Agmt22 Silicon Valley Community Foundation (2)

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REV: 09-06-2022 RL contribution or grant to Grantee, shall be interpreted to create any pledge or any commitment by SVCF or by any related person or entity to make any other grant or contribution to Grantee or any other entity for this or any other project. The grant contemplated by this Agreement shall be a separate and independent transaction from any other transaction between SVCF and Grantee or any other entity. No Agency: Grantee is solely responsible for all activities supported by the grant funds, the content of any product created with the grant funds and the manner in which such products may be disseminated. This Agreement shall not create any agency relationship, partnership or joint venture between the parties, and Grantee shall make no such representation to anyone. Remedies: If SVCF determines, in its sole discretion, that Grantee has substantially violated or failed to carry out any provision of this Agreement, including but not limited to failure to submit reports when due, SVCF may, in addition to any other legal remedies it may have, refuse to make any further grant payments to Grantee under this or any other grant agreement, and SVCF may demand the return of all or part of the unexpended grant funds, which Grantee shall immediately repay to SVCF. SVCF may also avail itself of any other remedies available by law. Further Acknowledgments of Grantee: Grantee acknowledges that it understands its obligations imposed by this Agreement, including but not limited to those obligations imposed by reference to the IRC. Grantee agrees that if Grantee has any doubts about its obligations under this Agreement, including those incorporated by reference to the IRC, Grantee will promptly contact SVCF or knowledgeable legal counsel. Entire Agreement: This Agreement supersedes any prior or contemporaneous oral or written understandings or communications between the parties and constitutes the entire agreement of the parties with respect to its subject matter. This Agreement may not be amended or modified, except in a writing signed by both parties. Governing Law: This Agreement shall be governed by the laws of the State of California applicable to contracts to be performed entirely within the State. Recognition and Media: No external communications about the Grant shall be made without obtaining SVCF’s prior written approval, in consultation with CZI. Acknowledgement of Grant Support: If you choose to acknowledge SVCF’s support of your program in publications such as newsletters, program activity announcements and in all media coverage, we suggest you use the following wording: “This project has been made possible in part by a grant from the Chan Zuckerberg Initiative DAF, an advised fund of Silicon Valley Community Foundation.” (Signature Page Follows) ATTY/AGR.2022.325/Silicon Valley Community Foundation (Page 4 of 5) DocuSign Envelope ID: 03011213-B014-481A-B9EA-EA44D83C1B56