BCBCC Grant

1.1 Grant

Funder will make the Grant to client in the amount and in accordance with the schedule set out in the Grant Plan.

1.2 Use of Grant

Client will use the Grant, and any income earned on the Grant funds, for the purpose set out in the Grant Plan.

1.3 Grant Period

The grant period is set out in the grant plan.

2.1 Contact Persons

Client and Funder will each appoint one individual to act as principal contact person for notices and other communications under this Agreement. The initial appointees are identified in the Gran Plan. Client and Funder may change its contact person at any time by written notice to the other party.

2.2 Reporting

Client will provide Funder with narrative and/or financial reports as set out in the Grant Plan.

2.3 Record Keeping

Client will maintain its books and records in a manner that will provide Funder with sufficient detail to review Client’s receipts and expenditures relating to the Grant. Client will make such records available for review by Funder upon reasonable notice during the Grant Period and for at least four (4) years after the termination or expiration of this Agreement.

Funder may announce and publicize the Grant in recognition of Funder’s support. Client and Funder may each disclose the other party’s name and the amount of the Grant, and use each other’s logo, in internal and external communications, including, without limitation, on its website and in its outreach materials, and as may otherwise be required by law. Neither Client nor Funder will make any other public communications related to the Grant without the prior written consent of the other party. Client and Funder will comply with any trademark guidelines that the other party may provide.

4.1 Funds Management

Client will manage the Grant funds in accordance with applicable law, the provisions of this Agreement, and Client policies. Client may combine the Grant funds with Client’s other assets for business operations, marketing and investment purposes.

4.2 Changed Circumstances

If the Grant is restricted to a particular program or purpose, Client will notify Funder if Client determines in good faith that, because of factual or other changes in circumstances, it is no longer possible for the Grant to serve its original purpose. In that case, and in cases where a portion of the Grant remains unspent or unallocated upon completion of the applicable purpose, Client may use the remaining Grant funds on an unrestricted basis in line with its mission.

5.1 Tax Status

Client represents and warrants that it is a for-profit business entity, Client will promptly notify Funder of any changes in such status.

5.2 Anti-Terrorism

Neither Client nor Funder will: (a) engage in illegal activities; or (b) provide resources or support to, receive resources or support from, or associate in any way with any individual or entity that engages in drug trafficking or activities of terrorism.

6.1 Entire Agreement

This Agreement, together with the Grant Plan, expresses the final, complete, and exclusive agreement between Client and Funder, and supersedes any and all prior or contemporaneous written and oral agreements, communications, or course of dealing between Client and Funder relating to its subject matter. If there are any inconsistencies between the Grant Plan and this Agreement, this Agreement will control.

6.2 Amendment

This Agreement may be amended only as stated in writing and signed by both Client and Funder which recites that it is an amendment to this Agreement.

6.3 Third Party Beneficiaries

This Agreement is for the exclusive benefit of Client and Funder, and not for the benefit of any third party, including, without limitation, any partner employee, or volunteer of Client.

6.4 Governing Law

This Agreement will be governed by South Carolina law.

6.5 Force Majeure

Client will not be required to perform or be held liable for failure to perform if nonperformance is caused by labor strikes, work stoppages, war, hostilities, a national emergency, acts of God, epidemics, quarantines, natural disasters, power failures, or any other causes beyond Client’s control. Client will notify and consult with Funder regarding the event and how to minimize its impact, and in all cases will make commercially reasonable efforts to address the problem and carry out its obligations.

6.6 Counterparts

This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument. Transmission by fax or PDF of executed counterparts constitutes effective delivery.