Financial Backing Organization Agreement

FINANCIAL BACKING ORGANIZATION AGREEMENT

This Financial Backing Organization Agreement (Agreement) is made and entered into as of by and between Financial Backer Organization Name: , Entity Type: Corporation LLC Nonprofit Other, with principal place of business at ; and Recipient Organization Name: , Entity Type: Corporation LLC Nonprofit Other, with principal place of business at .

RECITALS

WHEREAS, the Financial Backer is willing to provide financial support to the Recipient under the terms and conditions set forth in this Agreement to facilitate the Recipient’s stated program, project, or operations; and

WHEREAS, the Recipient desires to receive such financial support and agrees to use such funds solely for the purposes specified in this Agreement and subject to the conditions precedent and ongoing covenants set forth below; and

WHEREAS, the parties intend to establish the mutual rights and obligations of each party with respect to the Commitment Amount and the procedures for disbursement, reporting, audit, and termination.

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 hereby acknowledged, the parties hereto agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the following meanings unless the context otherwise requires:

"Commitment Amount" means the aggregate principal sum that the Financial Backer has agreed to make available to the Recipient: $ .

"Disbursement" means any transfer of funds by the Financial Backer to the Recipient pursuant to the procedures set forth in Section 4.

2. COMMITMENT OF FINANCIAL SUPPORT

Subject to the terms and conditions of this Agreement, the Financial Backer hereby commits to provide the Commitment Amount to the Recipient. The Commitment Amount shall be funded in accordance with the disbursement schedule and conditions described in Section 4. The Financial Backer’s obligation to fund all or any portion of the Commitment Amount is expressly subject to the satisfaction of the Conditions Precedent in Section 3.

3. CONDITIONS PRECEDENT

The Financial Backer's obligation to make the initial Disbursement and any subsequent Disbursements is conditioned upon the satisfaction, in the Financial Backer's sole reasonable discretion, of the following conditions precedent:

(a) Delivery to the Financial Backer of the following documents, each in form and substance satisfactory to the Financial Backer: evidence of corporate authorization, the Recipient’s organizational documents, and any certificates required by applicable law.

(b) No material adverse change in the Recipient's financial condition, operations, or legal status prior to the initial Disbursement.

4. FUNDING PROCEDURES

Disbursements hereunder shall be made by wire transfer to the Recipient’s designated account upon delivery of a written draw request substantially in the form reasonably required by the Financial Backer and accompanied by any supporting documentation requested by the Financial Backer.

5. USE OF FUNDS

The Recipient shall use all Disbursements solely for the purpose(s) described in the Recitals and the Disbursement Schedule. The Recipient shall not use any Disbursement for payments of dividends, distributions to owners, or other uses not expressly permitted in this Agreement without the prior written consent of the Financial Backer.

6. REPORTING AND AUDIT

The Recipient shall deliver to the Financial Backer periodic reports describing use of funds, financial statements, and such other information as the Financial Backer may reasonably request. Such reports shall include, at minimum, the following:

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (b) it has full power and authority to execute, deliver and perform its obligations under this Agreement; (c) performance of this Agreement will not violate any law or contractual obligation binding on such party; and (d) no consent or approval of any third party or governmental authority is required for the execution, delivery and performance of this Agreement except those listed in the Conditions Precedent.

8. COVENANTS

The Recipient covenants that it will maintain accurate books and records, comply with all applicable laws and regulations, maintain insurance as required by the Financial Backer, and permit representatives of the Financial Backer to inspect records and premises at reasonable times upon reasonable advance notice.

9. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue until the Commitment Amount has been fully disbursed and all obligations of the parties have been performed, unless earlier terminated in accordance with this Section. The Financial Backer may suspend or terminate further disbursements upon the occurrence of an Event of Default as defined herein.

10. INDEMNIFICATION

The Recipient agrees to indemnify, defend and hold harmless the Financial Backer and its affiliates, officers, directors and agents from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) the Recipient’s breach of this Agreement; (ii) the Recipient’s negligent or willful misconduct; or (iii) any improper use of the Disbursements inconsistent with the terms of this Agreement.

11. LIMITATION OF LIABILITY

Except for liabilities arising from fraud, willful misconduct, or the indemnification obligations set forth herein, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. The aggregate liability of each party for direct damages under this Agreement shall not exceed $ .

12. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below by hand delivery, nationally recognized overnight courier, certified mail (return receipt requested), or email with confirmation of receipt.

13. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by the authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of such right.

14. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be binding for all purposes.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflict of law principles. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, between the parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16. MISCELLANEOUS

The parties shall cooperate and execute such further documents and instruments as may be reasonably necessary to carry out the purposes of this Agreement. Headings used in this Agreement are for convenience only and shall not affect the interpretation hereof.

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