Foundation Services Agreement

FOUNDATION SERVICES AGREEMENT

This Foundation Services Agreement (Agreement) is entered into as of (Effective Date), by and between Foundation Name: , a nonprofit corporation organized under the laws of with principal place of business at ("Foundation"), and Service Recipient Name: with principal place of business at ("Recipient"). Foundation and Recipient are each a Party and together the Parties.

RECITALS

WHEREAS, Foundation is experienced in providing philanthropic program design, management, and related support services and has personnel, expertise, and resources to perform certain services described herein;

WHEREAS, Recipient desires to engage Foundation to perform services as set forth in this Agreement and Foundation is willing to provide such services under the terms and conditions set forth below;

WHEREAS, the Parties intend to set forth herein the scope, schedule, compensation (if any), and terms governing the performance of such services.

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

1. SERVICES

1.1 Scope. Foundation shall provide the services and deliverables described in the Services Description below in a professional and workmanlike manner in accordance with industry standards. Foundation shall perform the Services in accordance with the milestones and schedule specified in the Services Description.

1.2 Additional Services. Any services not expressly set forth in the Services Description shall be considered Additional Services and shall be agreed in writing and subject to additional fees where applicable.

2. TERM

2.1 Term. The term of this Agreement shall commence on and shall continue until unless earlier terminated in accordance with Section 11.

3. COMPENSATION AND EXPENSES

3.1 Compensation. As full compensation for the Services, Recipient shall pay Foundation the amounts specified below and in accordance with the payment terms set forth in Section 4. If no amounts are entered, the Parties acknowledge that Services may be provided pro bono as indicated in the Services Description.

4. INVOICING AND PAYMENT

4.1 Invoices. Foundation shall submit invoices to Recipient in accordance with the schedule set forth in the Services Description or, if not specified, monthly in arrears. Invoices shall include reasonable detail of services rendered and expenses claimed.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public information disclosed by one Party to the other Party, whether disclosed orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

5.2 Obligations. The receiving Party shall: (a) maintain the confidentiality of Confidential Information using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as permitted by this Agreement or with the disclosing Party's prior written consent.

6. INTELLECTUAL PROPERTY

6.1 Pre-existing Materials. Each Party retains all right, title and interest in and to its pre-existing intellectual property and materials. Nothing in this Agreement transfers ownership of pre-existing intellectual property.

6.2 Deliverables. Subject to payment of all amounts due (if any), Foundation hereby assigns to Recipient all right, title and interest in the Deliverables created exclusively for Recipient under this Agreement, to the extent such assignment is permitted by law. Foundation retains a non-exclusive, royalty-free license to use aggregated, anonymized, or non-identifying information for research and internal reporting.

7. DATA PROTECTION

7.1 Compliance. Each Party shall comply with all applicable data protection and privacy laws in the performance of this Agreement. Where Foundation processes personal data on behalf of Recipient, the Parties shall implement appropriate technical and organizational measures to protect such personal data from unauthorized access, disclosure, alteration or destruction.

8. WARRANTIES; DISCLAIMER

8.1 Mutual Warranties. Each Party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

8.2 Foundation Warranty. Foundation warrants that the Services will be performed in a professional manner consistent with industry standards. FOUNDATION MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT.

9. INDEMNIFICATION

9.1 By Recipient. Recipient shall indemnify, defend and hold harmless Foundation and its directors, officers, employees and agents from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or related to Recipient's breach of this Agreement, negligence, willful misconduct, or use of the Deliverables, except to the extent caused by Foundation's gross negligence or willful misconduct.

9.2 By Foundation. Foundation shall indemnify, defend and hold harmless Recipient from any third-party claim to the extent such claim arises from Foundation's breach of its representations and warranties or Foundation's gross negligence or willful misconduct in providing the Services.

10. LIMITATION OF LIABILITY

10.1 Exclusion. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF INTELLECTUAL PROPERTY OR CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR INDIRECT DAMAGES.

11. TERMINATION

11.1 Termination for Convenience. Either Party may terminate this Agreement for any reason upon written notice to the other Party with at least days' prior notice.

11.2 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

11.3 Effect of Termination. Upon termination, Recipient shall pay Foundation for all Services performed and expenses incurred through the effective date of termination. Sections concerning Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, Governing Law and any other provisions that by their nature survive termination shall survive.

12. NOTICES

12.1 All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a Party may designate by notice:

13. AMENDMENTS; WAIVER

13.1 Amendment. This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties.

13.2 Waiver. No waiver of any breach of this Agreement shall constitute a waiver of any other breach. No waiver shall be effective unless in writing and signed by the Party granting the waiver.

14. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

14.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to best effectuate the original intent of the Parties.

14.3 Entire Agreement. This Agreement, together with any attachments and the Services Description, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

15. MISCELLANEOUS

15.1 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Foundation may assign to an affiliate or in connection with a merger or sale of substantially all of its assets, provided that the assignee agrees in writing to be bound by the terms of this Agreement.

15.2 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be binding.

Sign Now