GRANT AGREEMENT
APT Charities, Inc., located at 901 N Stuart St., Arlington, VA 22203 (“Grantor”) agrees to make the following grant, and the
<INSERT ORGANIZATION’S NAME> agrees to accept such grant, in accordance with the terms below (this “Agreement”)
effective as of the date of the last signature below:
1. Grant: Grantor hereby grants <INSERT DOLLAR AMOUNT IN WORDS> ($<INSERT NUMERICAL VALUE>) (the “Grant”) to
Grantee to be used exclusively for the purposes described in the Grantee’s final proposal and related documents previously
delivered to APT Charities in connection herewith (“Program”).
2. Use of Grant: Grantee hereby agrees to use the Grant exclusively to support the Program. Without limiting the foregoing,
no funds awarded through this grant are to be shared with or used to pay fees or wages for the services of fund raising firms
and no portion of the Grant may be used for any attempt to influence legislation within the meaning of Internal Revenue
Code Section 501(h), to influence the outcome of any specific election, or to carry on directly or indirectly any voter
registration drive.
3. Charitable Purpose: Grantee agrees to use the funds only for the purposes described in this Agreement, and to so designate
the funds in Grantee’s records. Grantee further agrees to use the funds only for charitable purposes as defined from time to
time by Internal Revenue Code Section 501(c)(3) and equivalent provisions of applicable state law, and not to use the funds
in violation of the provisions of the Internal Revenue Code governing grantees of private foundations.
4. Compliance with Applicable Laws: Grantee shall comply with all applicable laws and regulations in the countries in which
it undertakes activity in connection with the Grant. Grantee shall comply and shall ensure that each of its personnel and
subcontractors complies with all applicable anti-corruption laws, including but not limited to the U.S. Foreign Corrupt
Practices Act and the U.K. Bribery Act and all comparable local anti-corruption laws in connection with this Agreement.
Specifically, Grantee warrants, represents and covenants to Grantor that Grantee (and each of its personnel, agents and
subcontractors) has not and shall not make, promise or offer to make any payment or transfer of anything of value directly
or indirectly: (i) to any Government Official (as defined below) or to an intermediary for payment to any Government Official;
(ii) to any political party; or (iii) any other person for the purpose of improperly influencing any act or decision of such official,
political party or person or in order to secure an improper advantage in obtaining or retaining business. Grantee also warrants,
represents and covenants to Grantor that Grantee (and each of its personnel, agents and subcontractors) shall not accept
anything of value from any third party seeking to influence any act or decision of Grantee or in order to secure any improper
advantage. “Government official” is defined as any employee or officer of a government of a country, state or region,
including any federal, regional or local government or department, agency, enterprise owned or controlled by the such
government, any official of a political party, any official or employee of a public international organization, any person acting
in an official capacity for, or on behalf of, such entities, and any candidate for political office. Failure by Grantee to comply
with the terms of this Section will constitute a material breach of this Agreement. Grantee agrees that funds from the Grant
will not be disbursed to any party listed on the US OFAC Specially Designated Nationals List or located in a country subject to
OFAC geographic sanctions.
5. Reversion of Grant: If the Grant can no longer be used to support the Program, Grantee shall either: (a) obtain Grantor’s
authorization for a modification or no-cost extension in the disbursement of funds, or (b) return the amount not expended
or committed to Grantor.
6. Tax Exemption and Foundation Status: Grantee represents that it has received and continues to hold its qualifications
from the Internal Revenue Service as a tax exempt organization under Internal Revenue Code Section 501(c)(3), and as a
public charity as defined by Internal Revenue Code Section 509(a)(1). Grantee shall immediately give written notice to Grantor
if, prior to receipt of all or any portion of the Grant, or before all or any portion of the funds are expended, Grantee ceases
to be exempt from federal income taxes under Internal Revenue Code Section 501(c)(3) or becomes a private foundation
under Internal Revenue Code Section 509(a).
7. Accounting and Financial Review: Complete and accurate records related to the use of funds received and expenses
incurred in connection this Grant must be maintained by Grantee. Grantor may, at its expense and on reasonable notice to
Grantee, audit or have audited the records of Grantee insofar as they relate to the activities funded by this Grant.
8. Reports: On Grantor’s reasonable request, Grantee shall furnish to Grantor reports on the program and the financial
accounting of funds spent to date.
9. Evaluation: Grantor may, at its expense, reasonably conduct an evaluation of operations under this Grant, which may
include a meeting to discuss the Program with Grantee’s personnel.
10. Publicity: Grantor may publicly refer to Grantee orally and in writing, including on Grantor’s website and marketing
materials, as a grantee of Grantor and may use Grantee’s logo for such purposes. Grantee also agrees to Grantor’s issuance
of a mutually acceptable press release announcing the grant. Grantor’s prior written approval shall be obtained before
Grantee issues any news release, public announcement, publication, or information concerning the Grant or Grantor. Grantee
will provide such publicity to Grantor on a timely basis in order to permit such approval.
11. Indemnification: Grantee hereby indemnifies and holds harmless Grantor, its directors, officers, employees and agents
against any and all demands, liabilities, costs, expenses, or penalties, including, without limitation, reasonable attorneys’ fees
and cost of suit of whatsoever kind or nature by reason of any injury to persons or property arising out of the Grantee’s use,
application, or expenditure of the Grant or carrying out any activities in connection herewith.
12. Applicable Law: This Agreement will be governed by internal laws of the Commonwealth of Virginia, without reference
to its choice of law rules. Exclusive jurisdiction over and venue of any suit arising out of or relating to this Agreement will be
in the state courts located in Arlington County, Virginia or the Eastern District Court of Virginia, as applicable, and each of the
parties hereto consents to the personal jurisdiction of, and venue in, those courts.
13. General: This Agreement is the final, complete and exclusive agreement of the Parties with respect to the subject matter
hereof and supersedes and merges all prior discussions between the Parties with respect to such matter. No modification of
or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and
signed by each party. This Agreement may be signed in any number of counterparts, each of which shall be deemed an original
and which together shall constitute one instrument. All notices required or permitted hereunder will be in writing, delivered
personally, by email, or by nationally recognized overnight courier (e.g., FedEx) at the Parties’ respective addresses set forth
in the grant application. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other
provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so
that it is valid and enforceable to the maximum extent permitted by law. Grantee may not assign or transfer any rights or
obligations under this Agreement without the prior written consent of Grantor. Any attempted assignment, subcontract,
delegation, or transfer in violation of the foregoing will be null and void. A waiver or failure to enforce any provision of this
Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
Accepted and agreed to as of the date last signed below:
APT CHARITIES, INC.
GRANTEE:
By:__________________________________________
By:________________________________________
Name:________________________________________
Name:______________________________________
Title:________________________________________
Title:_______________________________________
Date:________________________________________
Date:_______________________________________