Public Goods Pool Agreement

PUBLIC GOODS POOL AGREEMENT

Parties and Effective Date

Effective Date:

Recitals

WHEREAS, Sponsor seeks to create and maintain a pooled resource for the funding, support, and stewardship of public goods and related activities that provide non-excludable benefits to an identifiable community; and

WHEREAS, Operator has the expertise and capacity to administer contributions to the pool, allocate funds to eligible projects in accordance with established criteria, and report on the use of funds; and

WHEREAS, the Parties desire to set forth the terms governing contributions, allocation, confidentiality, and administration of the Public Goods Pool.

Scope of Work

Operator shall perform the administrative functions described above, including but not limited to: establishing eligibility criteria for funded activities; receiving and disbursing contributions in accordance with this Agreement; maintaining financial records; producing reports to Sponsor; and enforcing compliance with applicable disbursement conditions.

Payment Terms

Unless otherwise agreed in writing, contributions will be applied to the Pool upon receipt by Operator. Operator shall issue periodic statements reflecting receipts, disbursements, and administrative fees. Sponsor authorizes Operator to deduct reasonable administrative fees as specified in the Payment Schedule.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided below.

Either Party may terminate this Agreement for cause upon written notice to the other Party if the other Party materially breaches any representation, warranty, or obligation under this Agreement and fails to cure such breach within the notice period set forth above. Upon termination, Operator will provide a final accounting and shall distribute remaining Pool funds in accordance with Sponsor instructions, this Agreement, and any applicable policies in force at the time of termination.

Confidentiality

Each Party shall hold in confidence all non-public, proprietary, or commercially sensitive information disclosed by the other Party in connection with this Agreement ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was rightfully in the receiving Party’s possession prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving Party without use of the disclosing Party’s Confidential Information.

The receiving Party may disclose Confidential Information to the extent required by law, court order, or regulatory authority, provided that the receiving Party gives prompt written notice to the disclosing Party and cooperates, at the disclosing Party’s expense, in any lawful effort to limit or contest the scope of such required disclosure.

The obligations of confidentiality survive termination of this Agreement for a period of three (3) years, except that trade secrets and financial information shall remain protected for as long as such information qualifies as a trade secret under applicable law.

Allocation, Reporting, and Audit

Operator shall allocate Pool funds in accordance with the eligibility criteria and allocation procedures set forth in the Scope of Work and shall maintain complete and accurate books and records of all transactions related to the Pool. Sponsor or Sponsor's authorized representative may, upon reasonable prior notice, inspect and audit such records during normal business hours. Operator shall retain records for a minimum of five (5) years following the fiscal year in which the transaction occurred.

Indemnification

Each Party shall indemnify, defend, and hold harmless the other Party and its officers, directors, employees, and agents from and against any third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising from the indemnifying Party’s gross negligence, willful misconduct, or material breach of this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles.

Entire Agreement; Amendments

This Agreement, including any exhibits, attachments, or written policies expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, agreements, and communications, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both Parties.

Notices

Miscellaneous Provisions

The headings in this Agreement are for convenience only and shall not affect interpretation. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No Party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other Party, except that Operator may assign to an affiliate in connection with a merger or sale of substantially all of its assets.

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