This Grant Agreement (“Agreement”) is made by and between the Dressember Foundation (the “Grantor”), and  ________________ (the “Grantee”). 

1.     Grant Award.

Grantor shall provide grant funds to Grantee in the amount and pursuant to the disbursement schedule set forth on Exhibit A.

2.     Purpose and Administration

The grant shall be used exclusively for the purposes specified in Grantee’s proposal, and related documents, attached as Exhibit B and subject to the following:

  1. Grantee will directly administer the project or program being supported by the grant and agrees that no grant funds shall be disbursed to any organization or entity, whether or not formed by Grantee, unless specifically outlined in the grant proposal attached as Exhibit B.
    1. Any changes, additions, or deletions to the conditions of the grant or the proposal must be approved in writing by both Grantee and Grantor.
    2. Grantee will use funds for exclusively charitable, scientific, and/or educational purposes within the meaning of Section 501(c)(3) of the IRS code.

3.     Use of Grant Funds.

Grantee shall use the full amount of the grant for the purposes set forth in Exhibit B. Grantee agrees not to use any portion of the grant or any income derived from the grant for the following:

  1. To carry on propaganda or otherwise attempt to influence legislation within the meaning of Section 4945(d)(1) of the Internal Revenue Code;
  2. To influence the outcome of any specific public election or to carry on, directly or indirectly, any voter registration drive within the meaning of Section 4945(d)(2) of the Internal Revenue Code;
  3. To provide a grant to an individual for travel, study, or similar purpose within the meaning of Section 4945(g) of the Internal Revenue Code, without prior written approval of Grantor.  Payments of salaries, other compensation, or expense reimbursement to employees of Grantee within the scope of their employment do not constitute “grants” for these purposes and are not subject to these restrictions;
  4. To provide a grant to other organization without prior written approval of Grantor; or
  5. To promote or engage in criminal acts of violence, terrorism, hate crimes, the destruction of any state, or discrimination on the basis of race, national origin, religion, military and veteran status, disability, sex, age, or sexual orientation, or support of any entity that engages in these activities.

4.     Termination.

Grantor reserves the right to terminate the grant for cause.  Termination for cause will only be exercised for those grant recipients that do not make adequate and sustained progress toward the completion of the activities and achievement of the objectives as specified.  Grantor will issue any such notice of grant termination via a written letter.  The termination notice would also specify narrative and financial reporting requirements and provisions for repayment or reimbursement to Grantor of some or all grant funds paid.

5.     Recordkeeping.

Grantee agrees to maintain records of receipts and expenditures and make its books and records related to the grant available to Grantor at reasonable times upon its request.  Grantee will maintain records of expenditures charged against the grant that are adequate to identify the use of the funds in compliance with the purposes and restrictions specified in this Agreement.  Such records shall be retained for a period of at least three (3) years after the completion of the use of the grant. 

6.     Reports to Grantor.

Grantee will provide Grantor with a quarterly project report and a financial report during each quarter under the grant.  In addition, Grantee will submit a final project summary and a financial summary at the end of the grant period. Grantor may, at its expense, monitor, request interim reporting, and/or conduct an evaluation of operations under the grant, which may include visits by representatives of Grantor to observe Grantee’s program, procedures and operations, and discussions of the program with Grantee’s personnel.

7.     Copyright, Use of Data, and Public Use Data.

All copyright interests in materials produced as a result of this grant are owned by Grantee, provided, however, that use of any such materials including the name or logos of Grantor shall require the prior written approval from Grantor before use of such materials. Grantee hereby grants to Grantor a nonexclusive, irrevocable, perpetual, royalty-free license to reproduce, publish, republish in print or electronic form, including in electronic databases or in any future form not yet discovered or implemented, copy, summarize, condense, abstract or excerpt, or otherwise use and to license others to use any and all such materials which are or will be produced as a result of this grant.  This includes any and all data collected in connection with the grant, except as prohibited by applicable privacy laws.

8.     Publicity.

Grantor may make information regarding this grant public at any time and in a manner that it deems appropriate. Accordingly, Grantee hereby grants Grantor a license to use Grantee’s name, logo, and/or related materials for any and all such promotional purposes.  Grantee agrees that Grantor shall have the right to review and approve, in writing, any statement, release, or report by Grantee concerning this grant in advance of its release to the public.  Grantee may acknowledge the support of Grantor in publications reporting or discussing the specific work funded by the grant, provided, however, that use of the name or logos of Grantor shall require the prior written approval from Grantor before such use.

9.     Additional Support

It is expressly understood that Grantor has no obligation to provide additional support to Grantee for this or any other project or purposes.

10.  Compliance.

Grantee will comply with all applicable laws, regulations and policies relating to Grantee’s acceptance and use of the grant.

11.    Notice

Any notice required or permitted to be given pursuant to the terms and provisions hereof will be in writing and will be either hand delivered or sent by confirmed email, fax, overnight delivery service, or certified mail, return receipt requested to the parties at their respective addresses set forth below.  If hand delivered or sent by fax, notice shall be deemed received when actually delivered. 

12.  Authority. 

Each signatory to this Agreement represents and warrants that he or she possesses all necessary capacity and authority to act for, sign, and bind the party on whose behalf he or she is signing this Agreement.

13.   Representatives and Successors Bound. 

This Agreement shall be binding upon and inure to the benefit of the parties, their legal representatives, successors, and assigns.

14.  Entire Agreement.

This Agreement represents the entire agreement between the parties with respect to the subject matter of the Agreement and supersedes all prior agreements and understandings, oral or written, between the parties with respect to the subject matter of this Agreement. No amendment to this Agreement shall be effective unless in writing and executed by both parties.

15.  Governing Law

This Agreement shall be interpreted and enforced in accordance with the laws and by the courts of the State of California, without regard to principles of choice of laws.  The invalidity of any provision of this Agreement shall not affect the remainder of that provision or any other provision of this Agreement.

16.  Counterparts and Facsimiles.

The parties may execute this Agreement in counterparts, each of which is deemed an original, but all of which together constitute one and the same agreement.  This Agreement may be delivered by facsimile transmission, and facsimile copies of executed signature pages shall be binding as originals.



[GRANTEE NAME]                                      DRESSEMBER Foundation


_____________________________________                         _____________________________________

[Name, Title]                                                                              Blythe Hill, CEO


Date:__________________________                                      Date:__________________________


Exhibit A


Grant Award & Disbursement


The amount of the grant awarded pursuant to this Agreement is:   __________________________

                                                                                                               [Insert Amount]


The grant award shall be disbursed to Grantee as follows:



[Insert Disbursement Schedule]


The quarterly reports shall be delivered to Grantor as follows:



[Insert Disbursement Schedule]






Exhibit B


Grant Proposal

[Attached separately]