Terms & Conditions - Investopedia.org 2018 Grant Agreement
DRAFT ONLY, TERMS ARE SUBJECT TO CHANGE WITHOUT NOTICE
GRANT AMOUNT: Investopedia, LLC (the “Company”) will pay the grantee (“You”) a total grant amount of $____________ (the “Grant Funds”).
PAYMENT: The Grant Funds will be paid on _________________.
REPORTING: You will provide status reports and updates to the Company as requested. By April 1, 2019 You will submit a report to the Company which will outline how the Grant Funds were implemented, including an expenditures budget. You agree to submit other reports the Company may reasonably request relating to the Grant Funds.
USE OF GRANT FUNDS: The Company is awarding You this grant to carry out the project described in the grant application submitted by you (the "Application"), or for general operating support, in the Company’s sole discretion, and pursuant to the Investopedia.org-2018 Funding Guidelines and the terms of this Agreement. The purpose of the grant is to further the mission of enhancing financial empowerment among low-income individuals and communities. You may not use Grant Funds to reimburse any expenses You incurred prior to the date on which the Grant Funds are provided to you by the Company. At the Company’s request, You will repay any portion of Grant Funds and/or income therefrom used or committed in material breach of this Agreement, as determined by the Company in its sole discretion.
SUBGRANTS AND SUBCONTRACTS: You are strictly prohibited from subgranting the Grant Funds awarded hereunder.
RESPONSIBILITY FOR OTHERS: You are responsible for all acts and omissions of any of Your trustees, directors, officers, employees, contractors, contingent workers, agents, and affiliates assisting with the Application and ensuring their compliance with the terms of this Agreement.
ANTI-CORRUPTION AND ANTI-BRIBERY: You will not offer or provide money, gifts, or any other things of value directly or indirectly to anyone in order to improperly influence any act or decision relating to the Company or the Grant Funds, including by assisting any party to secure an improper advantage.
LOBBYING AND ELECTIONEERING PROHIBITION You may not use Grant Funds to influence the outcome of any election for public office or to carry on any voter registration drive. You acknowledge that the Company has not earmarked Grant Funds to support lobbying activities or to otherwise support attempts to influence legislation.
PUBLICITY BY THE COMPANY: The Company may, in its sole discretion, include information about this program, the grant, the use of the Grant Funds, and You on its website, in press releases, promotions, marketing activities, and other public statements. You hereby grant the Company a royalty-free, perpetual, worldwide, irrevocable license to use Your name and logo on its website and as part of press releases, public reports, speeches, newsletters, tax returns, promotions, marketing, and other public disclosures, and agree to cooperate with the Company with regard to any such uses.
PUBLICITY BY YOU: You must obtain the Company’s prior written approval before: (a) issuing a press release or other public announcement regarding this grant; and (b) any other public use of the Company’s name or logo. Please email Your request to: firstname.lastname@example.org two weeks in advance of your proposed use to provide the Company an opportunity to review and comment. You may not state or imply to third parties that the Company directly funds or otherwise endorses your activities.
COMPLIANCE WITH LAWS: In carrying out the Project, You will comply with all applicable laws, regulations, and rules and will not infringe, misappropriate, or violate the intellectual property, privacy, publicity, or any other rights of any third party.
RELIANCE: You acknowledge that the Company is relying on the information You provided in the Application and otherwise provided by you during the course of any due diligence conducted prior to the award of the grant and thereafter. You represent that the Company may continue to rely on this information and on any additional information You provide regarding your organization, including but not limited to your activities and relationships with other entities. You hereby agree to immediately notify the Company in the event You become aware of any governmental or legal investigation or inquiry into You or Your practices, or in the event you become aware of any facts that are contrary to the information You provided to the Company in the Application or otherwise.
TERMINATION: The Company may modify, suspend, or discontinue any payment of Grant Funds or terminate this Agreement if: (a) there is a change in Your control; (b) there is a change in Your tax status; (c) You fail to comply with this Agreement; (d) it learns that any information provided by You in the Application or otherwise is false or misleading. In such event the Company may, in its sole discretion, require the return of any Grant Funds already provided hereunder.
RECORD KEEPING: You will maintain complete and accurate accounting records and copies of any reports submitted to the Company relating to the use of the Grant Funds. You will retain such records and reports for 4 years after Grant Funds have been fully spent. At the Company’s request, You will make such records and reports available to enable the Company to monitor and evaluate how Grant Funds have been used or committed.
ENTIRE AGREEMENT AND AMENDMENTS: This Agreement contains the entire agreement of the Parties and supersedes all prior and contemporaneous agreements concerning its subject matter. Except as specifically permitted in this Agreement, no modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both Parties.
NOTICES AND APPROVALS: Written notices, requests, and approvals under this Agreement must be delivered by mail or email to the other Party’s primary contact specified by the other Party.
SEVERABILITY: Each provision of this Agreement must be interpreted in a way that is enforceable under applicable law. If any provision is held unenforceable, the rest of the Agreement will remain in effect.
ASSIGNMENT: You may not assign, or transfer by operation of law or court order, any of Your rights or obligations under this Agreement without the Company’s prior written approval. This Agreement will bind and benefit any permitted successors and assigns.
COUNTERPARTS AND ELECTRONIC SIGNATURES: Except as may be prohibited by applicable law or regulation, this Agreement and any amendment may be signed in counterparts, by facsimile, PDF, or other electronic means, each of which will be deemed an original and all of which when taken together will constitute one agreement. Facsimile and electronic signatures will be binding for all purposes. The following clauses will be included in project support grant agreements if relevant to your project, as determined by the Company. These terms are non-negotiable.
COMPLIANCE WITH REQUIREMENTS: You will conduct, control, manage, and monitor the project described in the Application and the use of the Grant Funds in compliance with all applicable ethical, legal, regulatory, and safety requirements, including applicable international, national, state, local, institutional, standards (“Requirements”). You will obtain and maintain all necessary approvals, consents, and reviews before conducting the applicable activity. If the project described in the Application involves: a. any protected information (including personally identifiable, protected health, or third-party confidential), You will not disclose this information to the Company without obtaining the Company’s prior written approval and all necessary consents to disclose such information; and/or b. children, students, or vulnerable subjects, You will obtain any necessary consents and approvals unique to these subjects. Any activities by the Company in reviewing documents and providing input or funding does not modify Your responsibility for determining and complying with all Requirements for the Project.
INDEMNIFICATION: You will indemnify, defend, and hold harmless the Company and its trustees, employees, and agents (“Indemnified Parties”) from and against any and all demands, claims, actions, suits, losses, damages (including property damage, bodily injury, and wrongful death), arbitration and legal proceedings, judgments, settlements, or costs or expenses (including reasonable attorneys’ fees and expenses) (collectively, “Claims”) arising out of or relating to the acts or omissions, actual or alleged, of You or Your employees, contractors, contingent workers, agents, and affiliates with respect to the use of the Grant Funds.
MONITORING, REVIEW, AND AUDIT: The Company may monitor and review Your use of the Grant Funds and compliance with this Agreement, which may include onsite visits to assess Your organization’s governance, management and operations, discuss Your program and finances, and review relevant financial and other records and materials. In addition, the Company may conduct audits, including onsite audits, at any time during the term of this Agreement, and within four years after Grant Funds have been fully spent. Any onsite visit or audit shall be conducted at the Company’s expense, following prior written notice, during normal business hours, and no more than once during any 12-month period.
INTERNAL OR THIRD PARTY AUDIT: If during the term of this Agreement You are audited by your internal audit department or by a third party, You will provide the audit report to the Company upon request, including the management letter and a detailed plan for remedying any deficiencies observed (“Remediation Plan”). The Remediation Plan must include (a) details of actions You will take to correct any deficiencies observed, and (b) target dates for successful completion of the actions to correct the deficiencies.
GOVERNING LAW: This Agreement shall be exclusively governed by New York law without respect to conflict of law provisions. The parties further agree to submit to personal jurisdiction in the state and federal courts of the State of New York as such courts shall serve as the exclusive venue for all dispute resolution.