DONATION AGREEMENT
This DONATION AGREEMENT made effective as of ________,
BETWEEN:
________
a Corporation incorporated under the laws of Canada
(hereinafter the "Donor")
OF THE FIRST PART
-AND-
________
(hereinafter the "Donee")
OF THE SECOND PART
(hereinafter collectively referred to as the "Parties")
WHEREAS the Donor wishes to make a donation to the Donee;
AND WHEREAS the Donee accepts such donation from the Donor on the terms and conditions set forth herein;
NOW THEREFORE, in consideration of the promises and the mutual covenants contained herein, and for other valuable consideration (the receipt and adequacy of which is hereby acknowledged), the Parties hereto agree as follows:
1. PURPOSE
The Parties hereby acknowledge that the purpose of the donation is as follows:
________
The Donee shall not use the aggregate donation for any use other than for the described purpose, unless otherwise agreed to in writing by the Parties. The Donee and its members, directors, officers, employees, agents, affiliates, contractors, representatives or any third party acting on the Donee's behalf shall not use the donation, directly or indirectly, for any improper use inconsistent with the terms of this Agreement or in violation of any laws.
2. DONATION
The Donor agrees to make a one-time cash donation in the amount of: $________ (________).
3. PAYMENT
The donation of $________ (________) will be paid on ________.
4. TRANSFER
The donation may be transferred in a form acceptable to the Donee, provided that only reliable banking systems or other regulated financial channels are used, including a chartered bank and/ or a regulated brokerage.
5. 852885
552 82222 525228 22 5288825 5 522252 22 252 82225 522588822 252 582 22 252 522522522 52252822, 828855822:
552 82222 582228825228 525 525228 22 2528852 8585 522252 82 2225 25825 525 82 5 252225 2552 5885552282 528858828 252 582 22 252 52252822.
6. REPRESENTATIONS AND WARRANTIES
The Donor represents and warrants that they have legal capacity and authority to make the donation as described herein.
The Donor represents and warrants that the donation is free and clear of any liens, encumbrances, or claims. Upon the transfer, the Donor shall have no further claim or interest in the donation.
The Donor represents and warrants that they have not received any benefits in connection with this donation, except for the legal donation described herein.
The Donee represents and warrants that it is a non-profit organization capable of receiving such donations and that the donation shall not be used to satisfy the payment of a pre-existing commitment or other financial obligation.
The Donee represents and warrants that it will use the donation for the purposes stated herein and for no unlawful or other purpose inconsistent with this Agreement.
7. CONFIDENTIALITY
Unless otherwise agreed to by the Donor, the Donee shall not mention the Donor in its publications or website for purposes of recognition if the Donor wishes to remain anonymous.
The Parties acknowledge that it may be necessary for Donee to disclose or make available to the Donor both verbal information and documents in printed, digital or electronic form that may be confidential or proprietary. All information that Donee designates in writing as confidential or proprietary (collectively, the "Confidential Information") will be treated as confidential by the Parties, except to the extent that such information is not considered Confidential Information as described below.
Donor agrees to keep Donee's Confidential Information in strict confidence, and to provide at least the same level of care used in the protection of their own Confidential Information. Confidential Information will be promptly returned or destroyed by Donor upon written request by Donee.
Confidential Information does not include information that (i) is already, or otherwise becomes publicly known by third parties as a result of an act or omission of the Donor; (ii) is lawfully received, after disclosure hereunder, from a third party having the right to disseminate the Information without restriction on disclosure; or (iii) has been made public at any time by the Donor with the prior consent of Donee.
8. RECORDS
The Donor will maintain adequate records to document the expenditure of funds and the activities supported by the donation. These records may include internal accounting records, such as receipts, disbursements, and capital receipts and disbursements of the use of the donation, and statements from financial institutions, photographs, videos, testimonials or other relevant written documents.
If so requested, the Donee must provide the Donor financial records relating to the activities supported by the donation until the donation has been fully expended.
9. DONATION RECEIPT
The Donor shall ensure to provide the Donee with an official donation receipt consistent with the regulations of the Income Tax Act (R.S.C., 1985, c. 1 (5th Supp.)). In the event such receipt does not comply with the Income Tax Act (R.S.C., 1985, c. 1 (5th Supp.)), the Donor shall ensure to remedy such deficiencies within seven (7) days of being made aware of such deficiencies.
10. INTELLECTUAL PROPERTY
Subject to the Confidentiality clause and with the Donor's written consent, the Donee shall have the right to publish the Donor's name, trademark or logo in the Donee's promotional materials.
11. INDEMNIFICATION
The Parties agree to indemnify and hold each other harmless, and their officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, and expenses arising out of or related to any breach of this agreement.
12. GENERAL TERMS
a) Applicable Law. This Agreement shall be governed by the laws of Ontario and any applicable federal laws. Both parties consent to the jurisdiction of the courts of the province or territory and the Canadian federal courts. The parties agree that this choice of law, place, and jurisdiction provision is not optional, but rather mandatory.
b) Assignment. This Agreement may not be transferred or assigned by the Donee to any other organization or person without the prior written approval of the Donor.
c) Language. All communications made or notices given under this Agreement shall be in the English language.
d) Binding Agreement. Subject to the foregoing, this Agreement, or any rights granted hereunder, shall enure to the benefit of and be binding on the Parties and their respective successors and assigns.
e) Subgrants not Permitted. The Donee may not enter into any sub-agreement or subprime under this Project without the prior written consent of the Donor.
f) Amendments. This Agreement may be amended only by writing signed by both Parties.
g) Time of Essence. The Parties agree that time shall be of the essence in this Agreement.
h) Severability. If any provision or term of this Agreement is found to be unenforceable, this Agreement shall be deemed amended to the extent necessary to render the provision otherwise unenforceable, and the remainder of the Agreement valid and enforceable. If a court declines to modify this Agreement as provided herein, the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining terms and provisions, which shall be enforced as if the offending term or provision had not been included in this Agreement.
i) Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements, whether written or oral. It is expressly understood that no inducements, representations or promises, oral or verbal, not contained within this Agreement have any force or effect.
j) Headings. The headings in this Agreement are used for convenience only and shall not be construed to limit or affect the terms of this Agreement.
k) Counterparts. This Agreement may be executed in counterparts, all of which together constitute one Agreement.
13. SIGNATURES
________
___________________________
Per: ________
I have authority to bind the corporation
________
___________________________
Per: ________
I have authority to bind the corporation
DONATION AGREEMENT
This DONATION AGREEMENT made effective as of ________,
BETWEEN:
________
a Corporation incorporated under the laws of Canada
(hereinafter the "Donor")
OF THE FIRST PART
-AND-
________
(hereinafter the "Donee")
OF THE SECOND PART
(hereinafter collectively referred to as the "Parties")
WHEREAS the Donor wishes to make a donation to the Donee;
AND WHEREAS the Donee accepts such donation from the Donor on the terms and conditions set forth herein;
NOW THEREFORE, in consideration of the promises and the mutual covenants contained herein, and for other valuable consideration (the receipt and adequacy of which is hereby acknowledged), the Parties hereto agree as follows:
1. PURPOSE
The Parties hereby acknowledge that the purpose of the donation is as follows:
________
The Donee shall not use the aggregate donation for any use other than for the described purpose, unless otherwise agreed to in writing by the Parties. The Donee and its members, directors, officers, employees, agents, affiliates, contractors, representatives or any third party acting on the Donee's behalf shall not use the donation, directly or indirectly, for any improper use inconsistent with the terms of this Agreement or in violation of any laws.
2. DONATION
The Donor agrees to make a one-time cash donation in the amount of: $________ (________).
3. PAYMENT
The donation of $________ (________) will be paid on ________.
4. TRANSFER
The donation may be transferred in a form acceptable to the Donee, provided that only reliable banking systems or other regulated financial channels are used, including a chartered bank and/ or a regulated brokerage.
5. 852885
552 82222 525228 22 5288825 5 522252 22 252 82225 522588822 252 582 22 252 522522522 52252822, 828855822:
552 82222 582228825228 525 525228 22 2528852 8585 522252 82 2225 25825 525 82 5 252225 2552 5885552282 528858828 252 582 22 252 52252822.
6. REPRESENTATIONS AND WARRANTIES
The Donor represents and warrants that they have legal capacity and authority to make the donation as described herein.
The Donor represents and warrants that the donation is free and clear of any liens, encumbrances, or claims. Upon the transfer, the Donor shall have no further claim or interest in the donation.
The Donor represents and warrants that they have not received any benefits in connection with this donation, except for the legal donation described herein.
The Donee represents and warrants that it is a non-profit organization capable of receiving such donations and that the donation shall not be used to satisfy the payment of a pre-existing commitment or other financial obligation.
The Donee represents and warrants that it will use the donation for the purposes stated herein and for no unlawful or other purpose inconsistent with this Agreement.
7. CONFIDENTIALITY
Unless otherwise agreed to by the Donor, the Donee shall not mention the Donor in its publications or website for purposes of recognition if the Donor wishes to remain anonymous.
The Parties acknowledge that it may be necessary for Donee to disclose or make available to the Donor both verbal information and documents in printed, digital or electronic form that may be confidential or proprietary. All information that Donee designates in writing as confidential or proprietary (collectively, the "Confidential Information") will be treated as confidential by the Parties, except to the extent that such information is not considered Confidential Information as described below.
Donor agrees to keep Donee's Confidential Information in strict confidence, and to provide at least the same level of care used in the protection of their own Confidential Information. Confidential Information will be promptly returned or destroyed by Donor upon written request by Donee.
Confidential Information does not include information that (i) is already, or otherwise becomes publicly known by third parties as a result of an act or omission of the Donor; (ii) is lawfully received, after disclosure hereunder, from a third party having the right to disseminate the Information without restriction on disclosure; or (iii) has been made public at any time by the Donor with the prior consent of Donee.
8. RECORDS
The Donor will maintain adequate records to document the expenditure of funds and the activities supported by the donation. These records may include internal accounting records, such as receipts, disbursements, and capital receipts and disbursements of the use of the donation, and statements from financial institutions, photographs, videos, testimonials or other relevant written documents.
If so requested, the Donee must provide the Donor financial records relating to the activities supported by the donation until the donation has been fully expended.
9. DONATION RECEIPT
The Donor shall ensure to provide the Donee with an official donation receipt consistent with the regulations of the Income Tax Act (R.S.C., 1985, c. 1 (5th Supp.)). In the event such receipt does not comply with the Income Tax Act (R.S.C., 1985, c. 1 (5th Supp.)), the Donor shall ensure to remedy such deficiencies within seven (7) days of being made aware of such deficiencies.
10. INTELLECTUAL PROPERTY
Subject to the Confidentiality clause and with the Donor's written consent, the Donee shall have the right to publish the Donor's name, trademark or logo in the Donee's promotional materials.
11. INDEMNIFICATION
The Parties agree to indemnify and hold each other harmless, and their officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, and expenses arising out of or related to any breach of this agreement.
12. GENERAL TERMS
a) Applicable Law. This Agreement shall be governed by the laws of Ontario and any applicable federal laws. Both parties consent to the jurisdiction of the courts of the province or territory and the Canadian federal courts. The parties agree that this choice of law, place, and jurisdiction provision is not optional, but rather mandatory.
b) Assignment. This Agreement may not be transferred or assigned by the Donee to any other organization or person without the prior written approval of the Donor.
c) Language. All communications made or notices given under this Agreement shall be in the English language.
d) Binding Agreement. Subject to the foregoing, this Agreement, or any rights granted hereunder, shall enure to the benefit of and be binding on the Parties and their respective successors and assigns.
e) Subgrants not Permitted. The Donee may not enter into any sub-agreement or subprime under this Project without the prior written consent of the Donor.
f) Amendments. This Agreement may be amended only by writing signed by both Parties.
g) Time of Essence. The Parties agree that time shall be of the essence in this Agreement.
h) Severability. If any provision or term of this Agreement is found to be unenforceable, this Agreement shall be deemed amended to the extent necessary to render the provision otherwise unenforceable, and the remainder of the Agreement valid and enforceable. If a court declines to modify this Agreement as provided herein, the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining terms and provisions, which shall be enforced as if the offending term or provision had not been included in this Agreement.
i) Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements, whether written or oral. It is expressly understood that no inducements, representations or promises, oral or verbal, not contained within this Agreement have any force or effect.
j) Headings. The headings in this Agreement are used for convenience only and shall not be construed to limit or affect the terms of this Agreement.
k) Counterparts. This Agreement may be executed in counterparts, all of which together constitute one Agreement.
13. SIGNATURES
________
___________________________
Per: ________
I have authority to bind the corporation
________
___________________________
Per: ________
I have authority to bind the corporation
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