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Nonprofit Partnership Agreement

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Nonprofit Partnership Agreement

This Nonprofit Partnership Agreement (the "Agreement") is entered into as of by and between ("Lead Organization"), and ("Partner Organization"). Each of Lead Organization and Partner Organization is a "Party" and collectively the "Parties."

WHEREAS

WHEREAS, Lead Organization is a nonprofit organization organized and operated for charitable purposes and has expertise and resources related to the programmatic activities described in this Agreement; and

WHEREAS, Partner Organization seeks to collaborate with Lead Organization to jointly implement the project described below for the mutual public benefit and to further the Parties' charitable missions; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. Scope of Work

The Parties shall perform the tasks set forth in the Project Description. Lead Organization will have primary responsibility for overall project coordination and fiscal management unless otherwise specified in writing. Partner Organization will provide services and deliverables as set forth above and will cooperate in reporting, outreach, and evaluation activities.

2. Roles and Responsibilities

Each Party shall act in good faith and exercise reasonable care in carrying out its responsibilities. Specific responsibilities include, at minimum, the following:

  • Lead Organization: project oversight, financial administration, preparation of joint reports, and compliance with funding restrictions.
  • Partner Organization: program delivery, data collection, assisting with outreach, and participation in evaluation activities.

3. Payment Terms

Payments due to Partner Organization shall be made in accordance with the Payment Schedule upon receipt of a proper invoice. Late payments shall accrue the Late Payment Fee specified above, compounded monthly, in addition to any remedies available at law or equity.

4. Term and Termination

This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for cause upon written notice if the other Party materially breaches any obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve either Party of obligations accrued prior to the effective date of termination.

5. Confidentiality

Each Party may disclose confidential information to the other in connection with performance under this Agreement. "Confidential Information" means non-public information that is marked or otherwise identified as confidential or that a reasonable person would understand to be confidential under the circumstances. Each Party agrees to: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely for the performance of this Agreement; and (c) not disclose Confidential Information to any third party except as necessary for performance, to employees or agents on a need-to-know basis, or as required by law, provided the receiving Party gives prompt notice to the disclosing Party to the extent permitted by law.

Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as such information qualifies as a trade secret.

6. Compliance, Records and Audit

The Parties shall comply with all applicable federal, state, and local laws, regulations, and funder requirements in performing their obligations. Partner Organization shall maintain complete and accurate records related to the services and expenditures under this Agreement and shall permit Lead Organization or its designee reasonable access to such records for audit and inspection during the Term and for a period of three (3) years thereafter.

7. Insurance; Indemnification; Limitation of Liability

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims, liabilities, losses, damages, and expenses arising out of the indemnifying Party's breach of this Agreement, willful misconduct, or negligent acts or omissions. Neither Party shall be liable to the other for consequential, incidental, special, or punitive damages arising from performance or nonperformance under this Agreement.

8. Intellectual Property and Publicity

Unless otherwise agreed in writing, intellectual property created jointly in the course of performance shall be owned jointly by the Parties with a nonexclusive, royalty-free license granted to each Party to use such materials for charitable purposes. Each Party agrees not to use the other Party's name, logo, or trademarks in publicity or fundraising materials without prior written consent.

9. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. The Parties agree to attempt in good faith to resolve disputes through negotiation. If negotiation fails, the Parties shall submit the dispute to mediation before pursuing litigation; if mediation is unsuccessful, either Party may seek remedies in a court of competent jurisdiction.

10. Entire Agreement; Amendment

This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both Parties.

11. Notices

Notices under this Agreement shall be in writing and delivered by hand, recognized overnight courier, or certified mail to the addresses below (or to such other address as a Party designates in writing).

12. Additional Provisions

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

b. Relationship of the Parties: The Parties are independent nonprofit organizations; nothing in this Agreement creates an employer-employee, joint venture, or agency relationship except where expressly stated.

c. Assignment: Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, provided that a Party may assign this Agreement to a successor in interest in connection with a merger, acquisition, or sale of substantially all of its assets, provided the successor assumes all obligations hereunder.

Lead Organization:

By:

Date:

Partner Organization:

By:

Date:

Enter text✕

What a Nonprofit Partnership Agreement Is and When It Applies

A Nonprofit Partnership Agreement is a written contract that sets out the roles, responsibilities, financial contributions, governance, reporting, term, and exit terms between two or more nonprofit organizations that collaborate on a program, joint venture, or shared services. It defines scope of work, intellectual property rights, data-sharing rules, indemnities, and dispute-resolution procedures so each party understands expectations and liabilities. While not usually filed with state agencies, a clear written agreement reduces ambiguity, supports grant reporting, and helps meet fiduciary and compliance obligations for boards, auditors, and funders.

Why having a written partnership agreement matters for nonprofits

A clear agreement allocates responsibility, documents financial commitments, protects restricted funds, and clarifies reporting and IP rights to reduce conflict and support compliance with grant and tax obligations.

Why having a written partnership agreement matters for nonprofits

Organizations and people who commonly execute these agreements

Typical signers include nonprofit executives, program directors, development officers, and board members who must document collaborative arrangements and funding responsibilities.

  • Small nonprofits forming temporary program partnerships to share staff or grant-funded services; agreements reduce ambiguity for funders and auditors.
  • Mid-size nonprofits creating long-term shared-service arrangements; agreements define cost allocation, reporting cadence, and performance metrics.
  • Foundations or public-private collaborations that require written commitments, deliverables, and specific data-sharing safeguards for compliance.

Use this agreement when collaborators need enforceable written terms, transparent financial accounting, or documentation required by grantors, auditors, or state agencies.

Representative signers and roles

Executive Director

An Executive Director typically has authority to bind the nonprofit under board-delegated signing policies. The ED signs to confirm organizational commitments, budgets, and program obligations and should ensure board approval where required by bylaws.

Board Chair

A Board Chair or authorized board officer may sign for strategic partnerships that affect organizational mission or resources. Board-level signature is common where agreements alter governance, create liabilities, or allocate restricted funds.

Step-by-step: completing and executing the agreement

Follow these sequential steps to prepare, approve, and execute a clean, enforceable Nonprofit Partnership Agreement.

  • 01
    Draft Terms: Define scope, deliverables, and financial obligations in detail.
  • 02
    Review Compliance: Confirm fund restrictions, grant conditions, and privacy needs.
  • 03
    Obtain Approvals: Secure board or delegated approvals per bylaws.
  • 04
    Execute and Record: Sign, date, and distribute executed copies to all parties.

Configure an online signing workflow

Set up a digital workflow that includes required fields, signer order, and authentication to ensure a complete, auditable signature process.

Upload Document Add the executed draft as PDF or DOCX.
Place Fields Add signature, initial, date, and checkbox fields.
Signer Order Define sequential or parallel signing as needed.
Authentication Select email link, SMS code, or stronger ID verification.
Notifications Set reminders and delivery of completed copies.

Technical considerations for e-signing and recordkeeping

Choose a signing platform that supports the file formats, integrations, and compliance needs of all parties.

  • File Types: PDF and DOCX supported
  • Integrations: CRM and cloud storage
  • Authentication: Email, SMS, or KBA

Confirm the platform provides an audit trail, secure storage, and reasonable export options so records remain accessible for audits or grant reporting.

Typical electronic signing flow for a partnership agreement

This sequence captures the common steps for sending, signing, and storing an electronically executed agreement.

  • Prepare: Upload and add required fields to the document.
  • Send: Enter signer emails and set order or parallel signing.
  • Authenticate: Use email link, SMS, or identity verification.
  • Complete: All parties sign and receive final copies with audit trail.

Six essential clauses to include in the agreement

A robust agreement contains clauses that allocate duties, manage funds, and set procedures for oversight, intellectual property, liability, and termination.

Scope of Work

Describe program activities, deliverables, milestones, and measurable performance indicators so obligations are objectively trackable and auditable.

Financial Terms

Specify amounts, payment schedule, invoicing procedures, and any cost-sharing or reimbursement rules to ensure proper fund stewardship.

Data and Privacy

Define what data will be shared, retention limits, and any privacy safeguards required by HIPAA or funder rules where applicable.

Intellectual Property

State ownership or licensing of materials produced during the partnership and permissions for reuse or public distribution.

Liability and Indemnity

Allocate responsibility for claims, insurance requirements, and limits on liability consistent with nonprofit risk tolerances.

Termination

Outline notice periods, wind-down obligations, and disposition of remaining funds or assets upon agreement end.

Supporting documents to attach with the agreement

Attach documents that verify authority, financial status, and program compliance to avoid execution or auditing delays.

IRS Determination

EIN and 501(c)(3) determination letter to confirm tax-exempt status for funders and banks.

Board Resolution

Document authorizing signers per bylaws to bind the organization to the agreement.

Budget

Line-item budget and payment schedule tied to deliverables and reporting milestones.

Insurance Certificates

Evidence of required general liability or professional insurance if the agreement demands it.

Key dates and timing to track for execution and compliance

Identify effective dates, signature deadlines, reporting intervals, and amendment notice periods up front to ensure timely performance and grant compliance.

Effective Date:

Start date for obligations and reporting periods.

Signature Deadline:

Date by which all parties must sign to meet grant or funding milestones.

Reporting Cadence:

Quarterly or monthly reporting dates tied to deliverables and invoices.

Amendment Notice:

Typical 30–60 day notice for proposed changes.

Project Closeout:

Final reporting and audit documentation due at project end.

Lifecycle milestones from draft to closeout

Track these sequential stages to keep the partnership on schedule and ensure deliverables, funding, and records align with expectations.

01

Draft Agreement

Prepare initial terms and attachments for internal review.

02

Legal Review

Optional attorney review for funder or liability concerns.

03

Board Approval

Obtain any required board resolutions or delegated approvals.

04

Execution and Distribution

Sign, distribute final copies, and store originals securely.

Common drafting and execution mistakes to avoid

  • Using informal language or vague performance metrics that invite differing interpretations during disputes.
  • Failing to specify fund restrictions or allowable expenses tied to restricted grants or donor conditions.
  • Not confirming signatory authority under bylaws or missing required board resolutions before execution.
  • Neglecting data sharing and privacy provisions where personal or health data will be exchanged.

Principal risks and potential consequences

Breach Liability: Contract damages exposure
Grant Loss: Funder recoupment or penalties
Fiduciary Risk: Board-level accountability
Regulatory Audit: IRS or funder review
Data Exposure: Privacy breach consequences
Reputational Harm: Donor and public trust loss

Security, compliance, and recordkeeping expectations

Encryption: TLS 1.2/1.3 in transit
Data at Rest: AES-256 encrypted storage
Audit Trail: Time-stamped activity logs
ESIGN / UETA: Recognized for e-signature validity
BAA Availability: HIPAA BAA offered where needed
Certifications: SOC 2 Type II and ISO 27001

How a Nonprofit Partnership Agreement differs from similar documents

Compare common document types to pick the right form and avoid reusing an unsuitable template.

Document Type Partnership Agreement Memorandum of Understanding Service Contract Grant Agreement
Binding Obligations sometimes
Financial Terms Included sometimes
Governance Provisions limited limited
Used for Grants often rarely sometimes often

Select eSignature providers for executing the agreement

Vendor pricing and core features vary; signNow appears first in the table below for comparison with typical alternatives and plan entry points.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by vendor Varies by vendor Varies by vendor Varies by vendor
Bulk Send Yes Yes Yes Yes Varies by plan
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Frequently asked questions about using and signing the agreement

Clear, concise answers to common execution, validity, and recordkeeping questions for nonprofit partnership agreements.


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