Nonprofit Private Contribution

NONPROFIT PRIVATE CONTRIBUTION AGREEMENT

This Nonprofit Private Contribution Agreement (the Agreement) is entered into as of (Effective Date) by and between the following parties:

RECITALS

WHEREAS, Contributor Name: is a natural person or entity willing to make a private monetary or in-kind contribution to the Nonprofit identified below; and

WHEREAS, Nonprofit Name: is a tax-exempt nonprofit organization organized to carry out charitable activities and desires to accept the Contribution on the terms set forth in this Agreement; and

WHEREAS, the Parties wish to memorialize the terms, use restrictions, reporting, and other conditions governing the Contribution.

PARTIES AND CONTACT INFORMATION

SCOPE OF CONTRIBUTION

The Contributor hereby agrees to provide a contribution to the Nonprofit to be used as described below. The specific activities, deliverables, and permitted uses of the Contribution shall be set forth in the Scope of Contribution field. The Nonprofit shall apply the Contribution only for the permitted uses and shall not divert funds to other purposes except as expressly permitted by this Agreement.

PAYMENT TERMS

Contribution Amount: $ . The Contributor shall make payment in accordance with the payment schedule set forth below.

Payment Due Date: . Late payments shall incur the late fee set forth below.

All payments shall be made without setoff or deduction. The Nonprofit may suspend performance or decline to expend funds if payments are not made when due, and the Contributor shall remain liable for amounts due under this Agreement until paid in full.

TERM AND TERMINATION

This Agreement shall commence on and, unless earlier terminated in accordance with this Agreement, shall terminate on .

Either Party may terminate this Agreement for material breach by the other Party that remains uncured after the Notice Period specified above. Upon termination, the Nonprofit shall, within a commercially reasonable time, provide an accounting of unexpended funds and either return such funds to the Contributor or reassign them consistent with donor restrictions and applicable law.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed in writing or orally that is identified as confidential at the time of disclosure. Each Party shall keep Confidential Information confidential and shall not disclose it to third parties except to its employees, agents, or professional advisors who have a need to know and who are bound by confidentiality obligations. Confidential Information does not include information that is or becomes public through no breach of this Agreement or is required to be disclosed by law, provided the disclosing Party gives prior notice where legally permitted.

TAX ACKNOWLEDGMENT AND REPRESENTATIONS

The Nonprofit represents that it is organized for charitable purposes. The Contributor acknowledges and agrees that the Nonprofit may provide a written acknowledgment for tax reporting that conforms to applicable law. The Parties acknowledge that tax deductibility of contributions depends on the Contributor's tax status and the nature of the Contribution; the Nonprofit does not guarantee tax deductibility.

Contributor acknowledges that the Nonprofit will provide goods or services in exchange for the Contribution.

The Contributor represents that at the time of execution the Contributor has full authority to make the Contribution, that the Contribution is not subject to liens or encumbrances, and that any restrictions on the use of funds have been disclosed in writing in the Designated Purpose field below.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts-of-law principles. The Parties agree to attempt to resolve disputes through good-faith negotiation prior to initiating litigation. If litigation is necessary, the Parties consent to the exclusive jurisdiction and venue of the courts located in the governing jurisdiction.

MISCELLANEOUS

Entire Agreement: This Agreement, including any exhibits and written attachments signed by the Parties, constitutes the entire agreement between the Parties with respect to the Contribution and supersedes all prior negotiations, understandings, and agreements. Any amendment or modification to this Agreement must be in writing and signed by both Parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver by either Party of any breach shall constitute a waiver of any subsequent breach.

Counterparts and Electronic Signatures: This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

CERTIFICATIONS

By signing below, the Contributor certifies that the information provided herein is true and accurate, that the Contributor has the authority to make the Contribution, and that any designated purpose or restriction is lawful and enforceable. The Nonprofit certifies that it will apply the Contribution in accordance with this Agreement and applicable law, and that it will provide the Contributor with such acknowledgments or reports as are described in this Agreement.

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