Grant Agreement for Non-Profit Organizations - Form Pro · EN-CA-law

GRANT AGREEMENT

This Grant Agreement (the "Agreement") is made and is effective as of ________ (the "Effective Date"), by and between the following parties (each a "Party" and collectively the "Parties"):

________, a ________ having its registered office at ________, charitable registration / business number ________ (the "Grantor"),

AND

________, a ________ having its registered office at ________, charitable registration / business number ________ (the "Grantee").

RECITALS

WHEREAS the Grantor pursues the following charitable mission (the "Mission"):

________

AND WHEREAS the Grantor wishes to make a grant to the Grantee for the following purpose (the "Purpose"):

________

AND WHEREAS the Grantee intends to undertake a program or project (the "Project") in furtherance of the Grantor's Mission;

AND WHEREAS the Grantor intends that the Grant be applied exclusively for charitable purposes and in a manner consistent with the requirements of the Income Tax Act (Canada) and the published guidance of the Canada Revenue Agency applicable to registered charities and qualified donees;

NOW THEREFORE in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

Article I — THE GRANT AND COMMITMENT

§ 1.1 Subject to the terms and conditions of this Agreement, the Grantor agrees to provide to the Grantee a grant in the amount of ________ dollars ($________) (the "Grant").

§ 1.2 The Grant shall be applied by the Grantee solely and exclusively in furtherance of the Purpose and the Grantor's Mission.

Article II — TRANSFER OF FUNDS

§ 2.1 The funds comprising the Grant (the "Grant Funds") may be transferred in a form acceptable to the Grantee, provided that only reliable banking systems or other regulated financial channels are used.

§ 2.2 The Grant Funds shall be remitted to the account designated in writing by the Grantee at ________.

Article III — PAYMENT

§ 3.1 The Grantor shall transfer the Grant Funds to the Grantee as follows: the Grant of ________ dollars ($________) shall be paid within fourteen (14) days following the Effective Date, unless an alternative payment schedule is agreed by the Parties in writing and attached hereto as a schedule.

Article IV — TERMS AND CONDITIONS OF THE GRANT

By accepting the Grant Funds, the Grantee represents, warrants and covenants that:

(a) the Grantee is a duly constituted and, where applicable, registered organization that is a qualified donee or otherwise legally capable of receiving and administering charitable grants under the laws of Canada and the Province or Territory governing this Agreement;

(b) all Grant Funds and any income generated therefrom shall be applied solely for the Purpose described above and for no other purpose;

(c) no director, officer, member, employee, agent or other person associated with the Grantee shall receive any improper private benefit, good or service out of the Grant;

(d) the Grant shall not be used to satisfy or discharge any pre-existing commitment, debt or other financial obligation of the Grantee;

(e) the Grantee shall comply with all applicable laws, including without limitation the Income Tax Act (Canada), the Criminal Code (Canada) and its anti-terrorism financing provisions, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Corruption of Foreign Public Officials Act (Canada), and all applicable anti-corruption, anti-money laundering, sanctions and economic measures legislation;

(f) the Grantee shall maintain such direction and control over the Grant Funds, and such books, records and accounting segregation, as are required for the Grantor to satisfy its obligations as a registered charity or qualified donee under the Income Tax Act (Canada) and applicable Canada Revenue Agency guidance.

Article V — TERM, SUSPENSION AND TERMINATION

§ 5.1 The term of the Grant (the "Grant Period") shall be ________ from the Effective Date.

§ 5.2 Unless suspended or terminated in accordance with this Article, this Agreement shall terminate at the end of the Grant Period, and all Grant Funds that are not encumbered or have not been expended by the Grantee shall be returned to the Grantor.

§ 5.3 This Agreement may be suspended or terminated, in whole or in part, by:

(a) the Grantor, where the Grantee fails to comply with the terms and conditions of this Agreement, provided that the Grantor gave the Grantee notice of such non-compliance and the Grantee did not remedy it within thirty (30) days after such notice. Non-compliance includes the use of Grant Funds for purposes other than the Purpose, and the Grantee shall be required to return any Grant Funds applied otherwise than in accordance with the Purpose;

(b) the Grantor, where the Grantor has reasonable grounds, including but not limited to inadequate record keeping by the Grantee, such that the Grantor is unable to satisfy itself that the Grant Funds are being used as directed;

(c) mutual written agreement of the Grantor and the Grantee; or

(d) the Grantee, upon written notice to the Grantor specifying the reasons for such action, the effective date and, in the case of partial termination, the portion to be terminated or suspended (provided that if the Grantor determines that the portion not terminated will not achieve the objectives of the Grant, the Grantor may suspend or terminate the entire Grant).

§ 5.4 No costs incurred during a period of suspension or after the effective date of termination shall be allowable under this Agreement, except costs that, in the reasonable opinion of the Grantor, the Grantee could not reasonably have avoided or eliminated, or that are otherwise authorized by the notice of suspension or termination. All Grant Funds held by the Grantee on the effective date of termination that are unencumbered or unspent shall be immediately returned to the Grantor, unless otherwise agreed in writing by the Parties.

Article VI — REPORTING AND EVALUATION

§ 6.1 The Grantee agrees to submit grant reports at regular intervals throughout the Grant Period and no later than thirty (30) days after the end of this Agreement.

§ 6.2 Each report shall include:

(a) a description of the Project activities undertaken to date;

(b) a description of events that have had a significant effect on the Project;

(c) an assessment of the Project to date;

(d) a discussion of the extent to which the Project objectives have been met;

(e) a description of any unforeseen effects of the Project; and

(f) a complete financial accounting of the Grant expenditures.

§ 6.3 The Grantee acknowledges that the Grantor may publish case studies, analyses, data, reports and other evaluative materials relating to the Grantee's activities under this Agreement (collectively, the "Project Evaluation Materials") for the purpose of providing the public, donors, other funders and other operating charities with data and ideas that improve the effectiveness and impact of grant-making and charitable activities. The Grantee agrees to provide the Grantor with such additional information and documents as the Grantor may reasonably request to evaluate the Grantee's activities and to assist in the creation of Project Evaluation Materials.

§ 6.4 The Grantor and the Grantee shall work together in good faith to resolve any differences regarding the content of the Project Evaluation Materials prior to their initial public release.

§ 6.5 Under no circumstances shall the Project Evaluation Materials include Confidential Information (as defined below) or refer, directly or indirectly, to the substance of such Confidential Information. To the extent that Project Evaluation Materials are based directly on Confidential Information, refer to its existence, or include opinions formed directly on its basis, the Parties shall agree in writing as to the content of such materials in order to avoid the inadvertent release of Confidential Information.

§ 6.6 The Grantor's obligation to consult with the Grantee regarding publication of Project Evaluation Materials does not limit either Party's ability to make public communications otherwise permitted under this Agreement, including additional publications or summaries of previously published Project Evaluation Materials, references to the Grantee in commentary on philanthropy generally, or other communications.

§ 6.7 The Grantee may comment, in any format or medium, on any published Project Evaluation Materials, and the Grantor may respond to such comments as part of the Project Evaluation Materials.

§ 6.8 The Grantor agrees to provide the Grantee, for a minimum of five (5) years, with copies of all Project Evaluation Materials and any materials obtained from the Grantee in their preparation. The Grantee agrees to provide such additional information as the Grantor may require to comply with applicable laws, and to maintain accurate and complete books and records of the revenues, expenditures and activities undertaken with the Grant Funds.

Article VII — CONFIDENTIAL INFORMATION

§ 7.1 The Parties acknowledge that it may be necessary for the Grantee to disclose or make available to the Grantor verbal information and documents in printed, digital or electronic form that may be confidential or proprietary. All information that the Grantee designates in writing as confidential or proprietary (collectively, the "Confidential Information") shall be treated as confidential by the Parties, except to the extent excluded below.

§ 7.2 The Grantor agrees to keep the Grantee's Confidential Information in strict confidence and to apply at least the same degree of care it uses to protect its own confidential information, and in no event less than a reasonable standard of care. Confidential Information shall be promptly returned or destroyed by the Grantor upon written request by the Grantee.

§ 7.3 Confidential Information does not include information that: (i) is or becomes publicly known otherwise than through an act or omission of the Grantor; (ii) is lawfully received, after disclosure hereunder, from a third party having the right to disclose it without restriction; or (iii) is made public by the Grantee or with its prior written consent.

§ 7.4 If the Grantor receives a validly issued subpoena, court order or other administrative or judicial demand requiring disclosure of Confidential Information, the Grantor shall promptly notify the Grantee so that the Grantee may seek a protective order or other appropriate remedy. If the Grantee fails or elects not to seek such relief, the Grantor may comply with the demand to the extent required by law, and shall make reasonable efforts to minimize the disclosure.

Article VIII — DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

§ 8.1 The Grantee acknowledges and agrees that the Grant Funds are provided on an "as is" basis. The Grantor makes no representations or warranties of any kind, whether express, implied or statutory, with respect to the Grant Funds or to the activities to be carried out by the Grantee under this Agreement.

§ 8.2 To the fullest extent permitted by law, the Grantor shall not be liable to the Grantee or to any third party for any direct, indirect, incidental, special, punitive or consequential damages arising out of or in connection with the use of the Grant Funds or the conduct of the Project.

Article IX — INDEPENDENT RELATIONSHIP

§ 9.1 The Parties acknowledge and agree that the relationship created by this Agreement is solely that of grantor and grantee. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, trust or employment relationship between the Parties.

§ 9.2 Neither Party shall have the authority to act on behalf of, or to bind, the other Party in any manner, and neither Party shall represent to any third party that it has any such authority.

Article X — PROJECT AMENDMENTS

The objectives, methods or schedule of the Project for which the Grant Funds have been awarded may be modified only by written agreement of the Grantor and the Grantee.

Article XI — NOTICE OF CHANGES

The Grantee agrees to inform the Grantor of any change in the key personnel of the Project or the organization, any change of address or telephone number, any change in its tax-exempt or registered charity status, and any development that significantly affects the operation of the Project or the organization.

Article XII — LIMITATION ON POLITICAL ACTIVITIES

The Grantee shall ensure that the Grant Funds are used in a manner consistent with the requirements applicable to registered charities and qualified donees under the Income Tax Act (Canada) and applicable Canada Revenue Agency guidance respecting public policy dialogue and development activities. The Grantee confirms that the Grant Funds shall not be used to support a political party or candidate for public office, and shall not be applied to any activity that would jeopardize the charitable status of either Party.

Article XIII — SUB-GRANTS NOT PERMITTED

The Grantee shall not enter into any sub-grant, sub-agreement or sub-contract in respect of the Project without the prior written consent of the Grantor.

Article XIV — AUDIT RIGHTS

The Grantee agrees that the Grantor has the right, at reasonable intervals and upon reasonable notice, to audit and verify the information provided by the Grantee through written reports, financial records and accounts. Such audits may be conducted on-site, the decision to do so being at the sole and exclusive discretion of the Grantor.

Article XV — LICENCE TO USE WORK PRODUCT

The work product (the "Work Product") consists of the deliverables and other materials, including drafts, prepared by the Grantee using the Grant Funds. The Grantee grants to the Grantor a perpetual, non-exclusive, royalty-free, irrevocable and non-transferable licence to use, display, reproduce and distribute the final versions of the Work Product "as is" for non-commercial charitable purposes. All other uses of the Work Product require the prior written approval of the Grantee.

Article XVI — PUBLICITY AND USE OF NAME

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Article XVII — INDEMNIFICATION

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Article XVIII — NO ASSIGNMENT

This Agreement may not be transferred or assigned by the Grantee to any other organization or person without the prior written approval of the Grantor.

Article XIX — AMENDMENT

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

Article XX — CONSIDERATION AND BINDING EFFECT

The Grantor acknowledges and agrees that (a) the Grantee's agreement to apply the Grant Funds for the Purpose constitutes full and adequate consideration between the Parties for this Agreement, and (b) this Agreement shall enure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns, except to the extent that it is terminated in accordance with its terms.

Article XXI — NOTICES

Any notice required or permitted under this Agreement shall be in writing and shall be delivered personally, sent by registered mail, courier or email to the address of the relevant Party set out above, or to such other address as a Party may designate in writing. Notice to the Grantor shall be directed to ________, and notice to the Grantee shall be directed to ________. Notice shall be deemed received upon personal delivery, upon confirmed transmission if sent by email, or five (5) business days after mailing if sent by registered mail.

Article XXII — GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the Province / Territory of ________ and the laws of Canada applicable therein. The Parties irrevocably attorn to the exclusive jurisdiction of the courts of ________ in respect of any matter arising out of or in connection with this Agreement.

Article XXIII — ENTIRE AGREEMENT AND SEVERABILITY

This Agreement supersedes all prior agreements and communications, whether oral or written, between the Parties and constitutes the entire agreement between them with respect to its subject matter. The provisions of this Agreement are severable, and if any provision is determined to be invalid, illegal or unenforceable, such determination shall not affect the validity or enforceability of the remaining provisions, which shall continue in full force and effect.

Article XXIV — HEADINGS AND COUNTERPARTS

§ 24.1 Article titles and headings are provided for reference purposes only and form no part of the substantive terms of this Agreement.

§ 24.2 This Agreement may be executed in counterparts and delivered by electronic means, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

The Parties have agreed to the terms of this Agreement as evidenced by the signatures below:

EXECUTION

GRANTOR: ________

Name of representative: ________

Signature of representative: _____________________

Title of representative: ________

Date: ________

GRANTEE: ________

Name of representative: ________

Signature of representative: _____________________

Title of representative: ________

Date: ________