‍The following sample provisions for a Grant Agreement are provided in order to inform applicants of the Healthy Aging Challenge of the terms that may be required if an applicant is invited to enter into a Grant Agreement to accept a single award of $500,000 in order to implement the solution proposed in an application. These sample terms are subject to change, according to the sole discretion of Henry L. Hillman Foundation. However, it is our intent to inform applicants of any pending obligations that a grantee may incur as a result of accepting such a grant.

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Grant Agreement (the “Agreement”)
Grantee:  (the “Grantee”)
‍Award Date:  
‍Purpose:  (the “Purposes”)
‍Amount:  
$ Schedule of Payments:  

Y1:
All payments are subject to Grantee’s compliance with the Agreement and Grantee’s achievement of and the Foundation’s approval of applicable targets, milestones, and reporting deliverables required under this Agreement. The Foundation may, in its reasonable discretion, modify payment dates or amounts and will notify Grantee of any such changes in writing. Payments on multi-year grants will be released only upon approval of any required interim grant reports submitted to the Foundation.  The Foundation is awarding this grant conditioned on the following terms and conditions:

1. Representation and Warranties of Grantee. The Grantee hereby represents and warrants that:

1. The Grantee is exempt from federal income tax as an organization described in section 501(c)(3) of the Internal Revenue Code of 1986 (the “Code”), is not a “private foundation” as defined in section 509(a) of the Code, and it has received a determination letter from the Internal Revenue Service (the “IRS”) to such effect (or, if not a 501(c)(3), it is a government institution);
2. The Grantee has fully complied with all applicable statutory and regulatory requirements necessary to retain its status as a tax-exempt organization, including, without limitation, the filing of all returns, reports, and other information;
3. There is no pending or threatened audit or other administrative hearing before the IRS regarding the public charity tax-exempt status of the Grantee under section 509 of the Code and, to Grantee’s actual knowledge without any requirement of due inquiry, there are no current fact or circumstances that affect, or may reasonably affect, its public charity status under Section 509 of the Code during the term of this Agreement;
4. The Grantee is an entity duly organized or formed, qualified to do business, and in good standing under the laws of the jurisdiction in which it organized or formed and in every other jurisdiction in which the nature of their operations require them to be so qualified and licensed;
5. No registration or filing with, or notice to, or consent or approval of, or other action by, any federal, state or other governmental agency or instrumentality or other nongovernmental third party is or will be necessary for the valid execution, delivery and performance of this Agreement by the Grantee;
6. No substantial goods or services have been given to the Foundation in return for the award of grant funds under this Agreement; and
7. The execution, delivery, compliance with and performance by the Grantee of this Agreement does not and will not (1) violate or contravene the organizational certificates, documents and agreements, as amended to date, or its tax-exempt or public charity status, or (2) violate or contravene any law, statute, rule, regulation, order, judgment or decree to which the Grantee is subject.

2. Covenants on Grantee’s Use of Funds. The Grantee hereby covenants that:

1. The grant funds and income thereon will not be used for any of the following purposes: (1) to carry on propaganda, or otherwise to attempt to influence legislation; (2) to influence the outcome of any specific public election; (3) to make any grant to an individual or organization that does not comply with the requirements of section 4945(d)(3) or 4945(d)(4) of the Code; or (4) to undertake any activity which does not have a charitable purpose within the meaning of section 501(c)(3) of the Code;
2. The Grantee shall not promote or in any manner support terrorism, terrorist activities, the destruction of any state, or violence against the citizens of any state, nor shall the Grantee knowingly transact business with any entity that promotes or in any manner supports such actions;
3. The grant funds may not be expended for any purpose other than the Purposes as set forth in this Agreement without the Foundation’s prior written approval;
4. The Grantee will maintain adequate records to document the expenditure of funds and the activities supported by the grant, the Grantee shall make such records available for inspection by the Foundation during reasonable business hours for a period beginning with the date of the grant and ending four years after the last grant funds have been expended;
5. The Grantee shall prepare and fill any interim and/or final reports, as may be require by the Foundation from time to time, in a timely manner, and such reports shall include detailed information regarding how the Grantee has spent the grant funds;
6. The Grantee shall communicate in writing of any material proposed changes to budgets and timelines to the Foundation for approval, which approval will not be unreasonably withheld; and
7. The Grantee will notify the Foundation in writing of any material changes related to organization/project leadership and/or the representations and warranties set forth in Section 1 of this Agreement, and upon written request of the Foundation, will then return any unexpended funds in the event of such changes.

3. Return of Funds. Any grant funds that will not be used for the Purposes as set forth in this Agreement must be returned promptly to the Foundation or, in the sole discretion of the Foundation, applied to another mutually-agreed upon charitable purpose, as directed in writing by the Foundation.

4. Breach of Obligations. In the event that the Foundation, in its sole discretion, determines that the Grantee has released, expended, distributed, or committed any portion of the grant funds in violation of any of the terms and conditions of this Agreement, and such violation is not cured within twenty (20) business days after written notice to the Grantee, (a) all further obligations on the part of the Foundation under this Agreement, including without limitation, the obligation to pay additional installments, shall cease and be of no effect, and (b) at Foundation’s request, the Grantee will repay to Foundation any portion of grant funds and/or income thereon used or committed in breach of this Agreement.

5. Grant Administration Requirements. Any grant requirements (which include only acknowledgements, interim, and final reports as may be required by the Foundation as set forth under Section 3 of this Agreement) are available in the Foundation grants portal under the “Reports” and “Payments” headings. For clarity, these grant requirements do not include the grant of any license rights from the Grantee. Email notifications for report requirements will be sent 28 days in advance of the due date. Failure to complete these requirements in a timely manner will delay grant payments and future grant request consideration.

6. Publicity Policy. With the prior written approval of the Foundation, the Grantee may: (a) use the Foundation's name, which should reference as Henry L. Hillman Foundation (not Hillman Family Foundations or any of the other 17 foundations of which it is comprised) in its fundraising materials, including its website, and (b) make appropriate announcements through internal and external publications and through the media and give such other recognition as is suitable and consistent with the level of giving attained by the Foundation. If you wish to credit the Foundation in connection with publication of any Foundation-funded research, you must use the following disclaimer:

“This [material/publication/book/report] is based on research funded by (or in part by) Henry L. Hillman Foundation. The findings and conclusions contained within are those of the authors and do not necessarily reflect positions or policies of the Henry L. Hillman Foundation or any related foundation, any officer, director or employee thereof or any donor thereto.”

7. Indemnification. The Grantee agrees to indemnify and hold the Foundation and its employees and agents harmless from any and all claims, losses, damages, judgments, costs, expenses, and deficiencies with respect to any third party claims resulting from actions or failures of this grant.

8. Notices and Approvals. Written notices, requests, and approvals under this Agreement must be delivered by mail or email to the other party’s primary contact on record or as otherwise directed by the other Party.

9. Applicable Law. This Agreement is governed by and shall be construed in accordance with the laws of the Commonwealth of Pennsylvania (excluding its conflict-of-law rules).

10. Integration, Modifications and Waivers. This Agreement contains the entire agreement of the parties and supersedes any and all prior or contemporaneous agreements, understandings, and negotiations, whether written or oral, relating to the subject matter hereof. This Agreement, or any provision hereof, may be amended, supplemented or modified only by a writing signed by all of the parties, and may be waived only by a writing signed by the party to be bound thereby. A written waiver of any provision shall be valid only in the instance for which given, and shall not be deemed to be a continuing waiver or construed as a waiver of any other provision.

11. Severability. Each provision of this Agreement must be interpreted in a way that is enforceable under applicable law. If any provision is held unenforceable, the rest of the Agreement will remain in effect.

12. Assignment. The Grantee may not assign, or transfer by operation of law or court order, any of its rights or obligations under this Agreement.

13. Formal Acceptance. Electronic signature by an authorized signatory of Grantee indicates that Grantee accepts and agrees to the terms and representations as set forth in this Agreement. The first scheduled payment will be made upon the latter to occur of (a) receipt of the completed grant agreement by the Foundation via DocuSign or (b) upon satisfaction of any conditions precedent as described above.