- 1 Purpose and background
- 2 Highlights
- 3 Agreement text
- 3.1 Introduction
- 3.2 1. Separate Bookkeeping Account:
- 3.3 2. Payments and Funding Requirements:
- 3.4 3. Reporting and Notifications:
- 3.5 4. Re-granting:
- 3.6 5. Maintenance of Financial Records:
- 3.7 6. Review and Audit:
- 3.8 7. Legal Compliance and Governance:
- 3.8.1 a. Grantee represents and warrants that it has received all necessary permissions and authorizations to accept this Grant and that Grantee’s use of the Grant is in compliance with all applicable laws and regulations, including (but not limited to):
- 3.8.2 b. Grantee agrees to comply with relevant tax laws and regulations restricting the use of the Grant funds, including (but not limited to) the following provisions:
- 3.8.3 c. Verification and Screening:
- 3.8.4 d. Conflict of Interests:
- 3.8.5 e. Best Organizational Practices:
- 3.9 8. No Promise of Future Funding:
- 3.10 9. No Agency.
- 3.11 10. Limitation of Liability.
- 3.12 11. Criticalness of Deadlines:
- 3.13 12. Notice:
- 3.14 13. Modifications:
- 3.15 14. Severability:
- 3.16 15. Choice of Law:
- 3.17 16. Merger and Integration:
- 3.18 Signature page
- 4 Appendices
Purpose and backgroundEdit
These grant agreement examples are provided for information only. They are not intended for use with any specific project or grant, and may not be suitable for the needs of other projects or organizations. These examples do no constitute a grant offer or legal advice. If you receive a grant offer from the Wikimedia Foundation, Wikimedia Foundation will contact you at that time to provide an appropriate grant agreement specific to your project and your organization. While these examples are updated regularly, minor changes do sometimes occur. If you have concerns, you may need to contact the WMF Grants Administrator for the most current version of this example.
This type of document is used by WMF to make general support annual plan grants that are awarded through the FDC process. It is intended for international use. It is significantly different from the agreements used by WMF to make project grants or to make grants to individuals. For one thing, it does not outline specific goals or activities associated with the project in an appendix, but it does include detailed information about what type of information organizations need to report to WMF and when. The main points of the agreement may be found in the Highlights section below.
These highlights are a user-friendly summary of some important parts of the Grant Agreement. They are not part of the Grant Agreement.
Congratulations! We are providing you Grant money for approved charitable or educational purposes.
In return, you agree to:
- Submit all grant progress and financial reports to us on time.
- Maintain accurate and detailed records about your use of the grant money.
- Notify us about major changes in your organization, any conflicts of interest, and legal allegations against your organization or employees.
- Comply with all applicable laws and regulations.
You should use the Grant money for:
- The mission and purposes set out in the grant agreement.
- Charitable or educational purposes – You should use the Grant funds only for charitable or educational purposes.
You may not use the Grant funds for:
- Political Activities – You understand not to use the funds for lobbying, support of political candidates or campaigns, voter registration drives, or other propaganda.
If you are unable to comply, we will discuss with you, but we may:
- Reduce the Grant funding; or
- Terminate the Grant and ask for return of the Grant funds.
If you have any questions, please contact the WMF Grants Administrator <grantsadmin wikimedia.org>
This agreement will be addressed to the person at this organization who will sign the agreement on behalf of the organization and will include a date of issue at the top of the agreement.
The first paragraph of the grant agreement will be specific to this grant and this grantee and will include details about the grant, including the grantee name, the grant amount, the grant term, the effective date of the agreement, reporting deadlines. It will inform the grantee that by signing a grant agreement, the grantee agrees to the terms and conditions set out in the grant agreement, which includes the main grant agreement text as well as the appendices. In this type of grant agreement, the first paragraph will also set out the reporting requirements detailed in the appendices, and will set out the purpose of the grant as follows:
The Grantee agrees to use this Grant (1) to empower and engage people to collect and develop educational content under a free license or in the public domain consistent with the WMF mission; and (2) consistent with the general purposes of the Grant Proposal as approved and restricted by the WMF Board of Trustees (“Mission and Purposes”).
After the address and introductory sections, this agreement will include 16 sections and a signature page, 4 appendices, and a summary page.
1. Separate Bookkeeping Account:Edit
Grantee will account for Grant funds by maintaining those funds in a separate bookkeeping account that is maintained as part of Grantee’s financial records. Grantee must ensure an acceptable finance system that allows for the tracking of all deposits, withdrawals, and expenditures of Grant funds so as to distinguish between Grant funds and non-Grant funds.
In its sole discretion, WMF may require Grantee to maintain its single dedicated bank account in a manner in which Grantee does not commingle Grant funds with non-Grant funds.
2. Payments and Funding Requirements:Edit
a. Payment Disbursements:Edit
The Grant will be disbursed in two (2) installments at dates and amounts to be determined by WMF within the Grant Term and in consultation with Grantee. The two installments combined will equal the value of the Grant. The disbursement of Grant funds is contingent upon Grantee’s full compliance with the terms and conditions of this Grant Agreement (including all reporting requirements).
b. Funds Transfer:Edit
Grant funds will be paid to the Grantee via wire transfer in accordance with wire transfer instructions, which Grantee will provide to WMF in a form containing the information set out in Appendix 1. WMF strives to transfer the first payment usually within thirty (30) days of both the Effective Date and receipt of a complete and accurate wire transfer form. Unless otherwise agreed by Grantee, WMF will strive to ensure that the second installment takes place approximately seven (7) months after the first installment.
c. Use of Grant Funds:Edit
Grantee will use the Grant funds only for charitable, scientific, literary, or educational purposes within the meaning of Section 501(c)(3) of the United States Internal Revenue Code (“Code”) consistent with the Mission and Purposes as set out in this Grant Agreement. Grant funds may not be used to support activities conducted prior to the Effective Date of the agreement.
d. Excessive Funds:Edit
Grant funds that are unexpended ninety (90) days after the Grant Term will be returned to WMF or otherwise transferred or deployed as directed by WMF.
Grantee agrees to use any interest earned on the Grant funds to support the Mission and Purposes of the Grant.
WMF may terminate or reduce Grant funding in the event of non-compliance for the following routine performance requirements:
- i: The Grantee is misappropriating the Grant funding in a manner that is inconsistent with the Grantee’s mission;
- ii: The Grantee has failed to provide WMF with notifications of material changes or with timely and accurate Reports;
- iii: The Grantee has failed to maintain accurate and current records of expenditures and make them available to WMF upon reasonable requests for review; or
- iv: The Grantee has engaged in illegal activity.
- In the event of non-compliance related only to the above routine performance requirements, Grantee agrees to repay within ten (10) business days (i) any portion of unspent Grant funds designated by WMF as of the date of WMF’s notice of termination or reduction; and (ii) a sum equal to any amount of Grant funds expended in violation of this Grant Agreement.
3. Reporting and Notifications:Edit
Grantee will deliver its Reports in the time and manner as specified in this Grant Agreement and in Appendix 2, which is hereby incorporated.
WMF may request meetings with Grantee to discuss any Reports or Grantee’s operations. If any Report is deemed incomplete or inadequate in WMF’s reasonable discretion, WMF may require additional supporting documentation, explanations, or clarifications to the Report. Grantee agrees to use reasonable best efforts to respond to and address WMF requests promptly. WMF may withhold Grant funds or additional grants until receiving complete and adequate Reports from Grantee.
c. Notification of Changes:Edit
Grantee agrees to promptly notify WMF of material changes or developments in any of the following:
- i. Grantee’s overall financial health;
- ii. Grantee’s board of trustees, senior management, or other key personnel (including such personnel involved in the administration of this Grant or Grant Agreement);
- iii. Potential, perceived, or actual conflicts of interest by employees, board members, or others with respect to the application, receipt, or administration of this Grant or Grant Agreement;
- iv. Any change with respect to the identity of those individuals who have control of or access to the bank account dedicated to the administration and handling of the Grant funds;
- v. Any actual, potential, or threatened legal or regulatory actions; any claims or charges of impropriety; or any alleged regulatory or legal violations relating to Grantee’s operations or organization, including, but not limited to, the application, receipt, and administration of this Grant or Grant Agreement. These notifications may relate, but are not limited, to suspected fraud, fraud, malfeasance, embezzlement, misuse of funds, conflicts of interest, or any other claims, allegations, or knowledge of illegal or improper activity of Grantee or any Grantee employee, volunteer, board member, or personnel.
Grantee represents and warrants that all information provided to WMF in connection with this Grant and Grant Agreement by Grantee, its officers, directors, and agents has been and will be complete, accurate, and current to the best of their belief and knowledge.
Grantee may undertake re-granting of Grant funds to qualifying third parties, and agrees to do so pursuant to the provisions in Appendix 3, which is hereby incorporated.
5. Maintenance of Financial Records:Edit
Grantee will keep accurate and current records of receipts and expenditures in sufficient detail to substantiate all expenditures of the Grant funds. Grantee agrees to keep copies of all relevant books and records and all Reports to WMF for at least four (4) years after completion of the use of the Grant funds.
6. Review and Audit:Edit
Grantee agrees to make its books and records available to WMF staff at reasonable times for review or audit, and will comply with all reasonable requests for information and interviews regarding use of the Grant. Grantee agrees that this Grant is conditioned upon the right of WMF, or its designee, to review and audit Grantee’s operations and its administration of the Grant funds. WMF will strive to provide reasonable notice of audit to Grantee.
7. Legal Compliance and Governance:Edit
- i. Currency control restrictions;
- ii. Anti-terrorism regulations;
- iii. Money laundering, anti-corruption, and anti-bribery regulations;
- iv. Registration, filing, reporting, and disclosure requirements imposed by local government or local financial institutions;
- v. Import/export regulations and trade sanctions programs (including embargo regulations);
- vi. Donation and contract regulations; and
- vii. Foreign exchange controls.
b. Grantee agrees to comply with relevant tax laws and regulations restricting the use of the Grant funds, including (but not limited to) the following provisions:Edit
- i. Maintenance of Non-Profit Status. Grantee will secure or maintain its status as a tax-exempt, non-profit, public benefit, or charitable entity. Unless Grantee has expressly notified WMF in writing that it is not tax-exempt, Grantee hereby confirms that its tax-exempt status has not been revoked or modified. Grantee agrees to maintain this status during the term of the Grant. Grantee will notify WMF immediately of any change in Grantee’s status as a tax-exempt, non-profit, public benefit, or charitable entity.
- ii. No Lobbying or Political Activity. Grantee will not use any portion or proceeds of the Grant to engage in any attempt to influence legislation or propaganda; to intervene in any election campaign to support or oppose any candidate for public office; to support voter registration drives; or to support any partisan political purpose in violation of Section 501(c)(3) of the Code.
- iii. No Corrupt Practices. Grantee represents and warrants that it is and will remain in compliance with the Foreign Corrupt Practices Act. Grantee will give no Grant funds to any government official or political party.
- iv. Only Charitable and Educational Purposes. Grantee acknowledges that Grant is to be used only for charitable, scientific, literary, or educational purposes within the meaning of Section 501(c)(3) of the Code and the Mission and Purposes of the Grant.
- v. No Private Benefit. Grantee agrees that the Grant will not be used to cause any private inurement or improper private benefit to occur.
c. Verification and Screening:Edit
Grantee will assist and cooperate with WMF to comply with requirements under U.S. laws and regulations as determined necessary by WMF, and Grantee agrees to the provisions set out in Appendix 4 (which is hereby incorporated) on verification and screening.
d. Conflict of Interests:Edit
Grantee agrees to maintain a conflict of interest policy applicable to all board members, staff, and volunteers and to manage proactively all actual, potential, or perceived conflicts of interest in the operation of its organization. Grantee agrees to promptly notify WMF through the Grants Administrator <grantsadmin wikimedia.org> should an actual, potential, or perceived conflict of interest arise with respect to the application, receipt or administration of the Grant or Grant Agreement.
e. Best Organizational Practices:Edit
Consistent with local law, Grantee agrees to meet the organizational best practices issued by the WMF Board of Trustees in its March 2012 resolution as set out here: https://wikimediafoundation.org/wiki/Resolution:Organizational_best_practices . Grantee agrees to abide by all other existing obligations and agreements between Grantee and WMF as applicable, including, as applicable, the WMF trademark policy, applicable WMF Board of Trustee resolutions and statements (including those on movement governance), chapter agreements, and fundraising agreements. Grantee’s failure to comply with other agreements may result in WMF determining that Grantee is not eligible for future grants.
8. No Promise of Future Funding:Edit
Grantee acknowledges that WMF and its representatives have made no actual or implied promise of funding except for the amounts specified by this Grant Agreement and pursuant to its terms and conditions.
9. No Agency.Edit
The parties acknowledge that Grantee is an independent organization from WMF, and the Grant Agreement will not create any agency relationship, partnership, or joint venture between the parties. Grantee will not represent otherwise to anyone.
10. Limitation of Liability.Edit
In no event shall either party be liable to the other for any indirect, special, incidental, punitive, or consequential losses or damages, any loss of profit, loss of contract, or any other direct or indirect economic advantage however arising out of or in connection with this Grant Agreement.
11. Criticalness of Deadlines:Edit
Time is of the essence with respect to all provisions of this Grant Agreement that specify a time for performance. This provision shall not be construed to deprive a party of the benefits of any grace or use period allowed in this Grant Agreement.
Grantee agrees to publish its notices, Reports and other information in the manner and time set out in this Grant Agreement. In addition, Grantee agrees to provide its notices, Reports, and other information to WMF by sending an email (with appropriate links to the relevant notices, reports or other information as appropriate) to the WMF Grants Administrator at <grantsadmin wikimedia.org> within the time limits provided in this Grant Agreement.
This Grant Agreement may only be amended by a written agreement signed by both parties.
If any provision of this Agreement is held unenforceable for any reason, such provision will be stricken, and the provision replaced with an enforceable and valid provision that is similar in tenor to the stricken provision as is legally possible. All remaining provisions of this Agreement, and all other obligations that may exist between Grantee and WMF shall remain in full force and effect.
15. Choice of Law:Edit
This Agreement shall be governed by and construed in accordance with the laws of the State of California, USA, without regard to conflict of laws principles. The parties agree to submit to personal jurisdiction and agree to resolve any claim, cause of action or dispute (“claim”) arising out of or relating to this Agreement exclusively in a state or federal court located in San Francisco County.
16. Merger and Integration:Edit
The Grant Agreement supersedes any prior oral or written understanding, negotiations, or communications, and constitutes the entire agreement between the parties with respect to the subject matter.
The signature page will follow the last section and will include instructions for returning the agreement, a signature from a WMF representative and a place for the grantee representative to add their signature, name, title and the date.
Appendix 1: Wire Transfer InformationEdit
The form in this appendix is included for your information. You do not need to complete it here if you have already returned a completed copy to the grants administrator.
Congratulations on your approved grant submission! Please complete this form, which we will use to send you funds for this grant and future grants, and return it to the grants administrator. It is very important that you complete this entire form, and that you check with your banking institution to be sure that this information is complete and accurate, and also that you may receive a wire transfer from the US. Within the US, we may also send grant funds by check, but you will still need to provide your bank account information below and meet the requirements listed here. Individuals receiving grants (except Travel and Participation grantees) are encouraged to establish a separate project-specific account used only for your project whenever that option is available. In some cases we may also consider sending funds to an individual's personal account, but we cannot send funds to an account in the name of a for-profit business. You should receive and store the funds in the same account unless you have received permission from WMF to do otherwise. If you have questions about using this form, please visit http://meta.wikimedia.org/wiki/Grants:Bank_information_form.
- Name of account holder:
- Address of account holder:
- List all people with access to this account here:
- Name of financial institution:
- Address of bank branch: (include country)
- Bank account number: (IBAN outside US)
- SWIFT or BIC code (outside US) / Routing number or ABA (within US):
- Country specific requirement: (ex. CPF, IFSC, EIN, Sort code)
- Preferred currency for grants:
- Special instructions:
Please attach any special instructions to this form and bring them to the attention of the grants administrator. 'Note about bank fees and documents: If you need to be reimbursed for bank fees, please determine the exact amount to be charged by your bank and contact the grants administrator before any grant funds are sent. If you require additional documents along with the funds transfer for your records, please let the grants administrator know now.
Appendix 2: Reports: Contents and FormsEdit
To enable WMF to evaluate the effectiveness of this Grant, Grantee will deliver the following Reports during the Grant Term in the time and manner specified by WMF. Grantee agrees to consult https://meta.wikimedia.org/wiki/Grants:APG/Reporting_requirements and comply with any additional provisions or requirements with respect to its Reports set out on that Meta-Wiki site. All Reports will be posted according to the appropriate CC-BY-SA license or placed in the public domain.
- Progress Report: Grantee agrees to deliver one progress report, including detailed narrative and financial summaries relating to the Grantee’s activities and administration of the Grant.
- a. The Progress Report form to be completed by Grantee may be accessed at http://meta.wikimedia.org/wiki/Grants:APG/Progress_report_form. Grantee agrees to complete this form fully and accurately to the best of its belief and knowledge.
- b. Grantee will use the narrative portion of the Progress Report to describe, among other things, the following:
- A narrative description of Grantee’s use of the Grant funds and the progress Grantee has made toward achieving the Mission and Purposes of the Grant;
- A narrative description of Grantee’s activities facilitated by the Grant and the impact of these activities on the strategic priorities of the movement;
- A summary of the strategic choices Grantee has made as a result of the Grant;
- A report of Grantee’s compliance with the terms of this Grant Agreement; and
- Copies of any publications resulting from the Grant.
- c. Grantee will use the financial summary portion of the Progress Report to describe, among other things, the following:
- The amount of Grant funds spent versus the planned budget of each program initiative in the Grant Proposal;
- An explanation as requested by WMF of variances from the planned budget for each program initiative in the Grant Proposal; and
- A description of the amount and nature of other sources of funding to the Grantee (beyond this Grant).
- Final Impact Report: Grantee agrees to deliver a Final Impact Report, including a comprehensive narrative and financial overview, relating to Grantee’s activities and administration of the Grant for the entire duration of the Grant Term. :
- a. The Final Impact Report form to be completed by Grantee may be accessed at http://meta.wikimedia.org/wiki/Grants:APG/Impact_report_form. Grantee agrees to complete this form fully and accurately to the best of its belief and knowledge.
- b. The narrative overview of the Final Impact Report will describe, among other things, the same elements listed above in §1(b) of this Appendix for the entire duration of the Grant Term. The financial overview of the Final Impact Report will describe, among other things, the same elements listed above in §1(c) of this Appendix for the entire duration of the Grant Term.
- Audited Financial Reports: Grantee agrees to deliver Audited Financial Reports relating to Grantee’s operations and organization on or before the date specified in the Grant Agreement. The Audited Financial Reports will cover the previous fiscal year and will be in compliance with local audit standards. Grantee may use Grant funds to pay for the Audited Financial Reports.
- Other Reports: Grantee agrees to deliver any additional reports as may be requested by WMF.
Appendix 3: Re-Granting of FundsEdit
- If Grantee uses the Grant funds to make a grant to any organization that has an IRS determination letter recognizing it as a public charity described in Sections 509(a)(1), (2) or (3) of the Code, Grantee must maintain a written record setting forth the terms and conditions of the grant, which record must be made available to WMF upon request.
- 2. If Grantee uses the Grant funds to make a grant to any organization that does not have an IRS determination letter recognizing it as a public charity described in Sections 509(a)(1), (2) or (3) of the Code, Grantee shall:
- Require the recipient organization to use the Grant funds to achieve the Mission and Purposes of the Grant;
- Enter into a written grant agreement with the recipient organization that requires such organization to use the Grant funds in a manner consistent with the requirements of section 501(c)(3) of the Code;
- Conduct appropriate oversight to ensure that the recipient organization uses the Grant funds for their intended purposes;
- Require the recipient organization to provide Grantee with written reports, no less frequently than annually, describing how the recipient organization expended the funds;
- Make copies of such grant agreement and written reports available to WMF upon request; and
- In the event of any misuse of Grant funds by the recipient organization, make reasonable attempts to have the Grant funds restored to their original purpose.
- If Grantee uses the Grant funds to make a grant to an individual for travel, study, or other similar purposes, Grantee must:
- Ensure that such Grant funds are used to achieve the Mission and Purposes of the Grant;
- Ensure that such grant is consistent with the requirements of section 501(c)(3) of the Code;
- Conduct appropriate oversight to ensure that the individual uses the funds for their intended purposes;
- Maintain a written record setting forth the terms and conditions of the grant, which record will be made available to WMF upon request; and
- In the event of any misuse of grant funds by the recipient, make reasonable attempts to have the Grant funds restored to their original purpose.
Appendix 4: Verification and ScreeningEdit
- If WMF determines it necessary for compliance with U.S. laws or regulations, upon request of WMF, Grantee agrees to provide identifying information, including the full and correct names (in English and the language of origin); addresses; dates of birth; nationality; and citizenship of (1) any individuals who have control of, have access to, or are account holders on the dedicated bank account where the Grant funds are deposited and maintained; (2) any individuals who administer the Grant or this Grant Agreement; and (3) any individuals who serve as the Grantee’s trustees, directors, officers, or key employees. As requested by WMF, the Grantee agrees to provide valid photographic identification for such individuals.
- Grantee agrees to provide a written statement setting out a description and identifying information of the dedicated bank account (as described in §1 of this Grant Agreement) that will receive and handle the Grant funds (with a copy of a bank statement showing the names of the account holders).
- If WMF requests identifying information on the above individuals, Grantee agrees to obtain and provide that information in compliance with applicable local laws. WMF may screen such individuals against U.S. government watch lists, including (but not limited to):
- Specially Designated Nationals List, which is published by the U.S. Treasury’s Office of Foreign Asset Control, in order to prevent terrorist financing and to ensure compliance with appropriate U.S. laws; and
- Terrorist Exclusion List, which is published by the U.S. Department of State in order to prevent terrorist financing and terrorist activities.
- If Grantee discovers through its own due diligence or through any other means that any individual associated with Grantee appears on one of the lists or may be involved in terrorist activities, Grantee will promptly notify WMF. In no instance will Grantee provide Grant funds to any person or entity that appears on any such U.S. government watch lists or who may be involved in violent or terroristic activities.