Participation Grant Agreement

PARTICIPATION GRANT AGREEMENT

This Participation Grant Agreement ("Agreement") is made and entered into as of Effective Date: by and between Grantor Name: with principal place of business at , and Participant Name: with address at (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Grantor administers a grant program to support participation in certain programs, events, or activities that advance Grantor's objectives and wishes to provide limited funding to Participant to support Participant's participation (the "Program");

WHEREAS, Participant desires to accept a grant to participate in the Program on the terms and conditions set forth in this Agreement and to use the funds for the specific purposes described herein; and

WHEREAS, the Parties intend by this Agreement to set forth the terms of the grant, the obligations of the Parties with respect to use of funds, reporting, and related matters.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Grant" means the financial assistance described in Section 2, to be provided by Grantor to Participant subject to the terms of this Agreement. "Permitted Use" means those uses of Grant funds expressly authorized in Section 3. Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in context.

2. GRANT; AMOUNT; PURPOSE

2.1 Grant Amount. Subject to the terms and conditions of this Agreement, Grantor shall provide Participant a Grant in the aggregate principal amount of (USD) (the "Grant Amount").

2.2 Purpose. The Grant shall be used solely for the following purpose(s):

3. USE OF FUNDS; RESTRICTIONS

3.1 Permitted Use. Participant shall apply Grant funds only to Permitted Use described in Section 2.2. Funds may not be used for any purpose inconsistent with federal, state, or local law, or for political contributions, lobbying, or any unlawful activity.

3.2 Prohibited Expenditures. Without limitation, funds may not be expended for personal loans, dividends, capital improvements not related to the Program, or other expenditures not explicitly authorized in writing by Grantor.

4. DISBURSEMENT; PAYMENT SCHEDULE

4.1 Payment Schedule. Grantor shall disburse the Grant Amount in accordance with the schedule below, subject to Participant's compliance with the conditions set forth in this Agreement:

4.2 Withholding; Deductions. Grantor may withhold payments or require repayment to the extent necessary to satisfy any tax withholding obligations, or if Participant fails to comply with the terms of this Agreement.

5. REPORTING; RECORDS; AUDIT

5.1 Reporting. Participant shall submit periodic reports describing use of Grant funds, progress toward Program objectives, and supporting expense documentation in the form and on the schedule below:

5.2 Records. Participant shall maintain, for a minimum of years following final payment, complete and accurate books and records relating to use of Grant funds.

5.3 Audit. Grantor or its designee may audit Participant's records relating to this Agreement upon reasonable prior notice during normal business hours. Participant shall promptly provide access and reasonable cooperation.

6. REPRESENTATIONS AND WARRANTIES

6.1 Each Party represents and warrants that it has full power and authority to enter into this Agreement, that execution and delivery of this Agreement has been duly authorized, and that this Agreement constitutes a binding obligation enforceable against it.

6.2 Participant further represents that the information provided to Grantor in connection with this Agreement is true, complete and accurate, and that Participant will use Grant funds only for the Permitted Use.

7. COVENANTS

7.1 Compliance with Laws. Participant shall comply with all applicable laws, rules, regulations and guidance in performing obligations under this Agreement and in expending Grant funds.

7.2 Publicity. Participant grants Grantor a nonexclusive, royalty-free right to identify Participant and to use Participant's name and a brief description of Participant's activities in Grantor's public reporting and promotional materials, unless Participant indicates otherwise by selecting: Withhold publicity permission

8. TERMINATION

8.1 Termination for Cause. Grantor may suspend or terminate payments, demand repayment, or terminate this Agreement for cause if Participant materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after written notice.

8.2 Effect of Termination. Upon termination, Participant shall immediately cease use of Grant funds except as authorized by Grantor, promptly refund any unexpended funds, and deliver to Grantor all reports and documentation required under this Agreement.

9. INDEMNIFICATION; LIMITATION OF LIABILITY

9.1 Indemnification. Participant shall defend, indemnify and hold harmless Grantor, its officers, directors and employees from and against any claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of Participant's negligent acts, omissions, misuse of funds, or breach of this Agreement.

9.2 Limitation of Liability. Except for liability arising from fraud or willful misconduct, neither Party shall be liable to the other for consequential, incidental, punitive or special damages in connection with this Agreement.

10. CONFIDENTIALITY

10.1 Confidential Information. Each Party shall maintain in confidence any nonpublic, proprietary information disclosed by the other Party in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information ("Confidential Information"), and shall not disclose such information except as required by law.

11. GENERAL PROVISIONS

11.1 Notices. All notices required or permitted under this Agreement shall be in writing and delivered to the address for each Party set forth below or to such other address as either Party may designate by written notice in accordance with this Section.

11.2 Amendments; Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by an authorized representative of each Party. A waiver of any breach shall not operate as a waiver of any subsequent breach.

11.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified here:

11.4 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral.

11.5 Severability. If any provision of this Agreement is determined to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

11.6 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Electronic or facsimile signatures shall be deemed original signatures for all purposes.

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