Donation Program Agreement

DONATION PROGRAM AGREEMENT

This Donation Program Agreement (Agreement) is made and entered into as of Effective Date: by and between:

Donor Name:    Recipient Name:

Recitals

WHEREAS, Donor is willing to provide monetary and/or in-kind donations to support a charitable program administered by Recipient under the terms and conditions set forth in this Agreement; and

WHEREAS, Recipient is a lawful entity capable of receiving and administering donations, and will use donated funds in furtherance of the program objectives described in this Agreement and subject to applicable law; and

WHEREAS, the parties desire to set forth the scope, payment terms, reporting obligations, confidentiality, and other material terms governing the donation program.

Scope of Program

The Recipient shall use donations received under this Agreement exclusively for the program activities described below. Recipient shall administer the program in a professional manner and shall comply with the budget, timeline, and restrictions set forth in the Scope of Program.

Donation and Payment Terms

Donation Amount: $    Currency:

Payment Schedule: One-time Recurring    If recurring, Frequency:

Payment Method:

Late Payment: If any payment due hereunder is not received within days of the due date, Recipient may assess interest of % per month on the overdue balance, or the maximum permitted by law, whichever is less.

Tax Receipts: Donor acknowledges that receipt of a donation receipt for tax purposes is subject to Recipient's records and applicable law. Recipient will provide a written acknowledgment upon request indicating the amount and nature of the donation and whether any goods or services were provided in exchange.

Use of Funds; Restrictions

Recipient shall use donated funds only for the program purposes described in the Scope of Program and in accordance with any donor-imposed restrictions expressly set forth in writing. Recipient shall not use the funds for any unlawful purpose, for lobbying activities to the extent prohibited by law, or to benefit private individuals beyond the program beneficiaries.

Reporting and Records

Recipient shall maintain complete and accurate records of expenditures and activities funded by the donations. Recipient shall provide Donor with reports as set forth below.

Term and Termination

Term Start Date:    Term End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered no fewer than days prior to the intended termination date. Termination for cause may be effected immediately where a party materially breaches this Agreement and fails to cure such breach within 15 days of written notice.

Confidentiality

Each party shall keep confidential and shall not disclose to any third party any non-public information disclosed by the other party that is designated in writing as confidential or that, by its nature, should reasonably be considered confidential. Confidential information shall not include information that (i) is or becomes publicly known through no breach of this Agreement; (ii) is lawfully received from a third party without restriction; or (iii) is independently developed without use of the other party's confidential information. Where disclosure is required by law, the disclosing party shall provide prompt notice to the other party and shall cooperate in seeking protective relief.

Representations, Compliance and Indemnity

Each party represents and warrants that it has the full right and authority to enter into this Agreement and to perform its obligations hereunder. Recipient agrees to comply with all applicable laws and regulations in administering the program. Recipient shall indemnify, defend, and hold harmless Donor from any claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising from Recipient's gross negligence or willful misconduct in performing under this Agreement.

Except as expressly set forth herein, neither party shall be liable to the other for incidental, consequential, special, or punitive damages, except for liability arising from willful misconduct or indemnity obligations.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflict of laws.

Amendment; Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written. No amendment or modification of this Agreement shall be binding unless in writing and signed by both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or delivered by nationally recognized overnight courier to the addresses set forth below or to such other address as a party may specify by written notice.

Miscellaneous Provisions

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Waiver of any breach shall not constitute waiver of any subsequent breach.

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Recipient may assign to an affiliate or successor entity provided that such assignee assumes Recipient's obligations hereunder.

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