Funding Sub-Grant Agreement

FUNDING SUB-GRANT AGREEMENT

This Funding Sub-Grant Agreement (the "Agreement") is entered into as of by and between:

Grantee Name: — Address:

Subgrantee Name: — Address:

RECITALS

WHEREAS, Grantee is the recipient of funds awarded for the purpose of (the "Program"), and has authority to make sub-grants to third parties to carry out portions of the Program;

WHEREAS, Subgrantee has represented that it has the capacity and expertise to perform the activities described in this Agreement and has applied to receive a sub-grant to implement a portion of the Program;

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

1. SCOPE OF WORK

Subgrantee shall perform the tasks and deliverables necessary to carry out the portion of the Program described below. All work must conform to the standards and schedule set forth in this Agreement and any attachments incorporated by reference.

2. PAYMENT TERMS

Subject to the terms and conditions of this Agreement, Grantee agrees to provide funding to Subgrantee as follows.

If any payment due to Subgrantee is more than days late after an undisputed invoice or required deliverable, Grantee may assess a late fee of % per month on the overdue amount, or the maximum amount permitted by law, whichever is less. Grantee may withhold payments for noncompliance with reporting, documentation, or material terms of this Agreement.

3. TERM AND TERMINATION

This Agreement shall commence on and shall terminate on unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Grantee may terminate immediately for cause upon written notice if Subgrantee materially breaches this Agreement and fails to cure the breach within such reasonable time as Grantee may specify given the nature of the breach. Upon termination, Subgrantee shall promptly deliver all work in progress and shall be entitled to payment for allowable costs incurred and documented through the effective date of termination, subject to set-off for damages or noncompliance.

4. CONFIDENTIALITY

Each party shall keep confidential all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential under the circumstances ("Confidential Information"). Confidential Information does not include information that (a) is or becomes publicly available through no fault of the receiving party; (b) was already in the receiving party's legitimate possession prior to disclosure; (c) is rightfully received from a third party without confidentiality obligations; or (d) is independently developed without use of the disclosing party's Confidential Information.

The receiving party will use Confidential Information solely to perform its obligations under this Agreement, will restrict disclosure to employees, contractors, or agents with a need to know, and will employ at least reasonable safeguards to protect such information. If disclosure is compelled by law or valid order of a court or governmental authority, the receiving party shall promptly notify the disclosing party to permit it to seek protective relief.

5. REPORTING, RECORDS, AND AUDIT RIGHTS

Subgrantee shall maintain complete and accurate books, records, invoices, receipts and supporting documentation relating to expenditures and performance under this Agreement for a period of from the date of final payment. Grantee, its auditors, and any authorized funding source have the right to inspect and audit these records during normal business hours upon reasonable notice.

6. COMPLIANCE WITH LAWS; STANDARDS

Subgrantee shall comply with all applicable federal, state, and local laws, ordinances, regulations, and guidance in carrying out the Program, including procurement, labor, nondiscrimination, environmental and fiscal requirements. Subgrantee shall obtain and maintain all licenses, permits, and approvals necessary to perform the Work.

7. INSURANCE AND INDEMNIFICATION

Subgrantee shall, at its own expense, secure and maintain insurance coverage appropriate to the activities funded hereunder, including commercial general liability and workers' compensation where applicable, in amounts customary for similar organizations and risks. Minimum coverage amounts: General liability ; Workers' compensation as required by law.

Subgrantee shall indemnify, defend, and hold harmless Grantee and its officers, employees and agents from and against all claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) to the extent arising out of Subgrantee's negligence, willful misconduct, or material breach of this Agreement.

8. GOVERNING LAW

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

9. ENTIRE AGREEMENT

This Agreement, including any attachments, exhibits, and documents incorporated by reference, 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. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

10. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Grantee may assign to a successor entity that assumes Grantee's obligations. Notices under this Agreement shall be in writing and delivered to the addresses listed above or to such other address as a party may designate by notice.

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