[{"id":"9c67a886-50a2-411c-9ccb-0dc81a1d8340","order":1,"text":"FISCAL SPONSORSHIP AGREEMENT","fontSize":"22","textAlign":"center","bold":true,"underline":false,"marginBottom":"30","cflou":false,"active":true,"marginTop":"0"},{"id":"f4bfc800-798b-4e45-adf1-ec2eb9a3bd1b","order":2,"text":"This Fiscal Sponsorship Agreement (this \"Agreement\") is entered into and made effective as of [Effective Date] (the \"Effective Date\"), by and between:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"cb6b689b-eb06-43c6-b1e2-774ba60e35ef","order":3,"text":"[Sponsor Legal Name], organized as [entity type] under the laws of the State of [State], recognized as exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the \"Code\"), Federal Employer Identification Number [EIN], with its principal office located at [Street Address], [City, State, ZIP] (the \"Sponsor\");","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"38ef403a-ffd8-4ca3-966c-0ead5bc0b464","order":4,"text":"and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cf56438c-9625-4a62-92b2-6f7547916205","order":5,"text":"[Project Lead Full Name], an individual residing at [Project Lead Address], acting in his or her capacity as the founder and principal organizer of the unincorporated charitable initiative known as [Project Name] (the \"Project\" and, together with the Project Lead, the \"Project Party\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"a4ceb005-cfc4-4ed5-ae1d-7971f61049c2","order":6,"text":"The Sponsor and the Project Party are sometimes referred to herein individually as a \"Party\" and collectively as the \"Parties\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"25","cflou":false,"active":true},{"id":"d84aa559-7b60-4e47-876b-17553f67da96","order":7,"text":"RECITALS","fontSize":"16","textAlign":"center","bold":true,"underline":true,"marginBottom":"15","cflou":false,"active":true},{"id":"545cf4e9-1dcb-4586-9332-5b2fcc057fac","order":8,"text":"WHEREAS, the Sponsor is a nonprofit corporation duly organized and existing under the laws of the State of [State] and has been determined by the Internal Revenue Service to be exempt from federal income taxation under Section 501(c)(3) of the Code, and to be a public charity within the meaning of Sections 509(a)(1) and 170(b)(1)(A)(vi) of the Code;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7d3d245b-76f4-43d7-bddc-96f580580907","order":9,"text":"WHEREAS, the Project Party desires to operate the Project, which has charitable, educational and/or scientific purposes consistent with Section 501(c)(3) of the Code, but is not itself recognized as a tax-exempt organization and accordingly cannot directly receive tax-deductible contributions for the support of the Project;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c4fb3b5c-4ef7-40d4-9881-a33036d51837","order":10,"text":"WHEREAS, the Project Party has approached the Sponsor with a request that the Sponsor adopt the Project as a sponsored program of the Sponsor in order that the Project may receive tax-deductible contributions and grants for its charitable activities, and the Sponsor, after due consideration by its Board of Directors, has determined that the Project furthers the Sponsor's charitable mission and qualifies for fiscal sponsorship; and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"283f70c6-caf7-446a-9ec2-5b7233114fd2","order":11,"text":"WHEREAS, the Parties wish to establish the terms and conditions under which the Sponsor will provide fiscal sponsorship services to the Project, in a manner that satisfies the requirements of the Internal Revenue Service for the maintenance of the Sponsor's tax-exempt status and the deductibility of contributions made for the support of the Project;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"cc872d40-9e5f-433b-97da-8ee19d04280a","order":12,"text":"NOW, THEREFORE, in consideration of the mutual covenants, representations and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"25","cflou":false,"active":true},{"id":"f4975144-3e75-4279-9908-ee567c94d362","order":13,"text":"1. ADOPTION OF THE PROJECT AND CHARITABLE PURPOSE","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"15","cflou":false,"active":true,"sectionNum":"S01"},{"id":"033e56eb-2328-46df-bc9f-fe6a677543ad","order":14,"text":"Effective as of the Effective Date, the Sponsor hereby adopts the Project as an internal program of the Sponsor, subject to all of the terms and conditions of this Agreement. The Project shall operate under the name [Project Name] or such other name as the Parties may mutually agree in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e589bcd4-8073-4ac2-9939-2487747e4a5a","order":15,"text":"The exclusive charitable, educational and/or scientific purpose of the Project shall be the following: [Description of the charitable purpose, activities and beneficiaries of the Project] (the \"Project Purpose\"). All activities of the Project shall be conducted exclusively in furtherance of, and shall be limited to, the Project Purpose, and shall at all times comply with the requirements applicable to organizations described in Section 501(c)(3) of the Code.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"27bb265f-e88f-4863-8eec-a2fada55884a","order":16,"text":"No activity of the Project shall be conducted that would be inconsistent with the Sponsor's tax-exempt status. In particular, no part of the activities of the Project shall consist of carrying on propaganda or otherwise attempting to influence legislation other than to an insubstantial extent (within the meaning of Section 501(c)(3) of the Code), and the Project shall not participate or intervene, directly or indirectly, in any political campaign on behalf of, or in opposition to, any candidate for public office.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"25","cflou":false,"active":true},{"id":"e01e2989-60b3-4988-84fd-d83d3fac6cc5","order":17,"text":"2. VARIANCE POWER; OWNERSHIP OF FUNDS AND ASSETS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"15","cflou":false,"active":true,"sectionNum":"S02"},{"id":"c32fe800-81b1-462a-8445-9b3214c61efc","order":18,"text":"All contributions, grants, and other funds received by the Sponsor for the support of the Project (collectively, \"Project Funds\"), and all property acquired with such Project Funds (including, without limitation, equipment, supplies, intellectual property and tangible goods), shall be the sole and exclusive property of the Sponsor. The Sponsor shall hold legal title to all such assets.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"83aad619-0333-4a51-acf6-25af259e3b3c","order":19,"text":"Notwithstanding the foregoing, the Sponsor agrees to use such Project Funds and property exclusively for the Project Purpose, subject to the Sponsor's variance power set forth below. Donor restrictions shall be honored to the maximum extent consistent with applicable law and the Sponsor's tax-exempt status.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4b5f5249-754e-4f6a-bffa-5483977548fa","order":20,"text":"The Sponsor expressly reserves the right, exercisable solely in its sound discretion by its Board of Directors or its duly authorized delegate, to redirect, modify or terminate any restriction on the use of Project Funds (the \"Variance Power\") if the Sponsor determines that: (a) the Project Purpose has become impossible, impracticable, unlawful or wasteful to carry out; (b) continued use of the funds for the Project would jeopardize the Sponsor's tax-exempt status; or (c) the use of such funds otherwise no longer serves the charitable mission of the Sponsor. In any such event, the Sponsor shall use the affected funds for charitable purposes as similar as reasonably practicable to the Project Purpose, consistent with applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1b2b729c-17fc-4764-b3c6-33c337fb094f","order":21,"text":"The Project Party acknowledges and agrees that the Variance Power is an essential element of the Sponsor's compliance with the requirements of Section 501(c)(3) of the Code and the duties of its Board of Directors, and that contributions to the Project shall not be deemed earmarked, conduit contributions to the Project Party. The Sponsor shall exercise full discretion and control over the use of all Project Funds.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"25","cflou":false,"active":true},{"id":"c899fe11-f0b2-4d81-8378-f815dfe46b96","order":22,"text":"3. SEGREGATION OF FUNDS; FINANCIAL ADMINISTRATION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"15","cflou":false,"active":true,"sectionNum":"S03"},{"id":"a88f75ea-9f95-4aa9-a84a-b198b212988e","order":23,"text":"The Sponsor shall account for Project Funds in [a restricted fund within the Sponsor's general accounts], established and operated for the exclusive benefit of the Project. The Sponsor shall keep accurate books and records reflecting all receipts and disbursements relating to the Project, in accordance with generally accepted accounting principles consistently applied.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8777e822-0939-4582-8a22-fa5fa081a82c","order":24,"text":"As of the Effective Date, the Project Party shall transfer to the Sponsor, or cause to be transferred, the following initial funds and/or assets, if any, for the benefit of the Project: [Description of initial contribution or \"none\"].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c4c532e9-a903-46ee-9247-eb8d954919a9","order":25,"text":"The Sponsor shall acknowledge in writing all contributions made to it in support of the Project, in accordance with the substantiation requirements of Section 170(f) of the Code and the Treasury Regulations promulgated thereunder. The Sponsor shall be the donee of record for all such contributions, and all donor receipts shall be issued in the name of the Sponsor.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"aa4c3b66-afa2-4dc3-9258-e7b8c9501f00","order":26,"text":"The Sponsor shall furnish the Project Lead with a written statement of Project receipts, disbursements and fund balance not less than quarterly, and at such other intervals as the Sponsor may reasonably determine. The Project Lead may inspect the books and records of the Project upon reasonable prior written notice during the Sponsor's normal business hours.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"25","cflou":false,"active":true},{"id":"6af6d383-e243-4575-adf3-ed44425b4c3b","order":27,"text":"4. PROJECT LEAD; DELEGATED MANAGEMENT","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"15","cflou":false,"active":true,"sectionNum":"S04"},{"id":"2f30c319-47ba-46d6-8f1d-976f5034f82c","order":28,"text":"The Project Party designates, and the Sponsor accepts, [Project Lead Full Name], as the principal operational manager of the Project (the \"Project Lead\"). The Project Lead may use the title of [Project Lead Title] in connection with the affairs of the Project, provided that any such title shall not be construed to convey the authority of an officer of the Sponsor except to the extent expressly authorized in writing by the Sponsor.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b0c3e8c3-5acb-47d6-bd28-1107bead5a95","order":29,"text":"The Project Lead shall be responsible for the day-to-day management of the Project, including programmatic planning, recruitment of volunteers, donor relations, communications and the preparation of program reports, in each case subject to the Sponsor's ultimate authority and oversight. The Project Lead shall promptly notify the Sponsor of any material developments affecting the Project, including any actual or threatened litigation, investigation or material change in funding.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ec9f14bd-8591-4473-a5bb-04b338588440","order":30,"text":"The Project Lead is not an officer, director or employee of the Sponsor by virtue of this Agreement, and shall have no authority to bind the Sponsor or to incur any obligation on the Sponsor's behalf, except as expressly authorized in writing by the Sponsor. The Project Lead shall not represent himself or herself as having such authority.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7541239e-bf11-4598-b8c7-817e97e15308","order":31,"text":"Any disbursements from Project Funds shall be made by the Sponsor in accordance with the Sponsor's then-current financial policies and procedures, upon written request by the Project Lead and subject to the Sponsor's approval, which approval shall not be unreasonably withheld provided that the proposed disbursement furthers the Project Purpose and complies with applicable law and the Sponsor's policies.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"25","cflou":false,"active":true},{"id":"4565cf8e-5f8c-4ab9-960d-71b2dd39a3c7","order":32,"text":"5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PROJECT PARTY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"15","cflou":false,"active":true,"sectionNum":"S05"},{"id":"8ef03147-9f19-41b7-aeb0-47128f7fabb4","order":33,"text":"The Project Party hereby represents, warrants and covenants to the Sponsor as follows:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9b447351-0346-4093-8882-83bd491e61ff","order":34,"text":"(a) The Project Party has full power and authority to enter into and perform this Agreement, and the execution and delivery of this Agreement does not violate any agreement, judgment or instrument to which the Project Party is a party or by which the Project Party is bound;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"e442a335-c1ba-4c71-b913-814ee27238e7","order":35,"text":"(b) The Project shall be operated exclusively for charitable, educational and/or scientific purposes within the meaning of Section 501(c)(3) of the Code, and shall not engage in any activity inconsistent with such purposes;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"311894de-4c03-4b6a-bd66-9aaeee15438b","order":36,"text":"(c) No part of the net earnings of the Project shall inure to the benefit of, or be distributable to, the Project Lead, any director, officer or other private individual, except that the Sponsor may pay reasonable compensation for services actually rendered to the Project, consistent with the Sponsor's compensation policies;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"b81fbc8b-495c-4e09-b409-52f415c44027","order":37,"text":"(d) The Project shall not participate or intervene, directly or indirectly, in any political campaign on behalf of, or in opposition to, any candidate for public office, nor shall it engage in any prohibited \"action organization\" activities within the meaning of Treasury Regulation Section 1.501(c)(3)-1(c)(3);","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"88a30139-1c64-497f-86dc-dbeca7749293","order":38,"text":"(e) The Project Party shall comply with all federal, state and local laws applicable to the operation of the Project, including, without limitation, anti-terrorism financing regulations (including Executive Order 13224 and the USA PATRIOT Act), employment laws, fundraising registration requirements, data protection laws, and laws applicable to charitable solicitations in each jurisdiction in which the Project solicits or accepts contributions;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"937950fb-bd19-4137-a85e-416a005668ae","order":39,"text":"(f) All grant proposals, fundraising materials, donor communications, websites, social media content and other public-facing materials related to the Project shall, prior to dissemination, conform to the Sponsor's branding, fundraising and content standards, and shall accurately identify the Sponsor as the fiscal sponsor and tax-exempt recipient of contributions. The Project Party shall, upon the Sponsor's reasonable request, provide such materials for prior review;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"b1055543-dd17-4a5c-bd27-f58db2e70107","order":40,"text":"(g) The Project Party shall furnish to the Sponsor, on a timely basis, all programmatic, financial and grant-reporting information reasonably requested by the Sponsor in order for the Sponsor to comply with its reporting obligations (including, without limitation, Form 990 reporting, audited financial statements, and reporting required by grantors);","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"49bd3f27-1927-43c4-be61-efae244323d4","order":41,"text":"(h) The Project Party shall not knowingly take any action, or fail to take any action, that would adversely affect the Sponsor's tax-exempt status, expose the Sponsor to material liability, or cause the Sponsor to be in breach of any obligation to a donor, grantor or governmental authority; and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"d875d800-dd63-4eaa-b9ac-39d9b24c9d94","order":42,"text":"(i) The Project Party has disclosed to the Sponsor any actual or potential conflict of interest of the Project Lead or any related party, and shall promptly disclose any such conflict that may arise during the term of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"25","cflou":false,"active":true},{"id":"2ec110dd-86e5-4ef7-842b-b9500cb29a28","order":43,"text":"6. ADMINISTRATIVE FEE","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"15","cflou":false,"active":true,"sectionNum":"S06"},{"id":"b8850ee8-3c58-4d37-ae1e-a47aacafdfdb","order":44,"text":"In consideration of the administrative, financial, legal, accounting and compliance services rendered by the Sponsor under this Agreement, the Sponsor shall deduct from the Project Funds, and retain for its own account, an administrative fee equal to [X]% of all gross contributions, grants and other revenues received for the support of the Project (the \"Administrative Fee\"). The Administrative Fee shall be assessed [at the time each contribution is received].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ee488d1c-4e92-462c-8b20-e6ca6d9e504c","order":45,"text":"Notwithstanding the foregoing, the Administrative Fee assessed in any calendar month shall not be less than US$ [minimum amount] (the \"Minimum Fee\"), and any shortfall between the percentage-based fee and the Minimum Fee shall be deducted from the Project Funds on the last business day of the relevant month.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"430cd9e8-f8b4-4f25-be43-a2461138a244","value":"1","type":"add","operator":"="}]},{"id":"6887ed7c-087b-4aec-8a22-367e6cbb2911","order":46,"text":"The Sponsor may, from time to time and upon not less than sixty (60) days' prior written notice to the Project Lead, revise the Administrative Fee schedule, provided that any such revision shall apply prospectively only. The Project Party's exclusive remedy in the event of an unacceptable revision shall be to terminate this Agreement in accordance with the Term and Termination provisions of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9333ce16-8912-47d0-8662-ef2c0ddd8bcd","order":47,"text":"The Administrative Fee is consideration for general administrative services and is not contingent on the amount of any specific contribution or grant. The Parties acknowledge that the Administrative Fee is intended to be reasonable compensation for actual services rendered and is consistent with the standards of Section 4958 of the Code (intermediate sanctions).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"25","cflou":false,"active":true},{"id":"a1f9a245-bd41-4ffd-bbb8-3604c07085ba","order":48,"text":"7. INTELLECTUAL PROPERTY; USE OF NAMES AND MARKS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"15","cflou":false,"active":true,"sectionNum":"S07"},{"id":"f813475f-6af9-4a1b-967a-d9ffb9da4b9d","order":49,"text":"All intellectual property (including, without limitation, copyrights, trademarks, trade names, domain names, works of authorship, databases and trade secrets) developed, acquired or used in connection with the Project during the term of this Agreement (collectively, the \"Project IP\") shall be the sole and exclusive property of the Sponsor. To the extent necessary, the Project Party hereby assigns, and shall cause its agents, contractors and volunteers to assign, to the Sponsor all right, title and interest in and to such Project IP, and shall execute such further documents as the Sponsor may reasonably request to perfect such assignment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c1627a95-478a-4ae5-b317-f00fde57c426","order":50,"text":"The Sponsor grants the Project Party a limited, non-exclusive, non-transferable, royalty-free license, terminable upon termination of this Agreement, to use the Project IP solely for the conduct of the Project consistent with this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c7b08a40-66da-46d4-847c-095131282819","order":51,"text":"The Project Party shall not use the Sponsor's name, logo, marks or any reference to the Sponsor's tax-exempt status in any manner other than in accordance with the Sponsor's then-current guidelines and with the prior written approval of the Sponsor. Upon termination of this Agreement, the Project Party shall cease all use of the Sponsor's name and marks and any reference to its affiliation with the Sponsor.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"25","cflou":false,"active":true},{"id":"cbb034ba-c9a1-4741-b60c-ba62881f2d3a","order":52,"text":"8. INSURANCE; INDEMNIFICATION; LIMITATION OF LIABILITY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"15","cflou":false,"active":true,"sectionNum":"S08"},{"id":"44e094c4-723c-421d-8c05-775620353370","order":53,"text":"The Project Party shall, at its own expense (and out of Project Funds to the extent so authorized by the Sponsor), procure and maintain insurance coverage appropriate to the activities of the Project, including, without limitation, general liability insurance with a minimum combined single limit of not less than US$ [minimum amount] per occurrence. The Sponsor shall be named as an additional insured under each such policy. Certificates of insurance shall be furnished to the Sponsor promptly upon issuance and renewal.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5690078c-9d9f-4dda-b099-3856a6dcc93d","value":"1","type":"add","operator":"="}]},{"id":"61036780-c8b3-4d51-af06-aea249346809","order":54,"text":"The Project Party shall indemnify, defend and hold harmless the Sponsor and its directors, officers, employees, agents and volunteers (each, an \"Indemnified Party\") from and against any and all claims, demands, suits, losses, damages, liabilities, judgments, fines, penalties, taxes, costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements) (collectively, \"Losses\") that any Indemnified Party may sustain or incur by reason of, or arising out of: (a) any act or omission of the Project Party, the Project Lead or any person acting on behalf of the Project; (b) any breach of any representation, warranty or covenant of the Project Party set forth in this Agreement; (c) any negligence or willful misconduct of the Project Party or any person acting on behalf of the Project; or (d) any loss of, or damage to, tax-exempt status of the Sponsor caused by any act or omission of the Project Party or any person acting on behalf of the Project.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6c3124a3-f066-4247-b440-189163872ac0","order":55,"text":"EXCEPT FOR THE SPONSOR'S OBLIGATIONS WITH RESPECT TO THE PROJECT FUNDS AS EXPRESSLY SET FORTH HEREIN, IN NO EVENT SHALL THE SPONSOR BE LIABLE TO THE PROJECT PARTY OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF DONATIONS, LOSS OF GOODWILL OR LOSS OF OPPORTUNITY) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROJECT, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT FORESEEABLE.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cc936231-f513-4943-81c8-e9f2257bc343","order":56,"text":"The aggregate liability of the Sponsor to the Project Party arising out of or relating to this Agreement shall not exceed the aggregate amount of Project Funds then held by the Sponsor on behalf of the Project at the time the relevant claim arises, less any liabilities of the Project then due and payable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"25","cflou":false,"active":true},{"id":"ca1fa346-85e6-4c7c-925b-8cfae50a12e2","order":57,"text":"9. TERM AND TERMINATION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"15","cflou":false,"active":true,"sectionNum":"S09"},{"id":"17ee0c84-b540-4b68-91c9-250800f74f42","order":58,"text":"This Agreement shall commence on the Effective Date and shall continue in full force and effect until terminated in accordance with the termination provisions set forth below.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f52249dc-0387-4a23-9d59-8c08759eb143","value":"indefinite","type":"add","operator":"="}]},{"id":"55f79e01-2729-42f6-a79a-9ef1e5af9d17","order":59,"text":"This Agreement shall commence on the Effective Date and, subject to earlier termination in accordance with the termination provisions set forth below, shall continue in full force and effect for an initial term of [Number] months from the Effective Date, after which it shall automatically renew for successive one (1) year terms unless either Party gives written notice of non-renewal not less than sixty (60) days prior to the expiration of the then-current term.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f52249dc-0387-4a23-9d59-8c08759eb143","value":"fixed","type":"add","operator":"="}]},{"id":"d1ac5a07-f8ca-413f-971b-6f33dc3427af","order":60,"text":"Either Party may terminate this Agreement, with or without cause, by giving the other Party not less than [Number] days' prior written notice of termination.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d2d9cda5-16f0-473a-9e55-4bdabaf84aa6","order":61,"text":"The Sponsor may terminate this Agreement immediately by written notice to the Project Party if: (a) the Project Party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days of receipt of written notice thereof; (b) the Sponsor determines, in its reasonable discretion, that continued sponsorship of the Project would jeopardize its tax-exempt status, expose it to material liability, or violate applicable law; (c) the Project Party becomes insolvent, is the subject of a bankruptcy petition or makes a general assignment for the benefit of creditors; or (d) the Project Party engages in any conduct that the Sponsor reasonably determines to be inconsistent with the Sponsor's mission, values or reputation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3153100b-38c3-45c6-bab8-1c3e66017ef4","order":62,"text":"Upon termination of this Agreement, the Sponsor shall, after settlement of all liabilities then attributable to the Project (including, without limitation, any unpaid Administrative Fee, indemnification obligations, and grant or donor restrictions) and subject in all events to the Variance Power and applicable law, transfer the remaining Project Funds, together with any tangible assets of the Project, to another organization that is exempt from federal income tax under Section 501(c)(3) of the Code and whose charitable purposes are substantially similar to the Project Purpose, designated by the Project Party and approved by the Sponsor in its sole discretion. If no such suitable successor organization is identified and approved within ninety (90) days of termination, the Sponsor may, in its sole discretion, retain such Project Funds and apply them to other charitable purposes of the Sponsor that are as similar as reasonably practicable to the Project Purpose.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c6a4cc2b-df0a-4ffc-82be-867fd51b42d2","order":63,"text":"The provisions of this Agreement relating to the Variance Power, the representations, warranties and covenants of the Project Party, intellectual property, indemnification and limitation of liability, post-termination distribution of Project Funds, governing law and dispute resolution, and notices shall survive the termination of this Agreement, together with any other provision that by its nature is intended to survive.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"25","cflou":false,"active":true},{"id":"09617dca-0379-4397-85c8-2d7908e6591d","order":64,"text":"10. ADVISORY COMMITTEE","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"15","cflou":false,"active":true,"displayConditions":[{"field":"1829e0be-83db-4124-a1f3-b542fc213e11","value":"1","type":"add","operator":"="}],"sectionNum":"S10"},{"id":"69b4d92e-d939-4cf1-8adf-2c459c750db0","order":65,"text":"The Project Party may establish an advisory committee for the Project (the \"Advisory Committee\") to assist the Project Lead in setting strategic direction, evaluating programs, and advising on funding priorities. The Advisory Committee shall be advisory only and shall have no authority to bind the Sponsor or to direct the use of Project Funds, all such authority remaining exclusively with the Sponsor's Board of Directors. The composition, governance and meeting procedures of the Advisory Committee shall be subject to the Sponsor's prior written approval, such approval not to be unreasonably withheld.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"1829e0be-83db-4124-a1f3-b542fc213e11","value":"1","type":"add","operator":"="}]},{"id":"8309d4e8-27da-4531-a3d4-1cbfeb7190af","order":66,"text":"Members of the Advisory Committee shall serve without compensation, except for reimbursement of reasonable out-of-pocket expenses approved in advance by the Sponsor, and shall be subject to such conflict-of-interest and confidentiality obligations as the Sponsor may from time to time prescribe.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"25","cflou":false,"active":true,"displayConditions":[{"field":"1829e0be-83db-4124-a1f3-b542fc213e11","value":"1","type":"add","operator":"="}]},{"id":"de8472e4-2b43-4eae-acef-956378e0ff62","order":67,"text":"11. GOVERNING LAW AND DISPUTE RESOLUTION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"15","cflou":false,"active":true,"sectionNum":"S11"},{"id":"036266b5-b38a-485e-8a3a-1c5548b1b470","order":68,"text":"This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of [State], without giving effect to its conflict of laws principles. The Parties agree to comply with all applicable federal laws governing tax-exempt organizations, including the Internal Revenue Code and the regulations promulgated thereunder.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2ff9b948-10ff-4745-b8ad-89418ce00c9b","order":69,"text":"The Parties shall use good faith efforts to resolve amicably any controversy, claim or dispute arising out of or relating to this Agreement (a \"Dispute\") through direct negotiation between authorized representatives of the Sponsor and the Project Party. If a Dispute is not resolved within thirty (30) days after written notice from one Party to the other, the Parties shall attempt in good faith to resolve the Dispute by non-binding mediation administered by a mutually agreed mediator in [City, State], with the costs of mediation shared equally.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d292ce81-ce61-4b0e-ac2e-2d87ec7883a6","order":70,"text":"If the Dispute is not resolved by mediation within sixty (60) days after a Party first invokes mediation, either Party may bring an action in the state or federal courts located in [City, State], and each Party hereby irrevocably submits to the exclusive jurisdiction of such courts. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3a0cfa91-0c04-422b-9b2b-698befe2e888","order":71,"text":"In any action or proceeding to enforce rights or remedies under this Agreement, the prevailing Party shall be entitled to recover from the other Party its reasonable attorneys' fees, costs and expenses, in addition to any other relief to which it may be entitled.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"25","cflou":false,"active":true},{"id":"9741e407-7d5d-449f-93b9-104a087b3042","order":72,"text":"12. NOTICES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"15","cflou":false,"active":true,"sectionNum":"S12"},{"id":"9ed89f88-7670-480f-aedf-f559170a247c","order":73,"text":"All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given (a) when personally delivered, (b) one (1) business day after being deposited with a nationally recognized overnight courier (with delivery confirmation), (c) three (3) business days after being deposited in the United States mail, postage prepaid, certified or registered, return receipt requested, or (d) upon confirmed receipt when sent by electronic mail to the addresses set forth below (or such other address as a Party may designate in writing from time to time):","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"631f5618-9d44-4a92-8500-b8d365542895","order":74,"text":"If to the Sponsor:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"b3cbff81-bfb6-4065-b19b-1e37e208e4e3","order":75,"text":"[Sponsor Legal Name]
[Street Address]
[City, State, ZIP]
Attention: [Sponsor Signatory Name], [Title]
Email: [sponsor@email.com]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"efbab5a5-667e-440f-be44-864a094a8709","order":76,"text":"If to the Project Party:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"6d4dc71b-6eaf-4a35-8543-658ac40dbc84","order":77,"text":"[Project Lead Full Name]
c/o [Project Name]
[Project Lead Address]
Email: [lead@email.com]
Telephone: [Phone]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"25","cflou":false,"active":true},{"id":"949ff76f-44c6-4fe1-83d0-1de0d83163b3","order":78,"text":"13. MISCELLANEOUS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"15","cflou":false,"active":true,"sectionNum":"S13"},{"id":"111f7aa4-fce5-4baa-81b7-bd7d4aa09933","order":79,"text":"Independent Contractor. The relationship between the Sponsor and the Project Party is that of principal and independent contractor, and nothing in this Agreement shall be construed to create a partnership, joint venture, agency or employer-employee relationship between the Parties. Neither Party shall have any authority to act as agent for the other, except as expressly set forth herein.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b8fd1964-31e4-4209-aa73-3208c1225b61","order":80,"text":"Entire Agreement. This Agreement, together with any exhibits and schedules attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"28d6b383-674c-4500-99fd-3c7df5dde318","order":81,"text":"Amendment. This Agreement may not be amended, modified or supplemented except by a written instrument signed by an authorized representative of each Party. No waiver of any provision of this Agreement shall be effective unless in writing signed by the Party against whom such waiver is asserted, and no such waiver shall constitute a continuing waiver of such provision or a waiver of any other provision.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9d0594a3-cf2e-4e30-9b93-f4aec24ee10c","order":82,"text":"Assignment. Neither Party may assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party, except that the Sponsor may assign this Agreement to a successor entity in connection with a merger, consolidation, reorganization or sale of substantially all of its assets, provided that the successor is itself an organization exempt from federal income tax under Section 501(c)(3) of the Code. Any purported assignment in violation of this paragraph shall be void.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"92da7a8b-2861-4632-8253-7153e323312d","order":83,"text":"Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and such provision shall be reformed to the minimum extent necessary to render it enforceable while preserving the Parties' intent.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4a21d0e6-deb6-4f8a-853d-d0a50537a00f","order":84,"text":"Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile, electronic mail (including in PDF format) or any nationally recognized electronic signature service (such as DocuSign or Adobe Sign) shall have the same force and effect as original signatures, and shall be admissible in evidence to the same extent as an original signature.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fcba3ebd-0908-4966-989f-8a09fb74bfb6","order":85,"text":"No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0de03ecf-12bb-4dde-92a7-b27fc163d828","order":86,"text":"Headings; Construction. The headings used in this Agreement are for convenience only and shall not be considered in the interpretation hereof. The words \"include,\" \"includes\" and \"including\" shall be deemed to be followed by the phrase \"without limitation.\" References to \"days\" mean calendar days unless otherwise specified.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1e1bec51-ac89-4a65-8b4b-0d35a598b1c2","order":87,"text":"Further Assurances. Each Party shall execute and deliver such further documents, and shall take such further actions, as may be reasonably necessary to give effect to the terms and intent of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"25","cflou":false,"active":true},{"id":"9c117e14-81a5-4569-b1ad-686d50dfe67e","order":88,"text":"IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the Effective Date first written above.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"a315b72c-ec55-4eb2-aeff-fb083aae839d","order":89,"text":"THE SPONSOR:","fontSize":"14","textAlign":"left","bold":true,"underline":true,"marginBottom":"15","cflou":false,"active":true},{"id":"83fbd61e-e5d5-42e0-96b5-224f53a0f93c","order":90,"text":"[Sponsor Legal Name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"8900135f-24a8-493c-a317-66e969a262fc","order":91,"text":"By: ____________________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"0e6a04e0-2d48-4059-9bdb-20870415708a","order":92,"text":"Name: [Sponsor Signatory Name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"d6923b5c-8e45-40e7-8258-b02c343e50de","order":93,"text":"Title: [Title]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"a6ebc37f-2c10-44ec-a195-399314c3f2b1","order":94,"text":"Date: ____________________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"0d2d42b6-da58-4f59-a5fa-f72b9eb4b768","order":95,"text":"THE PROJECT PARTY:","fontSize":"14","textAlign":"left","bold":true,"underline":true,"marginBottom":"15","cflou":false,"active":true},{"id":"5d7fa09f-b651-4f6c-80d1-596c6a7a2d74","order":96,"text":"By: ____________________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"2f3de037-16ed-433a-b448-f8476bf1963b","order":97,"text":"Name: [Project Lead Full Name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"6d4dabd8-91f1-4d1d-ba80-d814b181d230","order":98,"text":"Title: [Project Lead Title], on behalf of [Project Name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"52d3b8f7-1545-497e-bbaf-9888cd278252","order":99,"text":"Date: ____________________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true}]