The following language is provided, so that your organization may understand standard legal conditions found in a sample grant agreement with the John D. and Catherine T. MacArthur Foundation, similar to the one that the grantee of 100&Change will be asked to execute to receive the $100 million grant award. MacArthur Foundation reserves the right to change or modify these provisions or to include additional provisions in a final grant agreement depending on the circumstances and nature of the project being funded.
USE OF FUNDS:
(A) Under United States law, Foundation grant funds, and income earned thereon, may be expended only for charitable, religious, scientific, literary or educational purposes. This grant is made only for the Purpose stated herein, and it is understood that these grant funds will be used only for such Purpose, substantially in accordance with the proposal and related materials submitted in connection with 100&Change, subject to the terms of this agreement. Your organization agrees to obtain the Foundation's prior approval in writing should there be any material changes to the Purposes at any point during the course of this grant.
(B) Your organization confirms that this project is under its complete control. Your organization further confirms that it has and will exercise control over the process of selecting any secondary grantee or consultant, that the decision made or that will be made on any such selection is completely independent of the Foundation and, further, that there does not exist an agreement, written or oral, under which the Foundation has caused or may cause the selection of a secondary grantee or consultant.
(C) RESTRICTIONS ON USE OF FUNDS:
In connection with the activities to be funded under this grant, your organization acknowledges that it is responsible for complying with all relevant laws and regulations of the countries in which such activities are conducted.
Your organization agrees that no Foundation grant funds will be used for any of the following purposes:
Non-Discrimination. The Foundation’s grantmaking shall not support activities or programs that discriminate in violation of U.S. law.
WRITTEN REPORTS [to reflect the final determination of a reporting regimen, as designated between the 100&Change grantee and the Foundation, based on the initial relevant contents of the grantee’s application]:
(A) Written reports are to be furnished to the Foundation covering each year in which your organization receives or expends any portion of the grant funds until the Foundation's grant funds, and any income earned thereon, are expended in full or until the grant is otherwise terminated. The written reports for this grant are due no later than the Due Dates specified. The written reports should be submitted electronically through the Foundation’s secure website. Contact information for a Program Administrator will be provided, if you need assistance accessing the website.
(B) Each written report should contain a narrative and financial account of what was accomplished by the expenditure of the grant funds during the period covered by the report. The narrative account should contain a detailed description of what was accomplished by the grant, including a description of the progress made toward achieving the goals of the grant and an assurance that the activities under the grant have been conducted in conformity with the terms of the grant. The financial account should contain a financial statement reporting, in U.S. dollars, all expenditures of the grant funds and any income earned thereon during the period covered by the report.
INTELLECTUAL PROPERTY:
(A) In countersigning the agreement, your organization acknowledges that it has read the Foundation’s Policy Regarding Intellectual Property Arising Out of the Use of Foundation Funds (the “Policy”). Except as may otherwise be provided herein, all copyright interest in materials produced as a result of this grant (the “Grant Work Product”) shall be owned by your organization. To effect the widest possible distribution of the Grant Work Product and to ensure that it furthers charitable purposes and benefits the public, your organization hereby grants to the Foundation a non-exclusive, transferable, perpetual, irrevocable, royalty-free, paid-up, worldwide license to use, display, perform, reproduce, publish, copy, and distribute, for non-commercial purposes, the Grant Work Product and any other work product arising out of or resulting from your organization’s use (including digital or electronic or other media) of these funds, including all intellectual property rights appurtenant thereto, and to sublicense to third parties the rights described herein. Without limiting the foregoing, such license includes the right of the Foundation to publish the Grant Work Product on the Foundation’s website in connection with the Foundation’s work with and support of your organization, and for use in periodic public reports, press releases, and fact sheets about the Foundation’s grantmaking. Your organization further acknowledges and agrees, at the Foundation’s request, to execute any additional documents necessary to affect such license.
(B) To the extent that, as part of any arrangement with any subcontractor, subgrantee, or other party working on matters related to this grant and receiving the benefit of the grant funds (a “Third Party”), the intellectual property rights in the Grant Work Product is to be owned by such Third Party, your organization agrees to require that the Foundation be granted a license in such Grant Work Product in a form reasonably acceptable to the Foundation.
USE OF NAME:
Your organization acknowledges that the name and mark “John D. and Catherine T. MacArthur Foundation” and all variations thereof and any other names and marks comprising the name or mark “MacArthur” (the “MacArthur Name”), are the sole and exclusive property of the Foundation, that any and all uses of the MacArthur Name by your organization shall inure solely to the benefit of the Foundation, and that your organization shall not acquire any right, title or interest in any MacArthur Name. All uses of any MacArthur Name by your organization in any manner shall be subject to inspection by and approval of the Foundation, which approval may be granted or withheld in the sole and absolute discretion of the Foundation. Upon termination of this agreement, or at the request of the Foundation at any time, your organization shall immediately discontinue and forever thereafter desist from any and all use of any MacArthur Name and shall either destroy or deliver to the Foundation, at no charge to the Foundation, stationery, brochures, proposed paid media and other similar materials bearing any MacArthur Name that then are in the possession or control of your organization.
EVALUATING OPERATIONS [to be adjusted based on the Monitoring, Evaluation, and Learning Plan, as designated between the 100&Change grantee and the Foundation, based on the initial relevant contents of the grantee’s application]:
The Foundation may monitor and conduct an evaluation of operations under this grant, which may include a visit from Foundation personnel to observe your organization's program, discuss the program with your organization's personnel, and review financial and other records and materials connected with the activities financed by this grant.
FOUNDATION GRANT REPORTS:
The Foundation may include basic information about this grant through a variety of public channels, including press releases, publications, videos, social media, and the Foundation's website. All public announcements of the grant shall be coordinated with the Foundation's Office of Public Affairs.
RIGHT TO DISCONTINUE FUNDING, RESCIND PAYMENTS, AND REQUIRE RETURN OF UNSPENT FUNDS:
The Foundation may, in its sole discretion, discontinue or suspend funding, rescind payments made or demand return of any unspent funds based on any of the following: (a) the written reports required herein are not submitted to the Foundation on a timely basis, (b) the reports do not comply with the terms of this agreement or fail to contain adequate information to allow the Foundation to determine if the funds have been used for their intended charitable purposes, (c) grant funds have not been used for their intended charitable purposes or have been used inconsistent with the terms of this agreement, (d) the Foundation is not satisfied with the progress of the activities funded by the grant, (e) the purposes for which the grant was made cannot be accomplished, or (f) making any payment might, in the judgment of the Foundation, expose the Foundation to liability, adverse tax consequences, or constitute a taxable expenditure. The Foundation will provide notice of any determinations made under this paragraph. In the event the Foundation takes action permitted by this paragraph solely based on (d) and (e), and your organization provides documentation that it has incurred obligations consistent with the terms of the grant in good faith reliance on the Grant Agreement and the approved budget, the Foundation will consider in good faith permitting grant funds to be used to pay such obligations.
RIGHT TO RECOVER SPENT FUNDS:
Your organization will repay the Foundation, upon demand, the amount of any funds spent for purposes inconsistent with or contrary to the grant agreement or the approved budget.
NOTIFICATION:
Your organization will promptly notify the Foundation upon the occurrence of any of the following: (i) change in the executive director, chief executive officer, or president of the Center for the New Energy Economy (“Grant Beneficiary”); (ii) receipt by the Grant Beneficiary of notification by another significant funder that the funder is ceasing further funding; or (iii) unless prohibited by court or agency order, the filing of a claim in any court or federal, state, or local agency alleging (a) sexual or other harassment, discrimination, a hostile work environment, or similar claims regarding the activities of the Grant Beneficiary; (b) financial impropriety by the Grant Beneficiary; or (c) breach of fiduciary obligations by senior leadership or the board of the Grant Beneficiary. Written notification will be given to the signatory of this agreement at the email address under the signature line below.
WORKPLACE CONDUCT STANDARDS:
(a) Your organization represents that it aspires to a tolerant and civil workplace, one that is free of discrimination, harassment, and misconduct of any kind. Your organization further represents that it has in place or is committed to putting in place policies, procedures, or practices that will help ensure a tolerant and civil workplace, including the following: Staff training regarding workplace misconduct; mechanisms for complaints to be made to an impartial person; fair processes for investigation and adjudication; and prohibitions against retaliation against persons making good faith complaints.
(b) In the event the Foundation learns of allegations of workplace misconduct as a result of notification by your organization or by third parties, your organization agrees to cooperate with reasonable requests of the Foundation to understand the policies, procedures, and practices in place and what steps were taken in response to the allegations. In making such requests, the Foundation is not seeking to determine the truth or falsity of the underlying allegations and is not accepting any such allegations as true. If the Foundation concludes that your organization lacks the necessary workplace protections or has failed to adhere to appropriate practices in its investigation, the Foundation may take such action as is appropriate under the circumstances, including suspending future grant payments until your organization has implemented additional steps to addressing the situation or, in extreme cases, terminating the grant. Prior to taking any action, the Foundation will discuss with you the proposed course of action and provide your organization an opportunity to respond and suggest corrective action.
