Subaward Funding Agreement

SUBAWARD FUNDING AGREEMENT

This Subaward Funding Agreement (the Agreement) is entered into as of by and between Prime Recipient: with address , Employer/Tax ID: (hereinafter "Prime"), and Subrecipient: with address , Employer/Tax ID: (hereinafter "Subrecipient").

RECITALS

WHEREAS, Prime has received funding under a prime award identified as Award Number: , effective (the Prime Award); and

WHEREAS, Prime desires to engage Subrecipient to perform certain work and to transfer a portion of the Prime Award funds to Subrecipient for such work, subject to the terms and conditions of this Agreement; and

WHEREAS, Subrecipient represents that it has the competence and capacity to perform the work described in the Scope of Work attached hereto as Exhibit A and to comply with applicable federal, state and local requirements.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement: (a) "Prime Award" means the award of funds to Prime by the awarding agency as identified above; (b) "Subaward" means the transfer of funds from Prime to Subrecipient to carry out a program of the Prime Award; (c) "Scope of Work" means the detailed description of tasks, deliverables and performance standards set forth in Exhibit A; and (d) other capitalized terms have the meanings ascribed in this Agreement.

2. TERM

The period of performance under this Agreement begins on and ends on , unless earlier terminated in accordance with Section 13.

3. AMOUNT AND PAYMENT

Prime agrees to provide Subrecipient up to the total amount of (Total Subaward Funds), subject to availability of Prime Award funds and compliance with this Agreement.

Payments are contingent upon submission of required invoices and reports, acceptance of deliverables by Prime, and continued availability of funds under the Prime Award. Prime may withhold payments for noncompliance, unsatisfactory performance, or failure to provide required documentation.

4. BUDGET, ALLOWABLE COSTS AND MODIFICATIONS

Costs charged to the Subaward must comply with the budget and with applicable cost principles and the terms of the Prime Award. Any budget revisions that cause a reallocation of cumulative funds greater than % or that change the scope require prior written approval from Prime.

5. REPORTING AND RECORDS

Subrecipient shall submit financial and performance reports in the form and frequency required by Prime. At minimum, reports shall include expenditure detail, program progress, and any deviations from the approved Scope of Work. Reports are due to Prime by the following schedule: .

Subrecipient shall maintain books, records, documents, and other evidence pertaining to costs and performance for a period of following final payment or longer if required by law or the Prime Award, and shall permit inspection and audit by Prime, auditors, and the awarding agency as provided in Section 8.

6. SUBRECIPIENT RESPONSIBILITIES

Subrecipient shall perform the Scope of Work with qualified personnel, in accordance with applicable professional standards and all material terms of this Agreement. Subrecipient shall obtain and maintain all licenses, permits and approvals required to perform the work and shall comply with all applicable laws, regulations and the terms of the Prime Award.

7. FLOWDOWN OF PRIME AWARD TERMS

Subrecipient acknowledges that this Agreement is funded in whole or in part by the Prime Award and agrees to comply with all applicable terms, conditions, and requirements of the Prime Award that Prime determines are applicable to this Subaward. Prime will provide Subrecipient with notice of applicable Prime Award terms upon request or as they become known.

8. AUDIT, ACCESS AND INSPECTION

Subrecipient shall permit, and shall require its subcontractors and lower-tier recipients to permit, access by Prime, the awarding agency, and auditors to its facilities, personnel, books, records, documents, and other information related to the performance and costs under this Agreement, for the purpose of audit and inspection. Subrecipient shall promptly correct any noncompliance identified by audit or inspection.

9. INTELLECTUAL PROPERTY

Unless otherwise specified in Exhibit B, ownership of intellectual property created under this Agreement shall vest as follows: the party that creates the intellectual property retains ownership of its background intellectual property; intellectual property developed solely by Subrecipient under this Agreement shall be owned by Subrecipient; where jointly developed, ownership and licensing rights shall be allocated in good faith and documented in Exhibit B. Subrecipient grants Prime a royalty-free, nonexclusive, irrevocable license to use, reproduce and distribute deliverables for governmental purposes consistent with the Prime Award.

10. PUBLICATIONS AND ACKNOWLEDGMENT

Subrecipient shall acknowledge Prime and the Prime Award in publications and presentations resulting from work under this Agreement, as required by the Prime Award terms. Subrecipient shall submit proposed publications or public disclosures to Prime for review at least days prior to submission when required by the Prime Award.

11. SUSPENSION AND TERMINATION

Prime may, by written notice, suspend or terminate this Agreement in whole or in part for convenience or for cause, including but not limited to failure to perform, breach of material terms, or loss of Prime Award funding. Upon receipt of a termination notice, Subrecipient shall immediately stop work as directed, take actions to protect property in which Prime has an interest, and submit a final invoice and inventory as required for closeout and allowable costs incurred prior to termination.

12. INDEMNIFICATION AND INSURANCE

Subrecipient shall indemnify, defend and hold harmless Prime, its officers, employees and agents from and against claims, liabilities, losses and expenses arising from Subrecipient's negligent acts or omissions or willful misconduct in performance under this Agreement, except to the extent caused by Prime's negligence. Subrecipient shall maintain insurance coverage appropriate to its activities under this Agreement, including commercial general liability and workers' compensation as required by law, and shall provide certificates of insurance upon Prime's request.

13. CONFIDENTIALITY

Each party shall maintain the confidentiality of Confidential Information disclosed by the other party and shall not use such information except to perform obligations under this Agreement. Confidential Information does not include information that is or becomes publicly available without breach of this Agreement, independently developed by the receiving party, or rightfully obtained from a third party. Disclosure required by law shall not be deemed a breach provided prompt notice is given to the disclosing party where legally permissible.

14. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses below by hand, certified mail, or overnight courier. Notices shall be effective upon receipt.

15. AMENDMENTS, WAIVER AND COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both parties. Failure by either party to enforce any provision shall not constitute a waiver of that provision or any other provision. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

16. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to choice-of-law principles. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. This Agreement, together with all exhibits, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior communications and agreements.

17. MISCELLANEOUS PROVISIONS

Subrecipient shall comply with applicable nondiscrimination and equal opportunity requirements, maintain records necessary for compliance monitoring, and include appropriate flowdown provisions in any subcontracts. Any disputes arising under this Agreement shall be resolved in accordance with the dispute resolution provisions set forth in Exhibit C or, if none, by negotiation and then by litigation in the courts of the governing law state.

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