Fundraising Legal Agreement

FUNDRAISING LEGAL AGREEMENT

This Fundraising Legal Agreement ("Agreement") is made as of by and between Organization Name: , an entity organized as Entity Type: Corporation Nonprofit LLC (hereinafter "Organization"), and Fundraiser Name: , an individual or entity organized as Entity Type: Individual Consultant Agency (hereinafter "Fundraiser"). Organization and Fundraiser may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Organization conducts charitable, educational, or other mission-driven activities and seeks to solicit funds and contributions to support its programs; and

WHEREAS, Fundraiser provides fundraising, donor outreach, campaign management and related services and has represented that it has the skills, personnel and compliance procedures necessary to conduct lawful fundraising on behalf of Organization; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Fundraiser will provide fundraising services to Organization.

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

1. DEFINITIONS

1.1 "Campaign" means any solicitation, event, appeal or program for which Fundraiser provides services under this Agreement, as further described in the applicable Statement of Work.

1.2 "Net Contributions" means gross contributions actually received by Organization attributable to Fundraiser's activities, less refunds, chargebacks, and direct transaction fees (but excluding overhead allocations).

2. SCOPE OF SERVICES

2.1 Fundraiser shall provide the fundraising services described in one or more written Statements of Work executed by the Parties (each a "SOW"). Fundraiser's obligations may include donor solicitation, campaign planning, materials preparation, event coordination, digital fundraising, and donor stewardship as specified in each SOW.

2.2 Fundraiser shall perform services in a professional manner consistent with industry standards and in accordance with all applicable laws, regulations and ethical guidelines governing charitable solicitations and fundraising practices.

3. COMPENSATION AND PAYMENT

3.1 Fee Structure: Organization shall compensate Fundraiser as set forth in the applicable SOW. Compensation may include a percentage of Net Contributions, flat fees, retainers, or a combination. Primary compensation terms for the initial engagement are: Percentage Fee: ; Flat Fee: $.

3.2 Payment Timing: Organization shall remit payments to Fundraiser within days following receipt of an invoice and reconciliation of contributions. Payments shall be accompanied by a report identifying contributors and Net Contributions attributable to Fundraiser's efforts, subject to redaction of personally identifiable donor information as required by law or donor request.

3.3 Taxes: Each Party is responsible for its own taxes arising from compensation. Fundraiser shall provide appropriate tax identification information and forms upon request.

4. TERM AND TERMINATION

4.1 Term: This Agreement shall commence on the effective date set forth above and shall continue for a period of months, unless earlier terminated pursuant to this Section.

4.2 Termination for Cause: Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured for thirty (30) days after written notice specifying the breach. Termination shall not relieve Organization of its obligation to pay fees earned through the effective date of termination.

4.3 Termination for Convenience: Organization may terminate any SOW for convenience upon thirty (30) days' prior written notice and shall pay Fundraiser for all services performed and expenses incurred through the effective date of termination, plus any non-cancellable obligations.

5. CONFIDENTIALITY

5.1 Definition: "Confidential Information" means non-public information disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential given its nature.

5.2 Obligations: Each Party shall maintain the confidentiality of Confidential Information and shall not use or disclose such information except as necessary to perform its obligations under this Agreement or as required by law. Confidential information does not include information that becomes publicly available without breach by the receiving Party.

6. COMPLIANCE WITH LAWS; FUNDRAISING PRACTICES

6.1 Permits and Registrations: Fundraiser shall, at its expense, obtain and maintain all licenses, registrations and permits required by applicable law for fundraising activities and shall comply with all charitable solicitation statutes and regulations applicable to its performance.

6.2 Donor Restrictions and Privacy: Fundraiser shall comply with donor restrictions on use of funds and with Organization's donor privacy policy. Fundraiser shall not represent that it may unilaterally alter the use of contributions or bind Organization to any commitment absent Organization's express written consent.

7. USE OF FUNDS; RECORDS AND AUDIT

7.1 Receipt and Use: All contributions received on behalf of Organization are the property of Organization. Organization retains full discretion over the final use of contributed funds, subject to any donor-imposed restrictions accepted by Organization.

7.2 Records: Fundraiser shall maintain accurate records of solicitations, contributions, refunds and related communications for a period of not less than three (3) years and shall make such records available to Organization upon reasonable request for purposes of reconciliation or audit.

8. REPRESENTATIONS AND WARRANTIES

8.1 Mutual Representations: Each Party represents that it has full power and authority to enter into this Agreement and that the execution and performance will not violate any law or agreement to which it is subject.

8.2 Fundraiser Warranties: Fundraiser warrants that it will (a) perform services in a competent and professional manner; (b) not engage in deceptive or misleading solicitation practices; and (c) disclose any conflicts of interest or compensation arrangements with third parties that may affect fundraising outcomes.

9. INDEMNIFICATION; LIMITATION OF LIABILITY

9.1 Indemnification by Fundraiser: Fundraiser shall indemnify, defend and hold harmless Organization and its directors, officers, employees and agents from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising from Fundraiser's breach of this Agreement, negligence, willful misconduct, or violation of law.

9.2 Limitation of Liability: Except for liability resulting from willful misconduct or indemnifiable third-party claims, neither Party shall be liable to the other for consequential, punitive, special or indirect damages, and aggregate liability shall be limited to amounts actually paid to Fundraiser under this Agreement during the twelve (12) months preceding the claim.

10. INSURANCE

Fundraiser shall maintain commercial general liability and, if applicable, professional liability insurance coverage in amounts reasonably appropriate to Fundraiser's services and shall provide certificates of insurance to Organization upon request.

11. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party designates in writing. Notice is effective upon delivery if delivered by hand or by nationally recognized overnight carrier, or three (3) business days after mailing by certified mail.

12. AMENDMENT; WAIVER; ASSIGNMENT

12.1 Amendment: This Agreement may be amended only by a written instrument executed by duly authorized representatives of both Parties.

12.2 Waiver: No waiver of any breach shall be effective unless in writing and signed by the Party granting the waiver. A waiver of one breach shall not constitute a waiver of any other breach.

12.3 Assignment: Neither Party may assign this Agreement or any of its rights hereunder without the prior written consent of the other Party, except that Organization may assign this Agreement in connection with a merger, acquisition or sale of substantially all its assets.

13. GOVERNING LAW; DISPUTE RESOLUTION

13.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state identified as the Governing Law State: without regard to its conflict of laws principles.

13.2 Dispute Resolution: The Parties shall attempt to resolve disputes in good faith through negotiation. If unresolved within sixty (60) days, disputes shall be resolved by binding arbitration before a single arbitrator in the county of Organization's principal place of business, in accordance with commercially reasonable arbitration procedures.

14. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

14.1 Entire Agreement: This Agreement, together with any executed SOWs, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings and representations, whether written or oral.

14.2 Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith a replacement provision that effectuates the original intent.

14.3 Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic or facsimile signatures shall be effective to bind the Parties.

15. MISCELLANEOUS

15.1 Independent Contractor: Fundraiser is an independent contractor and not an employee, partner, joint venturer or agent of Organization for any purpose. Nothing in this Agreement shall be construed to create a fiduciary duty beyond the obligations expressly set forth herein.

15.2 Publicity: Fundraiser shall not use Organization's name, logos or trademarks in publicity or promotional materials without Organization's prior written consent; provided, however, that Fundraiser may acknowledge the relationship in customary professional listings.

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