Giving Day Agreement Template

GIVING DAY AGREEMENT

This Giving Day Agreement ("Agreement") is entered into as of by and between Organization Name: , a(n) Entity Type: 501(c)(3) Other nonprofit For-profit with principal address: (the "Organization"), and Service Provider Name: , with principal address: (the "Provider").

RECITALS

WHEREAS, the Organization conducts fundraising activities to support its charitable mission and desires to host a coordinated online and outreach fundraising event commonly referred to as a "Giving Day" on the date(s) specified herein;

WHEREAS, the Provider offers platform, payment processing, promotional and reconciliation services to facilitate online giving events and has represented that it possesses the technical and administrative capabilities necessary to support the Organization's Giving Day;

WHEREAS, the parties desire to set forth the terms and conditions under which the Provider will provide such services and the Organization will participate in and promote the Giving Day.

NOW, THEREFORE

In consideration of the mutual promises set forth below, the parties agree as follows.

1. DEFINITIONS

1.1 "Giving Day" means the fundraising event scheduled for and any related promotional period.

1.2 "Donor" means any individual or entity that makes a monetary or other qualifying contribution to the Organization through the Provider's platform or participating channels during the Giving Day.

2. SCOPE OF SERVICES

2.1 Services. Provider shall provide the following services for the Giving Day: platform hosting and maintenance, donation processing, donor receipt generation where applicable, data export and reconciliation, technical support during the Giving Day, and administrative reporting as described in Section 9. Provider shall perform services in a professional manner consistent with industry standards.

3. ORGANIZATION RESPONSIBILITIES

3.1 Promotion and Content. The Organization shall provide all promotional materials, logos and content in formats reasonably requested by the Provider and shall be responsible for outreach to its constituents and volunteers. Organization represents and warrants that any materials it supplies do not infringe third-party rights.

3.2 Compliance. The Organization shall comply with all applicable laws and regulations governing charitable solicitations and donor acknowledgements and shall provide current IRS/tax identification information and any fiscal sponsorship documentation required to enable issuance of receipts.

4. FEES; PAYMENT; EXPENSES

4.1 Fees. Organization shall pay Provider fees in accordance with the fee schedule set forth below or in an attached fee exhibit. The parties agree the baseline platform fee is (USD) plus transaction processing fees as incurred.

4.2 Payment Timing. Provider shall deduct agreed processing fees from gross donations at the time of settlement and remit net proceeds to Organization within days following each settlement cycle unless otherwise agreed in writing.

5. DATA SECURITY AND PRIVACY

5.1 Data Handling. Provider shall implement commercially reasonable technical and organizational measures to protect Donor and Organization data against unauthorized access, disclosure, or loss. Provider shall only use Donor data to provide services under this Agreement and shall not sell such data.

5.2 Donor Privacy. Provider agrees to comply with applicable data protection laws with respect to personal data processed in connection with the Giving Day and to enable Organization to fulfill donor requests related to records or opt-outs where required by law.

6. INTELLECTUAL PROPERTY; LICENSES

6.1 License to Marks. Organization grants Provider a limited, nonexclusive, nontransferable license to use Organization's name, trademarks and logos solely for promotion of the Giving Day, in accordance with any usage guidelines provided by Organization.

6.2 Provider Materials. Provider retains all right, title and interest in its platform, technology, software and templates. Nothing in this Agreement transfers ownership of Provider's underlying technology to Organization.

7. REPORTING AND RECONCILIATION

7.1 Reports. Provider shall deliver donor and transaction reports to Organization in the format agreed upon no later than following the Giving Day, and shall provide interim reporting during the campaign upon reasonable request.

8. TERM AND TERMINATION

8.1 Term. This Agreement commences on the Effective Date and continues until completion of all remittances and reporting obligations, unless earlier terminated as provided herein.

8.2 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 receipt of written notice specifying the breach. Provider may suspend services immediately upon reasonable belief that Organization or Donor activity creates legal or reputational risk.

8.3 Effect of Termination. Termination shall not relieve Organization of obligations to pay fees accrued prior to termination. Sections concerning confidentiality, indemnification, and payment shall survive termination.

9. INDEMNIFICATION

9.1 Indemnification by Organization. Organization shall indemnify, defend and hold harmless Provider and its officers, directors and affiliates from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Organization's breach of representations or misuse of Provider platform, or content supplied by Organization that infringes third-party rights.

9.2 Indemnification by Provider. Provider shall indemnify, defend and hold harmless Organization from claims arising from Provider's gross negligence or willful misconduct in providing the services.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY ORGANIZATION TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. INSURANCE

Each party shall maintain commercially reasonable insurance coverage appropriate to its operations, including general liability and cyber liability or data breach insurance where available. Upon request, a party shall provide evidence of such insurance to the other.

12. NOTICES

Any notice required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by notice). Notices shall be deemed given upon receipt.

13. AMENDMENT; WAIVER; COUNTERPARTS

13.1 Amendment. This Agreement may be amended only by a written instrument signed by both parties.

13.2 Waiver. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

13.3 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.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

14.1 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.

14.2 Entire Agreement. This Agreement, together with any fee exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings.

14.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. MISCELLANEOUS

15.1 No Assignment. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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