Restricted Funding Grant Agreement

RESTRICTED FUNDING GRANT AGREEMENT

This Restricted Funding Grant Agreement (the Agreement) is made and entered into as of Effective Date: by and between Grantor Name: ("Grantor") and Grantee Name: ("Grantee"). Grantor and Grantee are collectively referred to as the Parties.

RECITALS

WHEREAS, Grantor has agreed to provide financial assistance to support the specific program, activity, or project described in this Agreement, subject to the terms and restrictions set forth herein; and

WHEREAS, Grantee is an organization capable of carrying out the program for the restricted purpose described below and has submitted documentation and assurances to Grantor demonstrating its qualifications to receive restricted funding; and

WHEREAS, the Parties intend that funds disbursed under this Agreement be used solely for the restricted purpose and under the conditions set forth herein.

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

1. GRANT; PURPOSE

1.1 Grant. Subject to the terms and conditions of this Agreement, Grantor agrees to provide Grantee a grant in the principal amount of $ (the Grant Funds). The Grant Funds shall be used exclusively for the restricted purpose described in Section 1.2.

1.2 Restricted Purpose. Grantee shall use the Grant Funds only for:

2. USE OF FUNDS; PROHIBITIONS

2.1 Permitted Costs. Grant Funds may be applied only to costs directly and reasonably necessary to accomplish the Restricted Purpose. All expenditures must be supported by appropriate documentation retained by Grantee and made available to Grantor upon request.

2.2 Prohibited Uses. Grant Funds shall not be used for (a) lobbying or political campaign activities, (b) activities that violate applicable law, (c) unrelated business activities, or (d) expenses not described in the Restricted Purpose without prior written approval from Grantor. Any use of funds contrary to this Section constitutes a material breach.

3. DISBURSEMENT; CONDITIONS PRECEDENT

3.1 Disbursement Schedule. Disbursement of Grant Funds will be made in accordance with the following schedule and conditions:

3.2 Conditions Precedent. Grantor’s obligation to disburse funds is conditioned upon Grantee’s delivery of any required certifications, documentation of eligibility, and such interim reports or invoices as reasonably requested by Grantor.

4. REPORTING; RECORDS

4.1 Interim Reports. Grantee shall submit interim program and financial reports to Grantor within days after each reporting period, describing use of funds, progress toward objectives, and itemized expenditures.

4.2 Final Report. A final narrative and financial report documenting use of all Grant Funds shall be delivered to Grantor within days after completion of the Restricted Purpose or termination of this Agreement, whichever occurs first.

4.3 Records Retention. Grantee shall retain all records and supporting documentation relating to the Grant Funds for a period of years following final disbursement and shall permit Grantor or its authorized representative to inspect and copy such records upon reasonable notice.

5. AUDIT; ACCESS

5.1 Audit Rights. Grantor or its designated auditors shall have the right to audit, examine, and copy Grantee's records and accounts pertaining to the Grant Funds. Grantee shall cooperate fully and provide access during normal business hours.

6. TERM; TERMINATION; REPAYMENT

6.1 Term. This Agreement commences on the Effective Date and continues until completion of the Restricted Purpose and submission of the final report, unless earlier terminated in accordance with this Section.

6.2 Termination for Cause. Grantor may suspend or terminate funding immediately upon written notice if Grantee materially breaches this Agreement, uses Grant Funds for prohibited purposes, or fails to comply with reporting or audit obligations. Upon termination for cause, Grantee shall reimburse Grantor for any unexpended or improperly used Grant Funds within thirty (30) days of demand.

7. REPRESENTATIONS, WARRANTIES AND COVENANTS

7.1 Grantee represents and warrants that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction; has full power and authority to enter into and perform this Agreement; and that acceptance and use of the Grant Funds will not violate any other agreement or law.

7.2 Grantee covenants to comply with all applicable federal, state, and local laws and regulations in the performance of its obligations under this Agreement.

8. INDEMNIFICATION; INSURANCE

8.1 Indemnification. Grantee shall indemnify, defend and hold harmless Grantor, its officers, directors and employees from and against all claims, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to Grantee’s use of the Grant Funds, breach of this Agreement, or acts or omissions of Grantee in performance of the Restricted Purpose, except to the extent caused by Grantor's gross negligence or willful misconduct.

8.2 Insurance. Grantee shall maintain adequate insurance coverage, including general liability and, where applicable, professional liability and workers’ compensation, in amounts sufficient to protect Grantor from claims arising from the activities funded by this Agreement. Evidence of insurance shall be provided upon request.

9. CONFIDENTIALITY

9.1 Confidential Information. Each Party shall maintain the confidentiality of information designated in writing as confidential by the other Party and shall not disclose such information except as required by law or with the disclosing Party’s prior written consent. Confidentiality obligations survive termination of this Agreement for a period of two (2) years.

10. NOTICES

All notices, requests, consents, and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses below or to such other address as a Party may designate by written notice to the other Party.

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 Amendments. No amendment to this Agreement shall be effective unless in writing and signed by both Parties.

11.2 Waiver. No failure or delay by either Party in exercising any right shall operate as a waiver of that right unless executed in writing by the waiving Party.

11.3 Counterparts and Electronic Signatures. This Agreement may be executed in counterparts and by electronic signature in portable document format; each counterpart shall be deemed an original, and all counterparts together shall constitute one agreement.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state specified by the Parties: State:

12.2 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 and understandings, whether written or oral.

12.3 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect and shall be construed to carry out the Parties' intent.

13. MISCELLANEOUS PROVISIONS

13.1 Assignment. Grantee shall not assign or delegate any rights or obligations under this Agreement without Grantor’s prior written consent, which consent shall not be unreasonably withheld.

13.2 Relationship of Parties. The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the Parties.

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