A. The Grant shall be used to fund research in a manner consistent with NSF’s mission of providing immediate and ongoing support and assistance to the Naval Special Warfare community and its families.

B. All of Grantee’s actions with respect to the Grant shall be consistent with the laws and regulations to which it and NSF are subject, including but not limited to the laws and regulations governing public charities exempt from taxation purposes pursuant to Section 501(c)(3) of the Code.

C. Grantee shall be responsible for issuing the IRS form W-2 or Form 1099 (where applicable) to all individuals receiving honoraria or other forms of compensation from NSF’ funds hereunder and shall be responsible for withholding and paying all required federal and state payroll taxes with regard to such compensation.

D. No part of the Grant shall be used for purposes other than the charitable, educational, scientific, or literary purposes described in Section 170(c)(2)(B) of the Code.

E. No part of this Grant may be used to participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office or otherwise directly or indirectly support or oppose candidates for public office or political parties.

F. No part of this Grant may be expended on activities that constitute attempts to influence legislation within the meaning of Section 501(c)(3) (“lobbying”).  Should additional funds be granted under an amendment, none of those funds shall be expended on lobbying unless specifically provided for in the amendment.

G. No part of the Grant shall be used for any personal attack on, or vilification of, any person (whether by name or business affiliation), company, or governmental agency, whether individually or collectively.

H. No part of the Grant shall be used for a grant to another organization, individual, or entity without the express prior written approval of NSF.

I. Grantee shall require each organization, entity or individual to which it distributes any portion of the Grant to enter into a written agreement with Grantee obligating such organization or entity to comply with the terms of this Agreement and shall implement appropriate measures to monitor and enforce such compliance.

J. No part of the Grant shall be used to provide material support or resources to any individual or entity (or an agent) that Grantee knows or has reason to know advocates, plans, sponsors, engages in, or has engaged in illegal or terrorist activity, or may otherwise be deemed associated with terrorism under Executive Order 13224, as amended, the USA Patriot Act, or related laws and regulations.

Grantee shall indicate the Grant separately on its books of account.  A systematic accounting record shall be kept by Grantee of the receipt and disbursement of funds and expenditures incurred under the terms of the Grant.  Substantiating documents such as bills, invoices, canceled checks, and receipts shall be retained in Grantee’s files for a period of not less than seven (7) years after expiration of the Grant Period.  Grantee agrees promptly to furnish NSF with copies of such documents upon NSF’s request.

Grantee agrees to make its books and records available to NSF at reasonable times.  NSF, at its expense, may audit or have audited the books and records of Grantee insofar as they relate to the disposition of the Grant funds, and Grantee shall provide all necessary assistance in connection therewith.

A.   Grantee Monitoring.  NSF may, at its expense, monitor and conduct an evaluation of operations under the Grant, which may include visits by representatives of NSF to observe Grantee’s program procedures and operations and to discuss the program with Grantee’s personnel.

B. Narrative and Financial Reporting.  Narrative and financial reports shall be furnished by Grantee to NSF for each budget period of the grant and upon expiration, repayment, or termination of the grant (pursuant to Section 11 hereof).  Such reports shall be furnished to NSF within sixty (60) days after the close of Grantee’s annual accounting period.  The narrative report shall include a report on the progress made by Grantee towards achieving the stated grant purposes and any problems or obstacles encountered in the effort to achieve the program purposes.  The financial report shall show actual expenditures reported as of the date of the report against the approved line-item budget.  Such reports shall be retained in Grantee’s files for a period of not less than seven (7) years after expiration of the total grant period.

C. Notification of Conflicts of Interest.  Grantee shall disclose to NSF any potential conflict of interest between NSF, Grantee, participants, recipients, or decision-makers in the issuance of the Grant from NSF to the Grantee as soon as the Grantee becomes aware of such conflict.

D. Misconduct; Investigations.  Grantee agrees to notify NSF immediately: (a) of any conduct on Grantee’s part that is in violation of any applicable federal, state and local laws; (b) if Grantee receives notice of, or otherwise becomes aware of, any actual or threatened investigation, action, litigation, or disciplinary or other proceeding to which Grantee is or may be a subject in connection with the Grant and to the extent permitted by applicable law, shall provide NSF with all written notices and communications received by Grantee relating to any such investigation, action, litigation, or disciplinary proceeding; or (c)  of any suspected research misconduct (i.e. the fabrication, falsification, or plagiarism, in proposing, performing, or reviewing research, or in reporting research results) in connection with this Agreement.

A. Press Releases / Public Reporting.  Both NSF and the Grantee shall discuss and mutually agree upon any press releases relating to this Agreement prior to their release or distribution. Grantee will be asked to provide, or review and approve a program summary, which may be used by NSF to respond to inquiries regarding the Grantee's activities and for other public information purposes.  NSF may release special reports on Grantee efforts during or following the Grant award period.  Grantee approval of such reports shall not be unreasonably withheld.

B. Informational Materials.  Grantee shall send NSF copies of all publications, articles, manuscripts, trainings, presentations, and other educational or informational materials (collectively, "Informational Materials") that it produces in connection with the project supported by the Grant before distributing such Informational Materials to the public.

All Informational Materials produced by the Grantee shall prominently make reference to the facts that (a) NSF has provided financial support for the Grantee's project, in whole or in part, as the case may be; and (b) the Grantee's Informational Materials do not necessarily represent the views of NSF, NSF’ staff, or its Board of Directors.

Except as may otherwise be provided in this Agreement, all copyright interests in Informational Materials and other studies, evaluations, surveys, tools, reports or other materials produced as a result of the Grant are owned by Grantee.  Grantee hereby grants to NSF a nonexclusive, irrevocable, perpetual, royalty-free license to reproduce, publish, copy, alter, or otherwise use and to license others to use any and all such materials, including any and all data collected in connection with the Grant in any and all forms in which said data are fixed.

NSF reserves the right to receive a copy of all data sets developed by Grantee related to the Grant and to obtain copies of relevant materials related to the Grant.  Grantee also agrees to provide consultation in interpretation of the data sets that NSF requests and analyzes.

NSF may communicate to Grantee proprietary, confidential and other information during the term of this Agreement.  Grantee shall treat all such information as confidential, whether requested to do so or not, and shall take all such reasonable precautions to prevent the unauthorized disclosure of any part of such information to any person outside its organization including, without limitation, taking all those precautions which Grantee uses to safeguard its own confidential information.  Conversely, NSF agrees to apply the same level of confidence to information received from Grantee. 

Such obligation of confidentiality shall survive the expiration or early termination of this Agreement and shall not apply to (i) information that is or becomes available in the public domain through no wrongful acts of Grantee or NSF; and (ii) information disclosed pursuant to any court or regulatory order served upon either party, provided that either party gives the other prompt notice of such order.

A. Tax Status.  Grantee represents that it is currently either (i) a tax-exempt entity described in Internal Revenue Code (“Code”) Section 501(c)(3); or (ii) an organization described in Code Section 170(c)(1) or Section 511(a)(2)(B).  Grantee further agrees that it shall immediately give written notice to NSF if Grantee ceases to be exempt from federal income taxation as an organization described in Code Section 501(c)(3) or its status as a Code Section 170(c)(1) or Section 511(a)(2)(B) organization materially changes.

B. Anti-Terrorism.  Grantee hereby certifies that it does not advocate, support, assist or engage in, and has not advocated, supported, assisted, or engaged in, any illegal or terrorist activity.  Grantee further certifies that it does not employ, support, assist or otherwise associate with any entities, organizations, or individuals that Grantee knows, or has reason to know, support terrorism, or that appear on any official terrorist lists published by the U.S. Government, the United Nations or the European Union.

C. Compliance with Laws.  Grantee represents and warrants that: (a) all of its activities pursuant to this Agreement shall comply with all applicable laws, rules, and regulations at the federal, state, and local levels; and (b) it does not discriminate on the basis of race, religion, color, national origin, ancestry, sex, age, disability, marital status, sexual orientation or any other class protected by law; (c) it shall obtain and maintain all licenses, permits, and approvals, if any, which are necessary for the performance of its duties hereunder.

NSF may terminate the grant at any time immediately by written notice if:

(i) Grantee uses any portion of the Grant funds for any purpose other than those specified in this Agreement or otherwise breaches any of the terms of this Agreement;

(ii) the Grant funds are not used for proper purposes within the time specified on Exhibit A or within any extension of said time period approved by NSF in writing;

(iii) in NSF’s sole judgment, Grantee ceases to be able to carry out or accomplish the purposes of the Grant in an appropriate manner; or

(iv) in NSF’s sole judgment, the Grant might jeopardize NSF’ Code Section 501(c)(3) status or result in an excise tax under Chapter 42 of the Code.

It is expressly agreed that in the event of termination under this Section, any outstanding Grant amount payable will be canceled and NSF’s obligation to make further payments under the grant will terminate.  In addition, upon NSF’s written request, Grantee will promptly repay to NSF any funds that were expended in connection with or subsequent to any of the above occurrences.

This Agreement shall be construed in accordance with and governed by the laws of the State of Virginia, U.S.A.  Grantee agrees to submit to the exclusive jurisdiction of the courts of Virginia, for any claims made under this Agreement.

Grantee accepts and agrees to comply with the following Special Conditions if the Grant involves research activities:

A. Requirements When Grant May be Used for Research Involving Human Subjects. Grantee shall provide to NSF a copy of the Institutional Review Board approval.  If not available, the applicant must document its request for Institutional Review Board approval and the expected date of approval, or Institutional Review Board waiver if applicable.

Grantee hereby certifies that it, applying the ethical standards and the criteria for approval of grants set forth in Department of Health and Human Services policy for the protection of human research subjects (45 CFR Part 46, as amended from time to time), has determined that the human subjects involved in this grant will not experience risk over and above that involved in the normal process of care and are likely to benefit from the proposed research program.

Unless otherwise specified herein, all notices, reports, and other communications required or permitted to be given or made hereunder shall be in writing and delivered personally or sent by pre-paid, first-class certified or registered mail, return receipt requested, to the following, or to such other contact person or address as may be subsequently directed by NSF: 

To: Navy SEAL Foundation, Inc.

Attn:  Robin King, CEO

1033 B Avenue, STE 201

Coronado, CA 92118

Copy to: Navy SEAL Foundation, Inc.

Attn:  Scott Burke, CFO

1619 D Street

Virginia Beach, VA 23459

If any provision of this Agreement is held invalid or unenforceable in any circumstances by a court of competent jurisdiction, the remainder of this Agreement, and the application of such provision in any other circumstances, will not be affected thereby. Waiver of a breach of any provision of this Agreement does not constitute a waiver of any other breach of the same provision or any other provision of this Agreement. The headings of sections of this Agreement are for convenience only and will not affect the meaning or interpretation of this Agreement.  

This Agreement, including all attached exhibits referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes any proposal or prior agreement, oral or written, and any other communications between the parties with respect to such subject matter.  Any changes, additions, or deletions to the conditions of the Grant must be mutually agreed upon in writing by NSF and Grantee.  This Agreement may be executed simultaneously in two or more counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates set forth below.