- Attachment A: Description of the proposed solution. For Future of Data Challenge, the project period will be up to two years.
- Attachment B: Funding disbursement schedule. For Future of Data Challenge, Omidyar Network intends to provide a single disbursement of funds.
- Attachment C: Reporting requirements. For Future of Data Challenge, we would require a single report of funds (financial report) and a narrative statement covering the project's outputs and outcomes.
- Terms and Conditions: Rights of Winners to retain ownership of content they create as a part of Future of Data Challenge, with a license granted to Omidyar Network and a requirement for elements of the project to be publicly disseminated.
SAMPLE AWARD AGREEMENT
Dear {{ACCOUNT_LEGAL_NAME}}:I am pleased to inform you that Omidyar Network Services LLC ("Omidyar Network") has approved project funding (the “Project Funding”) to {{ACCOUNT_LEGAL_NAME}}, a {{ACCOUNT_TYPE_OF_LEGAL_ENTITY}} organized under the laws of {{ACCOUNT_JURISDICTION_OF_FORMATION}} (“Recipient”), subject to this letter agreement (“Agreement”). Attachments A, B & C, and the Terms and Conditions, are incorporated by reference. Please read the Attachments and the Terms and Conditions carefully, as they contain important additional information regarding the Project Funding.
I am pleased to inform you that Omidyar Network Services LLC ("Omidyar Network") has approved project funding to {{ACCOUNT_LEGAL_NAME}}, a {{ACCOUNT_OTHER_TYPE_OF_LEGAL_ENTITY}} organized under the laws of {{ACCOUNT_JURISDICTION_OF_FORMATION}} (“Recipient”), subject to this letter agreement (“Agreement”). Attachments A, B & C, and the Terms and Conditions, are incorporated by reference. Please read the Attachments and the Terms and Conditions carefully, as they contain important additional information regarding the Project Funding.
PROJECT FUNDING AMOUNT:
PROJECT FUNDING TERM: This Agreement will commence on {{OPPORTUNITY_EFFECTIVE_DATE\@ MMMM dd, yyyy}} (the “Effective Date”) and continue until the earlier of (i) {{OPPORTUNITY_GRANT_EXPIRATION_DATE\@ MMMM dd, yyyy}} (the “Project Funding Expiration Date”), or (ii) the date on which Recipient has expended all Project Funding funds, unless otherwise terminated under this Agreement (the “Project Funding Term”).
PROJECT: {{SOLUTION TITLE}}, as more fully described in Attachment A (the "Project").
DISBURSEMENT SCHEDULE: Disbursements will be payable in accordance with Attachment B and the Terms & Conditions.
TAX WITHOLDING: [if Recipient is a US 501(c)(3) public charity: Recipient represents and warrants that it is an organization exempt from federal income tax under Section 501(c)(3) of the US Internal Revenue Code, and that it is classified as a public charity for federal income tax purposes.] [if Recipient is not a US 501(c)(3) public charity: Unless Omidyar Network receives appropriate documentation from Recipient, including without limitation, an IRS Form W-9, W-8BEN, California Form 587, California Form 590 or similar form, Omidyar Network may withhold from any Project Funding payment to Recipient under this Agreement any taxes required to be withheld by Omidyar Network under the applicable laws of the United States or any other country, state, territory or jurisdiction.] [if Recipient is not a US entity and does not expect to spend funds in the US: Recipient shall not spend any Project Funding funds for activities in, or travel to or from, the United States.] [if Recipient is a recognized international organization (such as the World Bank and the United Nations): Recipient represents and warrants that it is an international organization within the meaning of Section 7701(a)(18) of the US Internal Revenue Code, and exempt from federal income tax under Section 892(b) of the US Internal Revenue Code.] Recipient shall pay, and shall indemnify and hold Omidyar Network harmless from, all taxes imposed by any federal, state, local or other taxing authorities based on the payments made under this Agreement.
REPORTING: Reports are due in accordance with the Reporting Schedule (Attachment C).
PROJECT COMMUNICATIONS: Please use following contact information for communications regarding the Project:
If this Agreement correctly sets forth Recipient’s understanding of the Project, please indicate your agreement by signing this Agreement, or by completing the electronic confirmation of the Agreement, which constitutes the legal equivalent of your manual signature with the same binding effect, in the manner specified by Omidyar Network. In all events, accepting, depositing, or otherwise using a Project Funding payment will qualify as Recipient’s valid acceptance of this Agreement and all the Terms and Conditions referenced therein. Please keep a copy of the Agreement for your files.
On behalf of Omidyar Network, let me extend our best wishes for the success of your efforts.
Sincerely,
_____________________________________
Signature
_____________________________________
Name
_____________________________________
Title
Date: ______________________
Accepted by:
{{ACCOUNT_LEGAL_NAME}}
_____________________________________
Signature
_____________________________________
Name
_____________________________________
Title
Date: ______________________
Attachment A
Project Funding Purpose:
Goals:
Budget:
Attachment B
Disbursement Schedule
Provide a chart with a schedule for disbursing funds to include amount, type, start date, end date, due date for any supporting documentation and target payment date.
Disbursement Terms and Conditions:
Consistent with Section 5 of the Terms and Conditions, to the extent any disbursements are conditional, Recipient shall submit to its primary point of contact at Omidyar Network the necessary material demonstrating that such condition(s) has been met. The condition(s) will only be considered met and the disbursement approved once Omidyar Network reviews and approves the material submitted by Recipient (such approval being made at Omidyar Network’s sole and absolute discretion). The conditional disbursement payment will be made within 30 days following Omidyar Network’s approval.
In connection with each disbursement, Recipient shall provide a signed wire transfer request to Omidyar Network in the form provided by Omidyar Network.
Attachment C
Reporting Schedule
Unaudited Financials. Recipient shall provide Omidyar Network with unaudited financial statements for Recipient for each fiscal {{OPPORTUNITY_UNAUDITED_FINANCIALS}} within one (1) month following the end of such {{OPPORTUNITY_UNAUDITED_FINANCIALS}}, including an unaudited balance sheet and unaudited statements of operations and cash flows for the reporting period and year-to-date period, with comparison to the prior year period and the budget. If applicable, Recipient shall also complete the financial data template on Omidyar Network’s online reporting platform (currently iLevel).
Unaudited Financials. Recipient shall provide Omidyar Network with unaudited statement of operations for the project supported by the Project Funding for each project {{OPPORTUNITY_UNAUDITED_FINANCIALS}} within one (1) month following the end of such {{OPPORTUNITY_UNAUDITED_FINANCIALS}}, with comparison to the prior year period and the budget.
Annual Audited Financials. Recipient shall have its financial statements audited on an annual basis by an independent third party auditor, which shall be completed no later than six (6) months after the end of each fiscal year. Recipient shall provide Omidyar Network with such audited financial statements within one (1) month following completion by such third party auditor.
Semi-Annual Report. Recipient shall provide Omidyar Network with a semi-annual report (“Semi-Annual Report”) that summarizes Recipient’s activities and progress toward the goals described in Attachment A within one (1) month following the end of each semi-annual period.
Annual Report. Recipient shall provide Omidyar Network with an annual report (“Annual Report”) within two (2) months following the end of Recipient’s fiscal year. The Annual Report should include:
- a complete narrative of Recipient’s activities and use of the Project Funding (including progress toward the goals described in Attachment A)«IF ER»
- copies of any publications resulting from the Project Funding, if any; and
- if applicable, an annual operating plan and budget for Recipient for the following year. «IF GENERAL SUPPORT»
Final Report. Recipient shall provide Omidyar Network with a final report (“Final Report”) withintwo (2) months following the expiration of the Project Funding. The Final Report should include:
- a complete narrative of Recipient’s activities and use of the Project Funding (including progress toward the goals described in Attachment A, if applicable) for the period following the last Annual Report, if any;
- a complete narrative of Recipient’s activities and use of the Project Funding (including progress toward the goals described in Attachment A, if applicable) for the entire Project Funding Term; and
- copies of any publications resulting from the Project Funding that were not previously submitted to Omidyar Network, if any.
Terms & Conditions
Omidyar Network Services LLC Project Agreement
- Funder’s Status. OMIDYAR NETWORK SERVICES LLC, a limited liability company organized under the laws of the State of Delaware (“Omidyar Network”). Omidyar Network is a philanthropic investment firm that creates opportunity for people to improve their lives by investing in market-based efforts that catalyze economic and social change.
- Recipient’s Status; Notice of Changes. Recipient shall notify Omidyar Network immediately of any change in Recipient’s legal or tax status.
- Recipient’s Use of Funds During Project Funding Term. Recipient shall use the Project Funding only for the Project, and shall repay to Omidyar Network any part of the Project Funding that is used for any purpose other than the Project, unless Omidyar Network provides prior written consent for such use. Recipient shall promptly notify Omidyar Network if Recipient expects at any time that any portion of the Project Funding will not be spent by the Project Funding Expiration Date. Recipient is solely responsible for: (a) all activities supported by the Project Funding, (b) the content of any product or service created with the Project Funding, and (c) the manner in which such products or services may be disseminated.
- Workplace Conduct Standards. Recipient shall comply with the Workplace Conduct Standards as described in Appendix 1 to these Terms & Conditions (“Workplace Conduct Standards”). Recipient acknowledges that complying with these Workplace Conduct Standards is critical to this Project Funding.
- Disbursements.
- The target payment date shall be automatically extended until the date that is one (1) month following the date the Agreement is fully executed. With respect to each conditional disbursement, Recipient shall provide sufficient supporting documentation for Omidyar Network to verify the achievement of the applicable conditions. If Recipient fails to provide Omidyar Network with sufficient supporting documentation by the date specified, or Omidyar Network has determined that Recipient has not achieved the applicable condition(s), then such disbursement shall automatically expire.
- Upon expiration of any disbursement (or portion thereof), the Project Funding shall automatically be reduced by any such amount.
- Omidyar Network shall have the right to withhold disbursements under the Project Funding for Recipients who fail to meet the reporting requirements set forth in the Agreement.
6. Reporting
- Reporting Obligations. Recipient agrees to provide to Omidyar Network the reports described in Attachment C. All reports should be provided to the Omidyar Network contact listed in the Agreement, and a copy should either be provided to investor@omidyar.com. All reports shall be in writing and signed by an authorized officer, director or trustee of Recipient.
- Additional Evaluation Activities; Additional Reports. From time to time during and after the end of the Project Term, Omidyar Network may request that Recipient participate in additional evaluation activities to assist Omidyar Network in evaluating its project and programs. If Recipient believes in good faith that such additional evaluation activities will place a material financial burden on Recipient, or interfere with the timely performance of Recipient’s regular activities, Recipient shall notify Omidyar Network and the parties will agree in advance on terms under which Omidyar Network will reimburse Recipient for the reasonable costs incurred by Recipient as a result of Recipient’s participation, and/or assist Recipient in obtaining the resources necessary to allow Recipient to participate effectively. In addition, Recipient shall provide additional reports and information as reasonably requested by Omidyar Network from time to time during and after the end of the Project Term.
7. Recordkeeping and Accounting
Recipient shall maintain a complete and accurate record of the Project Funding received and expenses incurred pursuant to the Project Funding, and shall conduct such internal audits as are reasonably required to verify full compliance with this Agreement. Recipient shall retain such books and records for at least four (4) years after the end of the Project Funding Term, and shall permit Omidyar Network to have reasonable access to its files, records and personnel for the purpose of making such financial audits, program evaluations or verifications concerning the Project Funding or this Agreement as Omidyar Network deems necessary.
8. Termination.
- Termination for Cause. If Omidyar Network determines, in its sole discretion, that Recipient has failed to comply with or otherwise breached any term or condition of this Agreement (including without limitation any reporting requirements), Omidyar Network may, upon written notice to Recipient, withhold further Project Funding payments to Recipient and/or terminate this Agreement.
- Effect of Termination; Survival. Upon termination of this Agreement, Omidyar Network may demand the return of all or part of the Project Funding funds remaining in Recipient’s possession or control and/or the Project Funding funds spent in violation of this Agreement. In the event of such demand, Recipient shall immediately repay the requested funds to Omidyar Network. Omidyar Network shall have no liability to Recipient as a result of termination of this Agreement in accordance with this Section. Those Sections that by their nature are intended to survive termination, rescission or expiration of this Agreement shall so survive.
- Key-Personnel Termination. Recipient shall provide Omidyar Network with immediate notice of any change in Recipient’s senior leadership, governing body, or key personnel responsible for implementing the Project (including, but not limited to, a change in role or responsibilities, termination, or resignation), and Omidyar Network reserves the right to modify the terms of the Agreement or discontinue funding and terminate this Agreement in case of any such change.
9. Publications; License. Upon Omidyar Network's request, any publications, studies, or research funded by this Project Funding shall be made available to the public, and shall include the following acknowledgment: "Supported by funding from Omidyar Network". Recipient grants and agrees to grant to Omidyar Network an irrevocable, perpetual, royalty-free, nonexclusive license to copy, publish and distribute any publications, studies, or research funded by this Project Funding.
10. Publicity.
a. Recipient.
- Omidyar Network encourages Recipient to refer to Omidyar Network’s name when identifying Recipient’s funders and supporters in public forums (e.g., speaking events, press interviews, etc.). However, any public announcement of the Project Funding by Recipient shall be subject to mutual agreement by Omidyar Network and Recipient with respect to the announcement’s content, timing and outreach strategy.
- Recipient may include Omidyar Network’s name and logo in a general list of Recipient’s funders and supporters without prior permission, provided that Recipient treats Omidyar Network in the same manner that it treats its other similarly situated funders and supporters, and provided further that Recipient complies with the terms of Omidyar Network’s trademark usage guidelines as provided by Omidyar Network from time to time.
- Recipient may disclose the Project Funding as required by tax authorities.
- Recipient may disclose the Project Funding as otherwise required by law, provided that Recipient provides Omidyar Network with at least three (3) business days’ advance notice of any such disclosure and agrees to cooperate with Omidyar Network to revise such disclosure as reasonably requested by Omidyar Network.
- Recipient may not conduct any activity that would give rise to a disclosure obligation for Omidyar Network itself under federal, state, or local laws, including laws governing campaign finance and lobbying disclosure, without advance written approval of Omidyar Network.
- Except as otherwise set forth above, Recipient shall use the name or logo of Omidyar Network or its affiliates or refer or link to Omidyar Network or its affiliates directly or indirectly in any press release, professional or trade publication, website, advertisement or other public document or announcement, only after receiving prior written consent from Omidyar Network for such use, reference or link. Recipient shall seek such consent at least three (3) business days in advance of Recipient’s proposed publicity, and shall provide the content to be approved as well as the timing and outreach strategy. Recipient shall send all such information to the Omidyar Network contact listed in the Agreement and shall designate a Recipient point of contact with email address and telephone number for such request and future requests.
b. Omidyar Network. Recipient acknowledges that Omidyar Network shall have the right to disclose the Funding Amount and Project (including amount and description) and use the name and / or logo of Recipient and refer or link to Recipient and the Funding Amount and / or Project Funding in any press release, professional or trade publication, website, advertisement or other public document or announcement, including without limitation, in a general list of Omidyar Network’s portfolio companies and supported organizations, and as otherwise required by law.
c. Trademarks. Any right granted to Omidyar Network or Recipient to use the other party’s logo or any other trademark shall be revocable, non-exclusive and non-transferable, and such party agrees to use such logo or trademark only in accordance with any trademark usage guidelines that the other party may provide from time to time. Each party agrees, upon request, to provide samples of such party’s usage of the other party’s logo or trademarks, and each party agrees to terminate usage of any such logo or trademark if such usage fails to meet the other party’s trademark usage guidelines or quality standards or otherwise upon the other party’s reasonable request. Each party agrees that any goodwill arising from use of the other party’s logo or trademarks shall inure only to the benefit of the other party.
11. Indemnity.
Recipient irrevocably and unconditionally agrees, to the fullest extent permitted by law, to defend, indemnify, and hold harmless Omidyar Network, its affiliated entities, and their officers, directors, trustees, employees, and agents, from and against any and all claims, liabilities, losses, and expenses (including reasonable attorneys’ fees) directly, indirectly, wholly, or partially arising from or in connection with any act or omission of Recipient, its officers, directors, trustees, employees or agents, in applying for, accepting, expending, or carrying out any project funded by the Project Funding, except to the extent that such claims, liabilities, losses, or expenses arise from or in connection with any gross negligence or willful misconduct of Omidyar Network, its affiliated entities, and their officers, directors, trustees, employees or agents.
12. No Pledge.
Neither this Agreement nor any other statement, oral or written, express or implied, nor the making of any other funding to Recipient, shall be interpreted to create any pledge or any commitment by Omidyar Network or by any related person or entity to make any other funding to Recipient or any other entity for this or any other project. The Project Funding shall be a separate and independent transaction from any other transaction between Omidyar Network and Recipient or any other entity.
13. Compliance with Laws.
a. Terrorist Activity. Recipient represents and warrants that (i) Recipient, its affiliates, directors, officers, employees and agents (“Recipient Parties”) do not conduct or support, directly or indirectly, terrorist activity of any kind; (ii) Recipient Parties are not associated or engaged in transactions with any individual or entity that they know or have reason to know advocates, plans, sponsors or engages in terrorist activity, and (iii) Recipient Parties are not owned or controlled by, and do not act for or on behalf of, any individual or entity that they know or have reason to know advocates, plans, sponsors or engages in terrorist activity.
b. Sanctions.
- Recipient represents and warrants that Recipient Parties are not (i) listed in the Specially Designated Nationals and Blocked Persons list maintained by the Office of Foreign Assets Control of the United States Department of Treasury (the "SDN List"), (ii) owned 50% or more or otherwise controlled by, or acting for or on behalf of, an individual or entity listed on the SDN List, or (iii) otherwise the target of economic or trade sanctions as administered by the Office of Foreign Assets Control of the United States Department of Treasury or any other U.S. government agency.
- Recipient represents and warrants that Recipient Parties are not engaged, directly or indirectly, in transactions with any individual or entity listed on the SDN List or otherwise the target of economic or trade sanctions as administered by the Office of Foreign Assets Control of the United States Department of Treasury or any other U.S. government agency.
c. Anti-Money Laundering. Recipient represents and warrants that (i) Recipient Parties do not conduct or support, directly or indirectly, money laundering of any kind; (ii) Recipient Parties are not associated or engaged in transactions with any individual or entity that they know or have reason to know engages in money laundering, and (iii) Recipient Parties are not owned or controlled by, and do not act for or on behalf of, any individual or entity that they know or have reason to know engages in money laundering.
d. Foreign Corrupt Practices. Recipient represents and warrants that Recipient Parties have not and will not pay, offer or promise to pay, or authorize the payment directly or indirectly, of any money, gift or anything of value to any government official or employee, any political party, party official or candidate for political office, or any official or employee of a public international organization, for the purpose of influencing any act or decision of such official or of the government or public international organization to obtain or retain business, or direct business to Recipient.
e. Interactions with Government Officials; Involvement with Ballot Measures. Recipient agrees that Recipient Parties will not hold themselves out as representatives of Omidyar Network to any third party, that Recipient Parties will conduct all activities in their own names, and that Omidyar Network will not direct or control the Recipient Parties' interactions with government officials. Recipient Parties also warrant and represent that no portion of the Project Funding may be used in support of or opposition to a state or local ballot measure.
f. Ongoing Compliance; Remedies.
- Recipient agrees to use its best efforts to ensure that the representations and warranties in this Section remain true and accurate during the Project Funding Term, and Recipient agrees to promptly notify Omidyar Network if any such representation or warranty ceases to be true and accurate during the Project Funding Term.
- Recipient acknowledges that Omidyar Network is required by U.S. law to ensure that none of Omidyar Network’s funds are used directly or indirectly (i) to conduct or support terrorist activity, (ii) to support individuals or entities identified as terrorists, (iii) to support persons or organizations listed on the SDN List or otherwise the target of economic or trade sanctions as administered by the Office of Foreign Assets Control of the United States Department of Treasury or any other U.S. government agency, (iv) to conduct or support money laundering, or (v) to make corrupt payments to government officials. Recipient shall use its best efforts to ensure that Omidyar Network’s funds are not so used.
- To assist Omidyar Network in complying with all applicable laws and regulations, Recipient agrees to provide Omidyar Network such information as Omidyar Network may reasonably request, including without limitation, information about persons or organizations receiving funds from Recipient.
- In the event Omidyar Network has reason to believe that a breach of the terms and conditions of this Section has occurred or may occur, Omidyar Network may immediately terminate this Agreement or withhold further payments until it has received confirmation to its satisfaction that no breach has occurred or will occur. In no event shall Omidyar Network be obligated under this Agreement to take any action or omit to take any action that Omidyar Network believes in good faith would cause it to be in violation of any U.S. laws.
g. Privacy. Recipient shall process all identifying and identifiable (“personal”) information lawfully, accurately, and proportionately in accordance with applicable privacy and data security laws. If Recipient becomes aware of any suspected or actual personal information or data security breach, Recipient shall promptly and without undue delay notify Omidyar Network and shall use its best endeavours to contain, remediate and mitigate the effects of such breach and shall provide prompt responses to all requests from Omidyar Network and provide all requested assistance to Omidyar Network in connect with such breach.
14. Relationship of the Parties. This Agreement shall not be construed as creating an agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between the parties, and neither party shall make any such representation. Neither party shall have any right or authority, express or implied, to assume or create any obligation of any kind, or to make any representation or warranty, on behalf of the other party or to bind the other party in any respect whatsoever.
15. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, USA, without reference to its conflict of laws provisions.
16. Arbitration. Any controversy, claim or dispute arising out of or relating to this Agreement or the breach hereof, whether based on contract, tort, statute or other legal or equitable theory shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its applicable rules then in effect. The arbitration shall be conducted in San Mateo County, California, USA, by a sole arbitrator and the award of the arbitrator shall be final and binding, and judgment on the award may be entered, confirmed and enforced in any court having jurisdiction thereof. Except as required by judicial process or by law, no party or arbitrator may disclose the existence, contents or results of any arbitration hereunder without the prior written consent of both parties. Subject to reapportionment by the arbitrator, the parties shall share equally in payment of the expenses of the arbitrator and the arbitration. Nothing in this Section shall preclude any party from seeking interim or provisional injunctive relief, including a preliminary injunction, either prior to or during arbitration, if necessary to protect the interests of such party.
17. Notice. Any notice, request, demand or other communication required or permitted hereunder shall be in writing, shall reference this Agreement and shall be deemed to be properly given: (a) when delivered personally; (b) when sent by email, with email confirmation of receipt by the receiving party; (c) when sent by facsimile, with written confirmation of receipt by the sending facsimile machine; (d) five (5) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (e) two (2) business days after deposit with a private industry express courier, with written confirmation of receipt. All notices shall be sent to Omidyar Network’s address below, or Recipient’s address in the address block of the Agreement (or to such other address as may be designated by a party by giving written notice to the other party pursuant to this Section). Omidyar Network’s address for notice purposes:
Attention: Legal Department, 1991 Broadway St., Suite 200, Redwood City, CA 94063, USA
Fax: +1 (650) 482-2525
Email: legal@omidyar.com
18. Waiver. The waiver by either party of a breach of or a default under any provision of this Agreement shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.
19. Severability. If any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, such provision shall be enforced to the maximum extent possible so as to affect the intent of the parties, and the remainder of this Agreement shall remain in full force and effect.
20. Assignment; No Third-Party Beneficiaries. Recipient shall not and shall not have the right to assign, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, this Agreement or any of its rights or obligations under this Agreement without the prior written consent of Omidyar Network. Any purported assignment, sale, transfer, delegation or other disposition by Recipient, except as permitted herein, shall be null and void. Omidyar Network may assign, transfer, delegate or otherwise dispose of this Agreement and any of its rights or obligations of this Agreement without the prior written consent of Recipient. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer, nor shall anything herein confer on, any person other than the parties and the respective successors or permitted assigns of the parties, any rights, remedies, obligations or liabilities.
21. Remedies; Injunctive Relief. Any specific right or remedy provided in this Agreement shall not be exclusive but shall be in addition to all other rights and remedies set forth in this Agreement and permitted under applicable law. Recipient acknowledges and agrees that there can be no adequate remedy at law for any breach by Recipient of this Agreement, that any such breach may result in irreparable harm to Omidyar Network for which monetary damages would be inadequate to compensate Omidyar Network, and that Omidyar Network shall have the right, in addition to any other rights available under applicable law, to obtain from any court of competent jurisdiction injunctive relief to restrain any breach or threatened breach of, or otherwise to specifically enforce, any covenant or obligation of Recipient under this Agreement, without the necessity of posting any bond or security.
22. Acknowledgment. Recipient acknowledges that it understands its obligations imposed by this Agreement. Recipient agrees that if Recipient has any questions about its obligations under this Agreement, Recipient will promptly contact its own legal counsel.
23. Captions; Interpretation. All captions and headings in this Agreement are for the purposes of reference and convenience only, and shall not limit or expand the provisions of this Agreement. This Agreement shall be deemed to have been drafted by all parties and, in the event of a dispute, no party hereto shall be entitled to claim that any provision should be construed against any other party by reason of the fact that it was drafted by one particular party.
24. Counterparts. This Agreement may be executed (including, without limitation, by facsimile signature) in one or more counterparts, with the same effect as if the parties had signed the same document. Each counterpart so executed shall be deemed to be an original, and all such counterparts shall be construed together and shall constitute one Agreement.
25. Entire Agreement. The letter agreement, any and all Attachments, any documents incorporated by reference, and these Terms & Conditions (together, the “Agreement”), constitute the entire agreement with respect to the subject matter hereof, and shall supersede any prior or contemporaneous oral or written agreements, understandings or communications or past courses of dealing between the parties with respect to the subject matter hereof. This Agreement may not be amended or modified, except in a writing signed by duly authorized representatives of both parties.
Recipient’s Initials:______
Appendix 1: Workplace Conduct Standards
1. Omidyar Network is committed to ensuring that its workplace is free from harassment and discrimination and expects Recipient to share this commitment by maintaining a workplace that does not tolerate harassment or discrimination and by investigating and responding effectively to any complaints.
2. Omidyar Network expects that Recipient will take appropriate steps to safeguard its staff and others in its workplace against exploitation, abuse, harassment and discrimination, and encourage equal opportunities for people of color, women, and other underrepresented groups. Recipient shall: (i) maintain workplace policies and practices that prohibit bullying, harassment and discrimination and provide a means to report complaints of bullying, harassment or discrimination; (ii) promptly investigate and address complaints; and (iii) protect individuals from retaliation as a result of complaints. In addition, Recipient shall promptly notify Omidyar Network of any such event or circumstance that is likely to impact Recipient’s ability to carry out this Project Funding or that results in or is likely to result in negative publicity for the Recipient, Omidyar Network, or this Project Funding.
3. In the event Omidyar Network learns of allegations of workplace misconduct as a result of notification by Recipient or by third parties, Recipient agrees to cooperate with reasonable requests of Omidyar Network to understand the policies, procedures, and practices in place and what steps were taken in response to the allegations. In making such requests, Omidyar Network is not seeking to determine the truth or falsity of the underlying allegations and is not accepting any such allegations as true. If Omidyar Network concludes that Recipient lacks the necessary workplace protections or has failed to adhere to appropriate practices in its investigation or in response to the investigation, Omidyar Network may take such action as is appropriate under the circumstances, including suspending future disbursements or, in extreme cases, terminating this Project Funding. Prior to taking any action, Omidyar Network will discuss with Recipient the proposed course of action and provide Recipient an opportunity to respond and suggest corrective action.
Recipient’s Initials:______