Grant Agreement for Non-Profit Organizations

GRANT AGREEMENT

This Grant Agreement (the "Agreement") shall become effective on ________ (the "Effective Date"), between the following parties (each "Party" and collectively the "Parties"):

________ ("Grantor"),

AND

________ ("Grantee"),

PREAMBLE

WHEREAS the Grantor has the following mission ("Mission"):

________

AND WHEREAS the Grantor wishes to make a grant to the Grantee, for the following purpose:

________

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

NOW THEREFORE the Grantor and the Grantee (each a "Party" and collectively the "Parties") agree as follows:

Article I - COMMITMENT

Subject to the provisions of this Agreement, the Grantor agrees to transfer to the Grantee a Grant of ________ ($________) (the "Grant").

Article II - TRANSFER

Grant funds ("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.

Article III - PAYMENT

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

The Grant of ________ ($________) will be paid within 14 days following the Effective Date of this Agreement.

Article IV - TERMS

By accepting the Grant Funds, the Grantee confirms:

(a) The Grantee is a registered organization capable of receiving financial grants;

(b) All Grant Funds and the income generated by these funds may only be spent for the purposes described above;

(c) No person associated with this Grant or the Grantee shall receive any benefit, good or service under this Grant;

(d) This Grant shall not be used to satisfy the payment of a pre-existing commitment or other financial obligation;

(e) The Grantee shall comply with all applicable federal anti-terrorism, anti-corruption and anti-money laundering laws.

Article V - SUSPENSION OR TERMINATION

The Grant Period shall be for two years from the Effective Date.

Unless suspended or terminated in accordance with the terms and conditions below, 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.

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 such non-compliance within 30 days after notice. Non-compliance includes the use of Grant funds for purposes other than those described above. The Grantee is required to return Grant Funds that do not comply with the stated purposes herein;

(b) the Grantor, where the Grantor has reasons, including but not limited to, a lack of proper record keeping on the part of the Grantee, such that the Grantor is unable to ensure that Grant Funds are being used as directed;

(c) mutual agreement between 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 event of a 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).

No costs incurred during a Period of Suspension or after the effective date of termination shall be allowed under this Agreement, except for costs that, in the opinion of the Grantor, the Grantee could not reasonably avoid or eliminate, or that have been 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 to by the parties.

Article VI - REPORTING AND EVALUATION OF GRANT

The Grantee agrees to submit grant reports at regular intervals throughout the term of the grant and no later than 30 days after the end of this Agreement.

The report will include:

(a) A description of the Project activities that have taken place 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.

The Grantee acknowledges that the Donor may publish case studies, analyses, data, reports and other evaluative materials relating to the conduct of the Grantee's activities under this Agreement (collectively, the "Project Evaluation Materials") for the purpose of providing the public, donors and other funders, and other operating charities, with data and new ideas that will 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 request to evaluate the Grantee's activities under this Agreement and to assist the Grantor in the creation of project evaluation documents.

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

Under no circumstances may Project Assessment Documents include Confidential Information (as defined below) or refer, directly or indirectly, to the substance of such underlying Confidential Information. In addition, to the extent that project evaluation documents are directly based on confidential information, refer to the existence of confidential information, or include opinions formed directly on the basis of confidential information, the Grantor and the Grantee will enter into a mutual agreement as to the content of the documents in order to avoid the inadvertent release of confidential information.

The Grantor's obligation to consult with the Grantee regarding the publication of Project Assessment Documents does not limit the Grantee's or the Grantor's ability to make public communications that are otherwise permitted or unrestricted under this Agreement, including additional publications or summaries of previously published Project Assessment Documents, references to the Grantee in comments on philanthropy policy generally, or other advertisements.

The Grantee may comment, in any format or medium it wishes, on any Published Project Assessment Materials, and the Grantor may respond to such comments as part of the Project Assessment Materials.

The Grantor agrees to provide the Grantee, for a minimum of five years, with copies of all Project Assessment Materials, as well as any materials obtained from the Grantee in the preparation of the Project Assessment Materials. The Grantee undertakes to provide the Grantor with such additional information as the Grantor may require to comply with Applicable Laws, and further undertakes to maintain accurate and complete books and records of the revenues and expenditures made, and activities carried out, with the use of Grant Funds.

Article VII - CONFIDENTIAL INFORMATION

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

Grantor agrees to keep Grantee's Confidential Information in strict confidence, and to provide at least the same level of care used in the protection of their own Confidential Information. Confidential Information will be promptly returned or destroyed by Grantor upon written request by Grantee.

Confidential Information does not include information that (i) is already, or otherwise becomes publicly known by third parties as a result of an 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 been made public at any time by the Grantor with the prior consent of Grantee.

If the Grantor receives a validly issued subpoena or other administrative or judicial proceeding requesting Confidential Information, the Grantor will promptly notify the Grantee so that the Grantee may apply for a protective order or other appropriate measure requiring that the Confidential Information not be disclosed. If the Grantee fails or chooses not to seek a protective order or other appropriate remedy, then the Grantor, as the case may be, will be entitled to pursue the request to the extent permitted by law. The Grantor will nevertheless make reasonable efforts to minimize such disclosure.

Article VIII - 858888 5552582

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Article IX - 8222588825 2825

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Article X - PROJECT AMENDMENTS

The Grantor and Grantee may only agree in writing to modify the objectives, methods or schedule of the project for which Grant Funds have been awarded.

Article XI - NOTICE OF AMENDMENT

The Grantee undertakes to inform the Grantor of any changes in the key personnel of the project or organization, any change of address or telephone number, any change in tax exemption classification and any development that significantly affects the operation of the project or organization.

Article XII - NO POLICY LOBBYING

If the Grantee is engaged in propaganda or attempts to influence legislation, the Grantee hereby confirms that the Grant Funds are either (i) for general support and have not been earmarked for an attempt to influence legislation, or (ii) for a specific project grant that was not intended to be used in an attempt to influence legislation and that, together with other grants from the Grantor for the same project in the same year, does not exceed the amount budgeted for the grant year by the Grantee for project activities that are not attempting to influence legislation.

Article XIII - SUBGRANTS NOT PERMITTED

The Grantee may not enter into any sub-agreement or subprime under this Project without the prior written consent of the Grantor.

Article XIV - AUDIT RIGHT

The Grantee agrees that the Grantor has the unconditional right to conduct audits, at regular intervals, to verify the information provided by the Grantee through written reports, financial records and audits. Such audits may be carried out on-site, the decision to do so being the sole and exclusive right of the Grantor.

Article XV - LICENSE FOR USE OF PRODUCT

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

Article XVI - ADVERTISING

Unless otherwise approved under this Agreement, the Grantee shall treat this Grant as confidential and shall not disclose the name of the Grantor in connection with this funding until the Grant has been made public or otherwise publicly announced by the Grantor. Once the Grant has been made public, unless otherwise approved under this Agreement, any use of one Party's name or logo by the other Party, including but not limited to use on websites, in program titles, in publications and reports, in press releases, on signs at meetings or in paid advertising, must be approved in advance in writing by authorized personnel of the Party. Each party will use commercially reasonable efforts to respond to a request for use of its name or logo by any other party within five (5) business days.

Article XVII - INDEMNITY

Each party irrevocably and unconditionally agrees, to the fullest extent permitted by law, to defend, indemnify and hold harmless the other party, its officers, directors, trustees, employees and agents, from and against any and all third party claims, liabilities, losses and expenses (including reasonable legal fees) arising directly, indirectly, in whole or in part, from or in connection with an alleged breach of this Agreement by, or an allegedly negligent act or omission of the Indemnifying Party, its officers, directors, trustees, employees, agents or independent contractors in the performance of its obligations under this Agreement, except to the extent that such claims, liabilities, losses or expenses arise out of or in connection with an allegedly grossly negligent, reckless or illegal act or omission of the Indemnified Party, its officers, directors, trustees, employees or agents.

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 only be amended in writing and signed by the parties.

Article XX - BINDING EFFECT

The Grantor acknowledges and agrees that (a) the Grantee's agreement to use the Grant Funds for the agreed purpose constitutes full and adequate consideration between the Parties of this Agreement, and (b) this Agreement shall be binding on the Parties and their successors and assigns, except to the extent that it is terminated in accordance with its terms. This Agreement shall be governed by and construed in accordance with the laws of the Province or Territory.

Article XXI - ENTIRE AGREEMENT, SEVERABILITY

This Agreement supersedes any prior agreements or communications, oral or written, 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 determined to be invalid or illegal, such determination shall not affect the validity or enforceability of the remaining provisions.

Article XXII - HEADINGS

Article titles are provided for reference purposes only and are not part of this agreement.

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

EXECUTION

________

Representative name : ________________________

Signature of representative : _____________________

Title of representative : _________________________

Date : _________________________

________

Representative name : ________________________

Signature of representative : _____________________

Title of representative : _________________________

Date : _________________________