The following sample provisions for a Grant Agreement are provided in order to inform applicants of the Healthy Aging Challenge of the terms that may be required if an applicant is invited to enter into a Grant Agreement to accept a single award of $500,000 in order to implement the solution proposed in an application. These sample terms are subject to change, according to the sole discretion of Henry L. Hillman Foundation. However, it is our intent to inform applicants of any pending obligations that a grantee may incur as a result of accepting such a grant.
Grant Agreement (the “Agreement”)
Grantee: (the “Grantee”)
Purpose: (the “Purposes”)
$ Schedule of Payments:
All payments are subject to Grantee’s compliance with the Agreement and Grantee’s achievement of and the Foundation’s approval of applicable targets, milestones, and reporting deliverables required under this Agreement. The Foundation may, in its reasonable discretion, modify payment dates or amounts and will notify Grantee of any such changes in writing. Payments on multi-year grants will be released only upon approval of any required interim grant reports submitted to the Foundation. The Foundation is awarding this grant conditioned on the following terms and conditions:
1. Representation and Warranties of Grantee. The Grantee hereby represents and warrants that:
2. Covenants on Grantee’s Use of Funds. The Grantee hereby covenants that:
3. Return of Funds. Any grant funds that will not be used for the Purposes as set forth in this Agreement must be returned promptly to the Foundation or, in the sole discretion of the Foundation, applied to another mutually-agreed upon charitable purpose, as directed in writing by the Foundation.
4. Breach of Obligations. In the event that the Foundation, in its sole discretion, determines that the Grantee has released, expended, distributed, or committed any portion of the grant funds in violation of any of the terms and conditions of this Agreement, and such violation is not cured within twenty (20) business days after written notice to the Grantee, (a) all further obligations on the part of the Foundation under this Agreement, including without limitation, the obligation to pay additional installments, shall cease and be of no effect, and (b) at Foundation’s request, the Grantee will repay to Foundation any portion of grant funds and/or income thereon used or committed in breach of this Agreement.
5. Grant Administration Requirements. Any grant requirements (which include only acknowledgements, interim, and final reports as may be required by the Foundation as set forth under Section 3 of this Agreement) are available in the Foundation grants portal under the “Reports” and “Payments” headings. For clarity, these grant requirements do not include the grant of any license rights from the Grantee. Email notifications for report requirements will be sent 28 days in advance of the due date. Failure to complete these requirements in a timely manner will delay grant payments and future grant request consideration.
6. Publicity Policy. With the prior written approval of the Foundation, the Grantee may: (a) use the Foundation's name, which should reference as Henry L. Hillman Foundation (not Hillman Family Foundations or any of the other 17 foundations of which it is comprised) in its fundraising materials, including its website, and (b) make appropriate announcements through internal and external publications and through the media and give such other recognition as is suitable and consistent with the level of giving attained by the Foundation. If you wish to credit the Foundation in connection with publication of any Foundation-funded research, you must use the following disclaimer:
“This [material/publication/book/report] is based on research funded by (or in part by) Henry L. Hillman Foundation. The findings and conclusions contained within are those of the authors and do not necessarily reflect positions or policies of the Henry L. Hillman Foundation or any related foundation, any officer, director or employee thereof or any donor thereto.”
7. Indemnification. The Grantee agrees to indemnify and hold the Foundation and its employees and agents harmless from any and all claims, losses, damages, judgments, costs, expenses, and deficiencies with respect to any third party claims resulting from actions or failures of this grant.
8. 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 on record or as otherwise directed by the other Party.
9. Applicable Law. This Agreement is governed by and shall be construed in accordance with the laws of the Commonwealth of Pennsylvania (excluding its conflict-of-law rules).
10. Integration, Modifications and Waivers. This Agreement contains the entire agreement of the parties and supersedes any and all prior or contemporaneous agreements, understandings, and negotiations, whether written or oral, relating to the subject matter hereof. This Agreement, or any provision hereof, may be amended, supplemented or modified only by a writing signed by all of the parties, and may be waived only by a writing signed by the party to be bound thereby. A written waiver of any provision shall be valid only in the instance for which given, and shall not be deemed to be a continuing waiver or construed as a waiver of any other provision.
11. 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.
12. Assignment. The Grantee may not assign, or transfer by operation of law or court order, any of its rights or obligations under this Agreement.
13. Formal Acceptance. Electronic signature by an authorized signatory of Grantee indicates that Grantee accepts and agrees to the terms and representations as set forth in this Agreement. The first scheduled payment will be made upon the latter to occur of (a) receipt of the completed grant agreement by the Foundation via DocuSign or (b) upon satisfaction of any conditions precedent as described above.
Signature of this document constitutes acceptance by your organization of all of the terms and conditions contained in the grant agreement
Signatory Contact Name