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This agreement (the "Agreement") is made as of the first day of ___________ 2013 (the "Agreement Date"), by and between non-profit's name, a state of residence non-profit tax-exempt corporation located at address of non-profit ("Sponsor"); and ________ an individual residing at ____________________ ("Producer"). (Sponsor and Producer are sometimes referred to herein as a "Party" and collectively as the "Parties.")


WHEREAS, Producer has requested that Sponsor, for a period beginning on the Agreement Date and ending on _____________ 2014, assist Producer in obtaining one or more grants by accepting funds on Producer's behalf for the production of the project described in Exhibit A (the "Project"); and

WHEREAS, Sponsor desires to render the assistance requested on the terms and conditions set forth herein;

NOW, THEREFORE, the Parties hereby agree as follows:

  1. Producer's Obligations. Producer agrees to use Producer's best efforts to produce the Project. The Project will conform substantially to the description in Exhibit A in accordance with the budget outlined in Exhibit B.
  2. Sponsor's Obligations. Sponsor agrees to use Sponsor's reasonable efforts to assist Producer in obtaining and administering those grants listed in the "List of Possible Funding Sources" appearing in Exhibit C.
  3. Representations, Warranties, and Covenants. Producer represents, warrants and covenants that(a) Producer will ask Sponsor to seek only those grants that are included in the List of Possible Funding Sources;

    (b) Producer will be legally and financially responsible for the funding, production, distribution, and exhibition of the Project, and Producer agrees to indemnify and hold harmless and defend Sponsor from any claims, costs or expenses that may arise from the funding, production, distribution or exhibition of the Project;

    (c) Producer shall maintain financial records with respect to the Project, including without limitation, records of all income and expenses relating to the Project, and to make available to Sponsor at Sponsor's request, at reasonable times and places, the books and records of the Producer relating to the Project;

    (d) The Project will not violate any personal or private rights, copyright or trademark of any third party, and Producer shall indemnify, hold harmless and defend Sponsor against any claims against Sponsor, its board members, officers, directors, volunteers, or staff arising from any such violations;

    (e) Producer shall comply with all applicable local, state and federal laws in the funding, production, distribution, and exhibition of the Project;

    (f) Producer shall meet in a timely fashion, all reporting requirements of all sources of funds for the Project that are subject to this Agreement. Failure of Producer to comply with these reporting requirements shall constitute grounds for termination or non-renewal of this Agreement upon written notice by Sponsor to Producer.

    (g) Producer shall provide any and all funding organizations with any additional materials or reports they may require, and Producer shall provide Sponsor with copies of all such materials or reports provided to any funding organization, including a copy of each grant proposal.

    (h) Producer shall acknowledge Sponsor's assistance in the Project in any credits, advertising, promotions and/or press releases, to be approved in advance by Sponsor; and

    (i) Producer shall disclose to Sponsor all funding information concerning the Project, including without limitation any funding Producer has obtained outside the scope of this Agreement and/or without the assistance of Sponsor, and Producer agrees to inform Sponsor in writing of funding as it becomes available to producer.

  4. Not a (sponsor's name) Project. Producer shall not represent the Project as being a project of the Sponsor. Producer agrees to allow Sponsor to attach a letter to each grant application stating the relationship between Producer and Sponsor.
  5. Retention of Expenses. Sponsor may withhold five (5%) percent of any grant monies administered from any sources until Producer meets all reporting requirements imposed by all sources of funds received under this Agreement.
  6. Full Integration. This Agreement is an integrated agreement containing the entire understanding between the Parties regarding the matters addressed herein and may not be amended, extended or otherwise modified except by written agreement of both Parties. Except as set forth herein, no representation, warranty or promise has been made or relied upon by either of the Parties in executing this Agreement. This Agreement shall prevail over all prior communications between and among the Parties or their representatives regarding the matters addressed herein.
  7. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties, as well as their respective successors and assigns.
  8. Controlling Law. This Agreement shall be governed by and construed in accordance with the laws of the state of residence without regard for the conflict of laws provisions thereof.
  9. Severability. Should any term or provision of this Agreement be deemed to be invalid or unenforceable for any reason, such determination shall have no effect on the remaining terms and provisions of this Agreement, which shall remain valid and enforceable independently of the rest of this Agreement.
  10. Official Contacts. All communications between the Parties regarding receipts and disbursements of funds, and other matters regarding the implementation of this Agreement will be conducted through the "Official Contacts":

    a. representing Producer:

    name and contact

    b. representing Sponsor:

    name and contact

  11. Notices. Any notice required hereunder shall be sent via U.S. mail, first class, postage prepaid, to the personal attention of the following representatives of the Parties:

    a. representing Producer:

    name and contact

    b. representing Sponsor:

The name and/or address of a Party's representative may be changed at any time upon written notice to the other Party.

IN WITNESS WHEREOF, the undersigned parties, each intending to be legally bound, hereby execute this Agreement as of the day and date first written above.


By By

Name: Name:

Signature: _________________________ Signature: _________________________

Title: Title:

Separate pages:

Exhibit A

Project Description

Exhibit B

Project Budget

Exhibit C

List of Possible Funding Source