Grant Engagement Template

GRANT ENGAGEMENT AGREEMENT

This Grant Engagement Agreement (the Agreement) is made and entered into by and between:

Effective Date:

RECITALS

WHEREAS, Client seeks funding through one or more external grant programs and requires professional preparation, submission, and post-award administration services in connection with grant applications and awards;

WHEREAS, Consultant represents that it has the expertise, personnel, and capacity to prepare grant applications, supporting materials, and to provide grant management services as set forth in this Agreement; and

WHEREAS, Client desires to engage Consultant and Consultant agrees to perform such services under the terms and conditions of this Agreement.

SCOPE OF WORK

Consultant shall provide grant-related services as described below, including preparation of grant applications, budgets, required attachments, submission support, responses to funder inquiries, and post-award grant administration as requested by Client.

PAYMENT TERMS

Client shall pay Consultant the fees and reimbursements specified below in consideration for the performance of services described herein.

Consultant shall be reimbursed for pre-approved, reasonable out-of-pocket expenses incurred in performance of services. Maximum reimbursable amount (if any):

TERM AND TERMINATION

Term: This Agreement commences on the Start Date and continues until the End Date or until earlier termination as provided herein.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party no fewer than days. Either party may terminate immediately for material breach that remains uncured after days' written notice specifying the nature of the breach.

Termination shall not relieve Client of its obligation to pay for services rendered and expenses incurred through the effective date of termination. Sections that by their nature survive termination shall remain in effect.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by a party that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Consultant and Client shall hold Confidential Information in strict confidence and shall use it solely to perform obligations under this Agreement.

Exclusions: Confidential Information does not include information that (a) is or becomes generally available to the public other than by breach of this Agreement, (b) was lawfully in the receiving party's possession prior to disclosure, (c) is rightfully received from a third party without restriction, or (d) is independently developed without use of the disclosing party's Confidential Information.

Upon termination or upon written request, the receiving party shall return or destroy all Confidential Information and certify such return or destruction. Confidentiality obligations shall survive termination for a period of three (3) years, except for trade secrets which shall be protected as required by applicable law.

INTELLECTUAL PROPERTY

Work Product: All grant applications, drafts, budgets, reports, and other deliverables prepared specifically for Client by Consultant under this Agreement (Work Product) shall be considered works made for hire and shall be the exclusive property of Client. To the extent title does not vest automatically, Consultant hereby assigns and shall assign to Client all right, title and interest in such Work Product.

Background IP: Consultant retains ownership of its pre-existing intellectual property and methodologies. Consultant grants Client a nonexclusive, royalty-free license to incorporate Consultant's Background IP solely as embodied in the Work Product for Client's internal grant and program purposes.

Notwithstanding the foregoing, Consultant may request permission to retain redacted Work Product for portfolio and marketing purposes; such retention requires Client's prior written consent.

COMPLIANCE, SUBCONTRACTING & RECORDS

Consultant shall perform services in compliance with applicable funder rules, laws, and regulations. Consultant will not knowingly assist Client in the submission of materially false information and will disclose any known conflict of interest.

Subcontracting: Consultant shall not subcontract material portions of the work without Client's prior written consent. Consent may be granted or withheld in Client's sole discretion.

Records: Consultant shall retain records relating to the services and any reimbursable expenses for a minimum of four (4) years after final payment or as required by applicable grant rules, and shall permit Client and any authorized funder to inspect such records upon reasonable notice.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from that party's gross negligence or willful misconduct in performing this Agreement. Except for liability for bodily injury, fraud, or willful misconduct, neither party's aggregate liability to the other shall exceed the total fees paid by Client to Consultant under this Agreement.

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 law principles.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or attachments signed by the parties, constitutes the entire agreement between Client and Consultant with respect to the subject matter and supersedes all prior agreements, understandings and negotiations. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

Assignment: Neither party may assign its rights under this Agreement without the prior written consent of the other party, except that Client may assign this Agreement to a successor in interest to all or substantially all of Client's assets or business without Consultant's consent.

Independent Contractor: Consultant is an independent contractor. Nothing in this Agreement creates an employment relationship, partnership, joint venture, or agency relationship between the parties.

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