, such as receipts, disbursements, and capital receipts and disbursements relating to the use of the Gift, as well as statements from financial institutions, photographs, videos, testimonials, or other relevant written documents.

8.2 If so requested, the Donee shall provide the Donor with financial records relating to the activities supported by the Gift until the Gift has been fully expended.

§ 9. OFFICIAL DONATION RECEIPT

9.1 The Donee shall issue to the Donor an official donation receipt for income tax purposes consistent with the requirements of the Income Tax Act (R.S.C., 1985, c. 1 (5th Supp.)) and its regulations. In the event such receipt does not comply with the Income Tax Act, the Donee shall remedy such deficiencies within seven (7) days of being made aware of them.

§ 10. INTELLECTUAL PROPERTY

10.1 Subject to § 7 (Confidentiality) and with the Donor's prior written consent, the Donee shall have the right to publish the Donor's name, trademark, or logo in the Donee's promotional materials. Nothing in this Agreement transfers ownership of any intellectual property of either Party.

§ 11. INDEMNIFICATION

11.1 Each Party agrees to indemnify and hold harmless the other Party, and its officers, directors, employees, and agents, from and against any and all claims, losses, damages, liabilities, and expenses (including reasonable legal fees) arising out of or related to any breach of this Agreement by the indemnifying Party.

§ 12. GENERAL TERMS

a) Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the Province of ________ and the federal laws of Canada applicable therein. The Parties irrevocably attorn to the exclusive jurisdiction of the courts of the said Province and the Courts of Canada, sitting in the City of ________. The Parties agree that this choice of law, place, and jurisdiction provision is mandatory and not optional.

b) Assignment. This Agreement may not be transferred or assigned by the Donee to any other organization or person without the prior written approval of the Donor.

c) Language. All communications made or notices given under this Agreement shall be in the English language. The Parties have expressly requested that this Agreement and all related documents be drawn up in the English language.

d) Binding Effect. Subject to the foregoing, this Agreement, and any rights granted hereunder, shall enure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.

e) Subgrants Not Permitted. The Donee may not enter into any sub-agreement or sub-grant in respect of the Gift without the prior written consent of the Donor.

f) Amendments. This Agreement may be amended only by a written instrument signed by both Parties.

g) Time of the Essence. Time shall be of the essence in this Agreement.

h) Notices. Any notice required or permitted under this Agreement shall be in writing and delivered to the addresses of the Parties set out above, or to such other address as a Party may designate in writing.

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j) Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements, whether written or oral. No inducements, representations, or promises not contained within this Agreement shall have any force or effect.

k) Headings. The headings in this Agreement are used for convenience only and shall not be construed to limit or affect the terms of this Agreement.

l) Counterparts and Electronic Execution. This Agreement may be executed in counterparts, including by electronic signature and delivery, each of which shall be deemed an original and all of which together shall constitute one and the same agreement.

§ 13. EXECUTION

IN WITNESS WHEREOF the Parties have duly executed this Agreement as of the date first written above.

DONOR: ________

___________________________
Per: ________
Title: ________
Date: ________

I have authority to bind the corporation.

DONEE: ________

___________________________
Per: ________
Title: ________
Date: ________

I have authority to bind the corporation.