Non-Profit Agreement

Non-Profit Agreement

This Non-Profit Agreement ("Agreement") is entered into as of by and between Non-Profit Name: with principal address: and Partner Name: with principal address: (each a "Party" and collectively the "Parties").

Recitals

WHEREAS, the Non-Profit is organized to pursue charitable, educational, or other public benefit purposes and seeks to engage Partner to provide certain services, funding, facilities, or other support in furtherance of the Non-Profit's mission; and

WHEREAS, Partner desires to collaborate with the Non-Profit on the program, project, or services described in this Agreement and agrees to provide the resources and perform the duties set forth herein; and

WHEREAS, the Parties intend by this Agreement to set forth their respective responsibilities, payment terms, reporting obligations and other terms governing the collaboration.

Now, Therefore

NOW, THEREFORE, in consideration of the mutual covenants and agreements 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 "Program" means the specific activities, services, or project described in Section 2 and in the Statement of Work attached or described in this Agreement.

1.2 "Confidential Information" means information designated in writing as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, including financial, donor, beneficiary, operational, and proprietary information.

2. Purpose and Scope

The Parties will collaborate to deliver the Program described below. The Parties shall perform their obligations in good faith and consistent with applicable laws and ethical standards.

3. Term

This Agreement commences on the Effective Date above and continues for a period of unless earlier terminated in accordance with Section 12. The Parties may extend the Term by mutual written agreement.

4. Responsibilities of the Non-Profit

The Non-Profit shall be responsible for program oversight, beneficiary selection consistent with documented criteria, financial stewardship of funds received under this Agreement, preparation of timely reports to Partner, and ensuring that Program activities comply with applicable laws and the Non-Profit's governing documents.

5. Responsibilities of the Partner

Partner shall provide the resources described in this Agreement, which may include funding, in-kind contributions, facilities, volunteers, or professional services. Partner shall comply with any reasonable requirements imposed by the Non-Profit to protect beneficiaries and shall cooperate with monitoring and reporting activities.

Total Contribution Amount: $

6. Intellectual Property and Licensing

Unless otherwise agreed in writing, each Party retains ownership of its preexisting intellectual property. To the extent intellectual property is developed jointly in the performance of the Program, the Parties shall own such jointly developed intellectual property as tenants in common, subject to a nonexclusive, royalty-free license to each Party to use such intellectual property for charitable and educational purposes consistent with this Agreement.

7. Confidentiality

Each Party shall hold Confidential Information of the other Party in confidence and shall not disclose such information except to its employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. Confidential Information shall not include information that is or becomes publicly known through no wrongful act of the receiving Party or that is required to be disclosed by law.

8. Compliance with Laws; Standards

Each Party shall perform its obligations under this Agreement in compliance with all applicable federal, state, and local laws, rules and regulations, including those governing charitable solicitations, privacy, employment, and non-discrimination. Each Party shall maintain records necessary to demonstrate compliance and shall make such records available for inspection as set forth in Section 11.

9. Insurance; Indemnification

Each Party shall maintain insurance in amounts customary and appropriate for the activities undertaken hereunder. Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims, liabilities, losses or expenses arising out of its negligent acts, omissions, or willful misconduct in connection with this Agreement, except to the extent caused by the indemnitee's negligence or willful misconduct.

10. Records; Audit

The Non-Profit shall maintain complete and accurate records of Program expenditures and activities. Partner shall have the right, upon reasonable notice and during normal business hours, to inspect records related to Partner's contribution for a period of three years following final payment. Copies of audited financial statements, if any, shall be provided upon request when they materially pertain to this Agreement.

11. Termination

Either Party may terminate this Agreement for cause if the other Party materially breaches any representation, warranty or obligation and fails to cure such breach within thirty (30) days after receipt of written notice specifying the nature of the breach. Either Party may terminate for convenience upon sixty (60) days' prior written notice. Upon termination, the Parties shall cooperate to wind down Program activities in an orderly manner and settle outstanding financial obligations pro rata as appropriate.

12. Effect of Termination

Termination shall not relieve either Party of obligations accrued prior to the effective date of termination. Sections that by their nature survive termination or expiration, including but not limited to Intellectual Property, Confidentiality, Indemnification, Records, Governing Law, and Miscellaneous provisions, shall survive termination.

13. Notices

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the Parties at the addresses set forth below or at such other address as either Party may designate by notice in accordance with this Section.

14. Amendments; Waiver; Counterparts

This Agreement may be amended only by a written instrument executed by authorized representatives of both Parties. No waiver shall be effective unless in writing and signed by the party granting the waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

15. Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction indicated below without regard to conflict of laws principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that jurisdiction for any dispute arising under this Agreement.

Governing Jurisdiction:

16. Entire Agreement; Severability

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings of the Parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Miscellaneous

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. Headings are inserted for convenience only and shall not affect interpretation.

Public Charity Private Foundation Other:

Representations and Certifications

Each Party represents and warrants that (a) it has the full right, power and authority to enter into and perform this Agreement; (b) the execution and performance of this Agreement will not violate any other agreement to which it is a party; and (c) the individual signing on behalf of each Party is duly authorized to bind such Party.

Sign Now