Donation Property Agreement

Donation Property Agreement

This Donation Property Agreement ("Agreement") is made effective as of by and between the parties identified below.

Parties

Recitals

WHEREAS, Donor is the lawful owner of certain property described below and desires to donate that property to Recipient under the terms set forth in this Agreement; and

WHEREAS, Recipient is willing to accept the donation and to take all necessary steps to take possession, title transfer, and lawful use of the donated property in accordance with the terms, conditions, and representations in this Agreement; and

WHEREAS, the parties intend that the transfer effected by this Agreement shall be a gift unless otherwise specified herein, subject to the representations, warranties, and any consideration explicitly stated in this Agreement.

Description of Donated Property

Real property Personal property Vehicle Other:

Scope of Work

Recipient agrees to assume the following responsibilities with respect to the donated property:

The parties further agree that Recipient shall perform all acts necessary to obtain title transfer, to remove or relocate the property (if applicable), and to comply with applicable laws and regulations at Recipient's expense unless otherwise specified in the Payment Terms below.

Payment Terms

Donation Consideration (if any): $ . Unless an amount is entered above, the parties acknowledge the transfer is intended as a gratuitous donation.

Late fee for overdue payments: of the unpaid amount per month or the maximum allowed by law, whichever is less.

Term and Termination

Term Start Date:    Term End Date (if any):

Either party may terminate this Agreement for material breach or, without cause, upon providing written notice to the other party at least days prior to termination. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

Confidentiality

Each party shall keep confidential any non-public information disclosed by the other party in connection with this Agreement that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that is publicly known, becomes publicly known other than through a breach of this Agreement, is independently developed without use of the other party's Confidential Information, or is rightfully obtained from a third party without restriction. A receiving party may disclose Confidential Information to its employees, agents, or professional advisors on a need-to-know basis provided such persons are bound by confidentiality obligations at least as protective as those herein. This confidentiality obligation survives termination of the Agreement for three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Representations and Warranties

Donor represents and warrants that: (a) Donor is the sole legal owner of the donated property and has full right and authority to transfer the property free of any security interest or lien except as expressly disclosed in writing; (b) there are no pending actions or claims adversely affecting Donor's title to the property; and (c) any property transferred as part of this Agreement is transferred "AS IS" except where Donor has expressly warranted condition in writing below.

Recipient represents and warrants that it will accept the property subject to the terms of this Agreement and will use, maintain, and dispose of the property in compliance with applicable laws and the intended charitable or organizational purpose disclosed to Donor.

Transfer of Title and Possession

Upon execution of this Agreement and satisfaction of any payment or administrative obligations set forth herein, Donor shall execute and deliver to Recipient such instruments of transfer as are necessary to vest title in Recipient. For real property, transfer shall occur by deed recorded in the appropriate land records. For personal property, transfer shall occur by bill of sale or similar instrument. Risk of loss or damage to the donated property shall pass to Recipient upon physical delivery or recorded transfer, whichever occurs first.

Taxes, Liens, and Costs

Donor shall be responsible for any taxes, assessments, or liens accrued prior to the effective transfer date. Recipient shall be responsible for any taxes, assessments, registration fees, recording costs, and other expenses that arise after transfer of title. If the parties agree that Recipient will reimburse Donor for specific costs, such items must be listed in the Payment Schedule above.

Indemnification

Each party ("Indemnitor") shall indemnify, defend, and hold harmless the other party ("Indemnitee") from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of the Indemnitor's breach of this Agreement, negligence, willful misconduct, or any misrepresentation made herein. This indemnity survives termination of this Agreement.

Governing Law

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

Entire Agreement

This Agreement, including any attachments, exhibits, or instruments of transfer executed contemporaneously herewith, constitutes the entire agreement between the parties regarding the donation and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.

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