MOTHER BEAR CHARITABLE FOUNDATION, INC. CHARITABLE GRANT AGREEMENT This Charitable Grant Agreement (this or the Agreement ) is entered into as of the day of, 20, by and between MOTHER BEAR CHARITABLE FOUNDATION, INC. (hereinafter referred to as the Foundation ), an Indiana not-for-profit corporation, and (hereinafter referred to as Grantee ). In consideration of the promises set forth in this Agreement, the Foundation and Grantee agree to the following: 1. Background of Agreement; Tax Status. Grantee represents and warrants to the Foundation that Grantee is a [ public charity / private foundation ] exempt from federal taxation pursuant to Section of the Internal Revenue Code (hereinafter the Code ). Grantee further represents and warrants to the Foundation that Grantee has no adverse legal action pending against Grantee. Grantee will notify the Foundation immediately, in writing, of any change in Grantee s tax exemption status. [The following provision will only apply to public charities: Grantee represents and covenants to Foundation that the Foundation s grant will not result in a loss of Grantee s classification as an organization which is not a private foundation]. 2. Purpose of Grant. Grantee will use the grant proceeds exclusively for the following purpose: 1
3. Prohibited Use of Grant Proceeds. The Grantee will not use any part of the grant proceeds (a) to carry on propaganda or otherwise attempt to influence legislation, (b) to participate or intervene in (including the publication or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office, (c) to use said proceeds for any purpose prohibited by the laws of the United States, including applicable laws prohibiting the support of terrorism or terrorist organizations. 4. Amount of Grant. The Foundation will pay Grantee, in payment(s), an amount in the sum of in the form of (check, wire transfer) to (address, bank, wire transfer number). 5. Grant Period. The grant period begins on the date this Agreement is executed. The grant period ends. 6. Obligation to Repay Grant Proceeds. Grantee will repay the Foundation any portion of the grant proceeds used for any purpose inconsistent with the terms of this Agreement or used for any purpose inconsistent with Grantee s tax-exempt purpose. 7. Return of Grant Proceeds. Grantee will return to the Foundation any unexpended funds at the earlier of the following (a) no later than the fourteenth (14 th ) day after the date on which the grant period ends, (b) no later than the fourteenth (14 th ) day after the date on which the Foundation determines Grantee has not performed in accordance with this Agreement, or (c) immediately, if the Grantee loses its tax exemption status. 2
8. Requirement to Maintain Records. Grantee will restrict the use of grant proceeds to the purpose of this Agreement. Grantee will designate on Grantee s accounting and financial records said use of grant proceeds. Grantee will retain receipts and disbursements related to this Agreement. The Foundation may inspect, audit, or copy the Grantee s records pertaining to this Agreement. 9. Reporting by Grantee. Grantee will furnish the Foundation with two (2) written progress reports on the use and status of grant proceeds. (a) No later than the fourteenth (14 th ) day following the date which is six (6) months after the date of this Agreement, Grantee will submit to the Foundation its first progress report. Grantee will include the following information in the first progress report: No later than the fourteenth (14 th ) day following the date which is twelve (12) months after the date of this Agreement, Grantee will include, in addition to the information contained in paragraph (a) of this Section: 10. Monitoring by the Foundation. The Foundation may monitor the use of grant proceeds. Monitoring may include visits by representatives of the Foundation to Grantee s facilities. 3
11. Policy on Statements Concerning Grant. Grantee will not issue a news release concerning this Agreement, unless Grantee obtains written approval from the Foundation. The term news release includes, but is not limited to, an interview (in person or telephonically) and a statement or letter (written or emailed). The Foundation will approve or deny Grantee s request to approve a news release no later than twenty (20) days after the date on which the Foundation receives Grantee s written request. 12. Additional Support. This charitable grant is made with the understanding that the Foundation has no obligation to provide other or additional support to Grantee. 13. Indemnification of the Foundation. Grantee covenants to indemnify, defend and hold harmless the Foundation from any liability, loss, cost, expense, injury, damage or other expense that may be incurred by the Foundation or claimed by any third person against the Foundation as a result of the Foundation s funding of the project or any action or non-action taken in connection with the grant. 14. Severability. If any part of this Agreement is rendered or declared invalid by a court of competent jurisdiction of the State of Indiana, such invalidation of such part or portion of this Agreement should not invalidate the remaining portions thereof, and they shall remain in full force and effect. 15. Modification of Agreement. A modification of this Agreement is effective only if signed by both the Foundation and Grantee. 16. Entirety of Agreement. This Agreement sets forth the entire agreement and understanding between the 4
Foundation and Grantee. 17. Governing Law. This Agreement shall be governed by the law of the State of Indiana. IN WITNESS WHEREOF, the Foundation and Grantee have caused this Agreement to be executed on the dates set forth below. Date:, 20 By: Name: Title: Foundation Date:, 20 By: Name: Title: Grantee H:\CORP\Mother Bear Foundation, Inc\Prototype Grant Agreement v 2.doc 5