Legal FA Document

LEGAL FA DOCUMENT

This Financial Assistance Agreement (the "Agreement") is entered into as of Effective Date: between Provider Name: a legal entity organized as with principal address and Recipient Name: a legal entity organized as with principal address

RECITALS

WHEREAS, Provider has agreed to provide financial assistance to Recipient to support the project described in this Agreement; and

WHEREAS, Recipient will use such assistance solely for the Purpose set forth herein and will comply with the terms and conditions established by Provider; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to such financial assistance.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Assistance" means the monetary funds or reimbursements to be provided by Provider to Recipient under this Agreement in accordance with Section 2. 1.2 "Purpose" means the specific activities described in the Project Description field below that Recipient shall undertake with Assistance.

2. GRANT OF ASSISTANCE

2.1 Subject to the terms and conditions of this Agreement, Provider agrees to provide Assistance to Recipient in the aggregate principal amount of (the "Assistance Amount").

2.2 The Assistance shall be used solely for the Purpose and shall not be applied to costs or obligations other than those set forth in the Project Description without Provider's prior written approval.

3. DISBURSEMENT; PAYMENT TERMS

3.1 Disbursement Schedule: Provider shall disburse Assistance in accordance with the schedule below, subject to satisfaction of the Conditions Precedent in Section 4.

3.2 Recipient shall submit invoices, supporting documentation and any required certifications as a condition to each disbursement. Provider may withhold payment for noncompliance with the terms of this Agreement.

4. CONDITIONS PRECEDENT

4.1 Provider's obligation to disburse Assistance is conditioned upon: (a) receipt of an executed counterpart of this Agreement; (b) receipt of documentation reasonably requested by Provider evidencing Recipient's authority and financial controls; and (c) absence of any material adverse change in Recipient's ability to perform.

5. USE OF FUNDS; RECORDS

5.1 Recipient shall use Assistance strictly for allowable costs set forth in the Project Description. Recipient shall maintain books, accounts and records in accordance with generally accepted accounting principles and shall retain such records for a period of five (5) years after final disbursement.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it is duly organized and validly existing under applicable law, has the full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and that the execution and performance of this Agreement will not violate any material agreement, law or order applicable to such party.

7. COVENANTS

7.1 Recipient covenants to: (a) comply with all applicable laws and regulations in using Assistance; (b) promptly notify Provider of any material change in circumstances affecting performance; and (c) permit Provider or its representatives reasonable access to records and project sites for inspection and audit.

8. CONFIDENTIALITY

8.1 Each party agrees to maintain the confidentiality of Non-Public Information disclosed by the other party and to use such information solely for the purposes of performing its obligations under this Agreement. This obligation does not apply to information that is or becomes publicly available other than by a breach of this Agreement, or that is required to be disclosed by operation of law.

9. INDEMNIFICATION; LIMITATION OF LIABILITY

9.1 Recipient shall indemnify, defend and hold harmless Provider and its officers, directors and agents from and against any and all liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Recipient's breach of this Agreement or Recipient's negligence or willful misconduct. 9.2 EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.

10. TERM; TERMINATION

10.1 This Agreement shall commence on the Effective Date and continue until all Assistance has been disbursed and final reporting obligations are satisfied, unless earlier terminated as provided herein. 10.2 Provider may terminate this Agreement for material breach by Recipient upon thirty (30) days' written notice if Recipient fails to cure the breach within the notice period.

11. REMEDIES

11.1 All remedies provided in this Agreement are cumulative and in addition to any other remedies available at law or in equity. No failure to exercise, nor any delay in exercising, any right or remedy shall operate as a waiver thereof.

12. NOTICES

12.1 All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by hand, nationally recognized overnight courier, or certified mail, return receipt requested, and shall be deemed given upon receipt.

13. GOVERNING LAW; DISPUTE RESOLUTION

13.1 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in that jurisdiction unless the parties mutually agree otherwise in writing.

14. ENTIRE AGREEMENT; SEVERABILITY

14.1 This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. 14.2 If any provision of this Agreement is determined to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

15. AMENDMENTS; WAIVER; COUNTERPARTS

15.1 No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. 15.2 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one instrument.

16. MISCELLANEOUS

16.1 The headings in this Agreement are for convenience of reference only and shall not affect interpretation. 16.2 Any obligation that, by its nature, extends beyond termination or expiration of this Agreement shall survive such termination or expiration.

Sign Now