Grant Agreement - Template Form to Create Word and PDF Pro · US-law

GRANT AGREEMENT

This Grant Agreement (this "Agreement") is made and entered into and is effective as of ________ (the "Effective Date"), by and between the following parties (each individually a "Party" and collectively the "Parties"): ________, a ________ organized and existing under the laws of the State of ________, with its principal place of business at ________, and recognized as a tax-exempt private foundation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), bearing federal tax identification number ________ ("Grantor"), and ________, a non-profit organization organized and existing under the laws of the State of ________, with its principal place of business at ________, and recognized as a tax-exempt public charity under Section 501(c)(3) of the Code, bearing federal tax identification number ________ ("Grantee").

RECITALS

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

________;

WHEREAS, the Grantor desires to make a charitable grant to the Grantee for the following charitable purpose (the "Purpose"):

________;

WHEREAS, the Grantee is undertaking, or seeks to undertake, a program or project (the "Project") in furtherance of the Mission of the Grantor; and

WHEREAS, the Grantor and the Grantee intend that this Grant be made and administered in a manner consistent with Sections 501(c)(3), 4942, 4945, and related provisions of the Code and the Treasury Regulations promulgated thereunder.

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

Article 1 — PLEDGE

Subject to and conditioned upon the terms and conditions of this Agreement, the Grantor pledges to transfer to the Grantee a charitable grant valued at $________ (the "Grant"). The Grant is made solely for the Purpose and shall be used exclusively in furtherance thereof.

Article 2 — TRANSFER

The funds comprising the Grant (the "Grant Funds") may be transferred in any form reasonably acceptable to the Grantee; provided, however, that only reliable banking systems or other regulated financial channels shall be used. Each Party shall bear its own banking and transaction costs unless otherwise agreed in writing.

Article 3 — PAYMENT

The Grantor shall transfer the Grant Funds to the Grantee under this Agreement as follows:

$________ within ________ (________) days following the Effective Date of this Agreement, payable to the account designated by the Grantee at ________.

Article 4 — TERMS AND REPRESENTATIONS

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

(a) the Grantee is an organization described in Section 501(c)(3) of the Code and is not a private foundation within the meaning of Section 509(a) of the Code, is in good standing, and is legally able to receive and administer charitable grants;

(b) all Grant Funds, and any income earned thereon, shall be expended solely for the Purpose set forth above and exclusively for charitable, educational, or scientific purposes within the meaning of Section 501(c)(3) of the Code;

(c) no individual connected with this Grant or with the Grantee shall receive any private benefit, goods, or services from the Grant Funds, and no part of the Grant Funds shall inure to the benefit of any private individual;

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

(e) the Grantee shall comply with all applicable anti-terrorism, anti-bribery, anti-corruption, and anti-money-laundering statutes and regulations of the United States and of the home jurisdictions of the Grantor and the Grantee, including the USA PATRIOT Act and the Foreign Corrupt Practices Act; and

(f) the Grantee shall promptly notify the Grantor in writing of any change in its tax-exempt status, governing documents, or financial condition that could materially affect its ability to carry out the Purpose.

Article 5 — SUSPENSION OR TERMINATION

The grant period shall commence on the Effective Date and shall continue until ________ (the "Grant Period").

Unless suspended or terminated pursuant to the conditions below, this Agreement shall terminate at the end of the Grant Period, and any Grant Funds that are not encumbered or have not been expended by the Grantee shall be promptly returned to the Grantor.

This Agreement may be suspended or terminated, in whole or in part, in any of the following circumstances:

(a) by the Grantor, when the Grantee fails to comply with any term or condition of this Agreement, provided that the Grantor gives the Grantee written notice of such non-compliance and the Grantee does not cure such non-compliance within thirty (30) days following such notice. Non-compliance includes expending the Grant Funds for any purpose other than the Purpose. The Grantee shall return any Grant Funds expended or held in a manner inconsistent with the Purpose;

(b) by the Grantor for cause, including, without limitation, a lack of adequate record-keeping on the part of the Grantee such that the Grantor is unable to verify that the Grant Funds are being utilized as reported;

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

(d) by the Grantee, upon written notice to the Grantor setting forth the reasons for such action, the effective date, and, in the case of partial termination, the portion to be terminated or suspended (with the understanding that if the Grantor determines that the unterminated portion will not accomplish the Purpose, it may suspend or terminate the entire Grant).

No costs incurred during a suspension period or after the effective date of a termination shall be allowable under this Agreement, except those costs which, in the reasonable opinion of the Grantor, the Grantee could not reasonably have avoided or eliminated, or which were otherwise authorized by the suspension or termination notice. Any Grant Funds held by the Grantee as of the effective date of termination that are not encumbered or have not been expended shall be immediately returned to the Grantor.

Article 6 — GRANT REPORT & EVALUATION

The Grantee agrees to submit grant reports (each a "Grant Report") at regular intervals throughout the duration of the Grant, and in any event no later than thirty (30) days after the termination of this Agreement.

Each Grant Report shall include:

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

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

(3) an evaluation of the Project to date;

(4) a discussion of the degree to which Project objectives were achieved;

(5) a description of any unanticipated effects of the Project; and

(6) a full and accurate financial accounting of the expenditure of the Grant Funds.

The Grantee acknowledges that the Grantor may publicly release case studies, analyses, data, reports, and other evaluation materials regarding the Grantee's conduct of activities pursuant to this Agreement (collectively, "Project Evaluation Materials") in an effort to provide the public, donors, other grantmakers, and other operating charities with data and insights that improve the effectiveness and impact of grant-making and charitable operations. The Grantee agrees to provide the Grantor with such additional information and materials as the Grantor reasonably requests to evaluate the Grantee's activities pursuant to this Agreement and to assist in creating Project Evaluation Materials.

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

Under no circumstances shall Project Evaluation Materials include Confidential Information (as defined below) or refer, directly or indirectly, to the substance of such underlying Confidential Information. To the extent that Project Evaluation Materials directly rely upon, reference the existence of, or include opinions formed directly on the basis of Confidential Information, the Grantor and the Grantee shall reach a mutual agreement as to the content of the material to avoid the inadvertent release of Confidential Information.

The Grantor's obligations to consult with the Grantee regarding the release of Project Evaluation Materials shall in no way limit the Grantee's or the Grantor's ability to make such public communications as otherwise permitted or not restricted pursuant to this Agreement, including additional releases or summaries of previously released Project Evaluation Materials, mentions of the Grantee in commentary regarding philanthropy policy in general, or other publicity.

The Grantee may comment, in whatever format or medium it desires, on any Project Evaluation Materials released publicly, and the Grantor may respond to such comments as part of the Project Evaluation Materials.

The Grantor agrees, for a minimum of five (5) years, to provide the Grantee with copies of all Project Evaluation Materials, as well as any materials obtained from the Grantee in conjunction with the preparation of the Project Evaluation Materials. The Grantee agrees to provide the Grantor with such additional information as the Grantor requires to comply with applicable law, and further agrees to maintain accurate and complete books and records of receipts and expenditures made, and activities conducted, using Grant Funds, consistent with the expenditure-responsibility requirements of Section 4945 of the Code where applicable.

Article 7 — CONFIDENTIAL INFORMATION

The Parties acknowledge that it may be necessary for the Grantee to disclose or make available to the Grantor both verbal information and materials in hard copy, digital, or electronic form that may be confidential or proprietary. All such information that the Grantee designates in writing to be confidential or proprietary (collectively, the "Confidential Information") shall be treated confidentially by the Parties, except to the extent such information is not deemed Confidential Information as described below.

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

Confidential Information does not include information that (i) is already, or otherwise becomes, publicly known through no act or omission of the Grantor; (ii) is lawfully received, after disclosure hereunder, from a third party having the right to disseminate the information without restriction on disclosure; or (iii) has at any time been made public by the Grantor with the Grantee's prior written approval.

If the Grantor receives a subpoena or other validly issued administrative or judicial process requesting Confidential Information, it shall, to the extent legally permitted, provide prompt written notice to the Grantee so that the Grantee may seek a protective order or other appropriate remedy. If the Grantee fails to, or chooses not to attempt to, obtain a protective order or other appropriate remedy, the Grantor shall thereafter be entitled to comply with the request to the extent required by law, and shall nevertheless use reasonable efforts to minimize such disclosure.

Article 8 — RECORD KEEPING

The Grantee shall keep adequate records to document the expenditure of Grant Funds and the activities supported by the Grant. Such records may include internal bookkeeping records, financial-institution statements, receipts, photographs, videos, testimonies, and other relevant written records. The Grantee shall retain such records for a period of not less than seven (7) years following the termination of this Agreement.

The Grantee shall provide to the Grantor, at regular intervals, financial records related to the activities supported by the Grant Funds, and shall continue to provide regular reports, with supporting documentation, until the Grant Funds have been entirely expended.

Article 9 — EXPORT AND SANCTIONS LAWS

The Grantee agrees to comply with all U.S. export-control and economic-sanctions laws, statutes, and regulations, including refraining from any dealings with any party set forth on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control ("OFAC"), 31 C.F.R. Part 500 et seq., and the Export Administration Regulations, 15 C.F.R. Parts 730–774.

The Grantee certifies that it does not do business or associate with any individual, entity, or group subject to OFAC sanctions, or with any other person known to the Grantee to support terrorism or to have violated OFAC sanctions.

In order to comply with all applicable laws, rules, regulations, and executive orders relating to the transfers within the scope of this Agreement, including those relating to the funding of terrorist activities and money laundering, such as the USA PATRIOT Act (collectively, "Applicable Law"), the Grantor is required to obtain, verify, record, and update certain information relating to individuals and entities that maintain a business relationship with the Grantor. Accordingly, the Grantee agrees to provide to the Grantor, upon the Grantor's written request, such information and documentation as may be available to the Grantee to enable the Grantor to comply with Applicable Law. Such information may include, but is not limited to:

(1) the full names, nationalities, citizenship, place and date of birth, and available postal and email addresses of the Grantee's key employees, governing board members, or other senior management;

(2) the Grantee's name in English, in its language of origin, and any acronym or other name used to identify the Grantee, as well as any previously used names;

(3) the jurisdictions in which the Grantee maintains a physical presence, as well as the postal, email, and URL addresses, and telephone numbers of each place of business;

(4) a statement of the principal purpose of the Grantee, including a detailed report of the Grantee's projects and goals;

(5) identifying information regarding individuals, entities, or organizations to which the Grantee currently provides or proposes to provide funding, services, or material support;

(6) the names and available postal, email, and URL addresses of any subcontracting organizations utilized by the Grantee;

(7) copies of any public filings or releases made by the Grantee, including the most recent official registry documents, annual reports, and annual filings with the pertinent governmental authority, as applicable;

(8) the Grantee's sources of income, such as official grants, private endowments, and commercial activities; and

(9) any other reasonably available historical information about the Grantee that assures the Grantor of the Grantee's identity and integrity.

Article 10 — NON-DISCRIMINATION

The Grantee agrees that, in carrying out the Project and in the expenditure of the Grant Funds, it shall not discriminate against any individual or group on the basis of race, color, religion, sex, gender identity, sexual orientation, national origin, age, disability, genetic information, or any other characteristic protected by applicable federal, state, or local law.

Article 11 — INDEPENDENT CONTRACTOR

Nothing contained in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties. The Grantee is and shall remain an independent contractor with respect to the Grantor, and neither Party shall have the authority to bind or obligate the other in any manner, nor shall either Party represent that it has any such authority.

Article 12 — NO POLITICAL LOBBYING

The Grantee agrees not to use the Grant Funds in any manner inconsistent with the provisions of Section 4945(d)(1) through (5) of the Code.

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Article 13 — SUBGRANTS NOT PERMITTED

The Grantee may not enter into any subgrant or sub-award in connection with this Project without the prior written consent of the Grantor.

Article 14 — AUDIT RIGHTS

The Grantee agrees that the Grantor shall have the unconditional right to conduct audits, at regular intervals, to verify the information the Grantee provides through written reports, financial records, and check-ins. Such audits may be conducted on-site, with the decision to do so being the sole and exclusive right of the Grantor, exercisable upon reasonable advance written notice and during normal business hours.

Article 15 — LICENSE TO USE WORK PRODUCT

"Work Product" consists of the deliverables and other materials, including drafts thereof, prepared by the Grantee with Grant Funds. The Grantee hereby grants the Grantor a perpetual, non-exclusive, royalty-free, irrevocable, non-transferable license to use, display, reproduce, and distribute final "as-is" versions of Work Product for non-commercial purposes. All other uses of the Work Product shall require the Grantee's prior written approval.

Article 16 — PUBLICITY

Unless otherwise approved pursuant to this Agreement, the Grantee shall treat this Grant as confidential and shall not disclose the Grantor's name in conjunction with this funding until the Grant has been publicized or otherwise publicly announced by the Grantor. Once the Grant has been publicized, unless otherwise approved pursuant to this Agreement, any use of a Party's name or logo by the other Party, including, without limitation, on websites, in the titles of programs, in publications and reports, in press releases, on placards at meetings, or in paid advertisements, must be pre-approved in writing by authorized staff of the Party whose name or logo is to be used. Each Party shall use commercially reasonable efforts to respond to a request for use of its name or logo within five (5) business days.

Article 17 — INDEMNIFICATION AND HOLD HARMLESS

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Article 18 — 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. Any attempted assignment in violation of this Article shall be void.

Article 19 — AMENDMENT

This Agreement may be amended only by a written instrument executed by duly authorized representatives of both Parties.

Article 20 — BINDING EFFECT; GOVERNING LAW

The Grantor acknowledges and agrees that (a) the Grantee's agreement to use the Grant Funds for the Purpose shall constitute full and adequate consideration between the Parties for this Agreement, and (b) this Agreement is binding upon the Parties and their respective successors and permitted assigns, except to the extent terminated in accordance with its terms. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of ________, without regard to its conflict-of-laws principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in ________ for the resolution of any dispute arising out of or relating to this Agreement.

Article 21 — ENTIRE AGREEMENT; SEVERABILITY

This Agreement supersedes any prior oral or written understandings or communications between the Parties and constitutes the entire agreement between the Parties with respect to the subject matter hereof. The provisions of this Agreement are severable, so that if any provision is found to be invalid or illegal, such finding shall not affect the validity or enforceability of the remaining provisions, which shall remain in full force and effect.

Article 22 — HEADINGS

Article and section headings are provided for convenience of reference only and shall not constitute a part of this Agreement or affect its interpretation.

Article 23 — COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted electronically or by facsimile, and electronic signatures executed in accordance with the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Uniform Electronic Transactions Act (UETA), shall be deemed valid and binding.

Article 24 — NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed duly given when delivered personally, sent by nationally recognized overnight courier, or sent by certified mail (return receipt requested), or by electronic mail with confirmation of receipt, to the addresses of the Parties set forth above or to such other address as a Party may designate by written notice.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

EXECUTION

GRANTOR: ________

Representative Name: ________

Representative Signature: _____________________

Representative Title: ________

Date: ________

GRANTEE: ________

Representative Name: ________

Representative Signature: _____________________

Representative Title: ________

Date: ________