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by submitting an application for fiscal sponsorship, the applicant indicates that he/she has read and understood the below Terms and Conditions in full and that, in the event that the application is approved for sponsorship, agrees and intends to be legally bound;


these terms and conditions shall become effective if, only if, and at such time as Compass Charitable Partners, Inc. (“Grantor”) decides by affirmative resolution of its Board of Directors that financial support of the charitable activities described in the associated fiscal sponsorship application (the “Project”) will further Grantor’s tax-exempt purposes;


in the absence of such a resolution, no part of this Agreement shall be binding in any way on either party;


in consideration of the premises and the mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


Compass Charitable Partners, Inc. (“Grantor”) is willing to receive tax-deductible charitable gifts, grants and contributions to be awarded by donors (“Donors”) to Grantor for the purposes of the charitable activities described in the associated fiscal sponsorship application (the “Project”). In furtherance of its charitable purposes, Grantor shall create a restricted fund designated for the purposes of the Project and has decided to grant all amounts that it may receive from Donors for the purposes of the Project, less any administrative handling charge as set forth below, to the responsible legal entity identified in the fiscal sponsorship application (“Grantee”), or, at the request of Grantee, to another public charity, subject to the terms and conditions herein.

1.Legal Status. If Grantee is an organization, Grantee represents and warrants that its governing documents, completed and filed IRS Form SS-4, and/or other documentation deemed satisfactory by Grantor to evidence Grantee’s separate existence as a legal entity are accurate and complete. If Grantee is an individual, Grantee shall personally assume full legal, fiscal, and oversight responsibility for all responsibilities and obligations of Grantee under this Agreement in particular and the grantor-grantee relationship in general.

2. Repayment. Grantee shall use the grant solely for the purposes of the Project, and Grantee shall repay to Grantor any portion of the amount granted which is not so used by the Grantee, provided, however that:

a.  Any changes in the purposes for which grant funds are spent desired by Grantee must be approved by Grantor (in writing or by email) before implementation.

b. Grantor retains the right, if Grantee breaches this Agreement or if Grantee’s conduct of the Project jeopardizes Grantor’s legal or tax status, to withhold, withdraw, or demand immediate return of grant funds, and to spend such funds so as to accomplish the purposes of the Project as nearly as possible within Grantor’s sole judgment.

c. Grantee understands that this Agreement is tied to and partially predicated on Grantee’s status as an active member of Compass Charitable Partners. Should Grantee’s membership in Compass Charitable Partners lapse, the Grantor-Grantee relationship as detailed in this Agreement (including, without limitation, all appointments of Grantee as Grantor’s agent) shall be terminated in accordance with paragraph 18 below, and assets held for the purposes of the Project, if any, shall be distributed in accordance with paragraph 19 below. Any tangible or intangible property, including copyrights, obtained or created by Grantee as part of the Project shall remain the property of Grantee.

3. Monetary Funding and In-Kind Gifts. Grantee may solicit monetary gifts, contributions, grants, and non-monetary gifts to Grantor for the purposes of the Project, and Grantor hereby appoints Grantee, and Grantee accepts appointment, as Grantor’s non-exclusive agent for the limited purpose of soliciting such contributions from Donors and receiving non-monetary gifts (“In-Kind Items”). Grantee’s choice of funding sources to be approached and the text of Grantee’s fundraising materials are subject to Grantor’s prior approval (in writing or by email). All grant agreements, pledges, or other commitments with funding sources to support the Project via Grantor’s restricted fund shall be executed by Grantor. The cost of any reports or other compliance measures required by such funding sources shall be borne by Grantee. Grantee agrees to promptly report to Grantor each In-Kind Item it receives or proposes to receive, such reports to include photographs of such In-Kind Items, as the Program Manual (defined below) may require, so that Grantor may decide whether it wishes to accept or not to accept such In-Kind Item. Grantee agrees to hold each In-Kind Item solely for the benefit of Grantor until such time as Grantor, in its sole discretion, requests that Grantee transfer such In-Kind Item to Grantor, grants such In-Kind Item to Grantee for the purposes of the Project, or instructs Grantee that it does not wish to accept such In-Kind Item and to return such In-Kind Item to the Donor. Notwithstanding anything in this paragraph, Grantee is not authorized to make any binding commitments, either express or implied, to funding sources or Donors on behalf of Grantor. Grantee agrees that it is acting as an agent of Grantor pursuant to this paragraph 3 solely in a volunteer capacity and is not owed any compensation or other consideration, and agrees not to seek any compensation or other consideration, from Grantor for any solicitations conducted by Grantee pursuant to this Agreement.

4. No Relationship. Except as specifically and to the extent set forth in paragraph 3 above, (i) nothing in this Agreement shall constitute the naming of Grantee as an agent or legal representative of Grantor for any purpose whatsoever; and (ii) this Agreement shall not be deemed to create any relationship of partnership, joint venture, or other agency between the parties hereto, and Grantee shall make no such representation to anyone.

5. Control of Funds. Grantee understands that, in compliance with applicable laws, Grantor retains full legal ownership of, and discretion and control over, funds contributed to Grantor for the purposes of the Project and placed in the restricted fund, until such funds are granted or spent in accordance with this Agreement. With respect to the selection of Grantee or any other grantee to carry out the purposes of the Project, Grantor retains full discretion and control over the selection process, completely independent of any funder or revenue source. Grantor retains the unilateral power, without approval from any funding source, from Grantee, or from any other interested party, to redirect use of funds received for purposes of the Project away from Grantee to another beneficiary capable of fulfilling the purposes of the Project. However, Grantor holds the restricted fund in charitable trust under the laws of the State of Tennessee, so that uses of the fund are limited to the Project’s purposes. It is the intent of the parties that this Agreement be interpreted to provide Grantor with variance powers necessary to enable Grantor to treat the restricted fund as Grantor’s asset in accordance with Accounting Standards Codification (ASC) paragraphs ASC 958-605-25-25 and -26, formerly expressed in Statement No. 136 issued by the Financial Accounting Standards Board (FASB).

6. Creditor Claims. Because the restricted fund is held for the purposes for which such funds were given, the parties intend that its assets are not subject to the claims of any creditor or to legal process resulting from activities of Grantor unrelated to such purposes.

7. Notification of Benefits and Fair Market Value. Grantee is responsible for notifying Grantor of any benefits provided by Grantee to Donors in exchange for any contribution, and for estimating the fair market value of such. For example, if Grantee holds a fundraising event to support its sponsored activities and sells tickets for $50, but ticket buyers receive $20 worth of entertainment and refreshments at the event, then Grantee must provide this information to Grantor so that Grantor may issue appropriate and accurate tax receipts to said Donors.

8. Tax-Deductibility. Grantee understands that contributions to Grantor for the purposes of the Project are only tax-deductible under the Internal Revenue Code to the extent that they are motivated by donative intent. All donors should consult with a professional tax advisor regarding the deductibility of their contributions. Anyone making a contribution for the purposes of the Project without the requisite intent, especially the Grantee or a member of the Grantee’s family, should consult a professional tax advisor. Grantor reserves the right not to accept any contribution. Grantor assumes no responsibility for ensuring that contributions to Grantor for the purposes of the Project are tax-deductible to any particular Donor. Grantor does not provide individual tax advice; therefore all Donors are encouraged to consult their own outside professional advisers to address questions on deductibility or donative intent. Donations are presumed by law to be irrevocable gifts unless specified in another contract with Compass Charitable Partners. Refunds cannot be issued to donors.

9. Onboarding Fee.  Applicants approved for partnership (membership) will be required to submit a one-time fee of $1,000 to defray the cost of onboarding, including the provision of the project in the Compass accounting system, the creation of the project restricted fund account and ACH transfer system, as well as the buildout of the project’s public-facing donor page on the Compass giving web portal.

10. Administrative Fee. In order to defray Grantor’s costs of administering the restricted fund and this grant, Grantor shall deduct an administrative charge of 10% of the full amount of any donation designated for purposes of the Project. This administrative charge shall be assessed, recorded, and deducted each time a donation is received into the restricted fund or received by Grantee acting as agent for Grantor under the terms of paragraph 3. Grantor may additionally, at its sole discretion, deduct from the restricted fund any special or unusual costs it incurs in administering the restricted fund (such as bank penalty fees resulting from a Donor’s bounced check). Any interest earned on amounts held in the restricted fund shall be retained in Compass Charitable Partners’ general fund.

11. Fund Deductions. Grantee understands that any contributions made by Grantor to another charitable organization, at the request of Grantee, will be deducted from the Grantee’s restricted fund and will not be available for grant-making to Grantee.

12. Public Benefit and Right to Distribute. In furtherance of Grantor’s charitable mission and the project’s charitable intent, the parties desire to ensure that works produced using grant funds are made available for public (rather than private) benefit. As such, Grantee shall not sell or transfer the right to distribute, exhibit, or otherwise profit from such works or any part or derivatives of such works to a third party without Grantor’s written consent.

13. Time Limit for Spending. Grantee shall spend all funds received from Grantor in furtherance of the Project within ninety (90) days of receipt. Grantee shall return any funds not so spent to Grantor, who shall allocate them to the restricted fund designated for purposes of the Project.

14. Reporting Requirement. Grantee shall submit a full and complete report to Grantor no later than 90 days following the end of each year within which any portion of this grant is received or spent. The report shall describe the charitable programs conducted by Grantee with the aid of this grant and the expenditures made with grant funds, and shall report on Grantee’s compliance with the terms of this Agreement.

15. No Legislative Influence. This grant is not earmarked to be used in any attempt to influence legislation within the meaning of Internal Revenue Code (IRC) Section 501(c)(3). No agreement, oral or written, to that effect has been made between Grantor and Grantee. Thus, any use of grant funds by Grantee for such activities constitutes a decision of Grantee that is wholly independent of Grantor. Grantee shall not use any portion of the funds granted herein to participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office, to induce or encourage violations of law or public policy, to cause any private inurement or improper private benefit to occur, nor to take any other action inconsistent with IRC Section 501(c)(3).

16. No Donor-Advised Fund. Grantor has determined, relying on the advice of legal counsel, that the restricted fund is not a donor-advised fund within the meaning of IRC Section 4966(d)(2)(B)(i), as presently interpreted, because it makes distributions only to a single identified entity.

17. Notification Requirements. Grantee shall notify Grantor immediately of any change in (a) Grantee’s legal or tax status, or (b) Grantee’s executive staff or key staff responsible for achieving the grant purposes.

18. Indemnification. Grantee hereby irrevocably and unconditionally agrees, to the fullest extent permitted by law, to defend, indemnify, and hold harmless Grantor, its officers, directors, employees, and agents, from and against any and all claims, liabilities, losses, and expenses (including reasonable attorney’s fees) directly, indirectly, wholly, or partially arising from or in connection with any act or omission of Grantee, its employees, or its agents, in applying for or accepting the grant, in expending or applying the funds furnished pursuant to the grant, or in carrying out the program or project to be funded or financed by the grant or any acts or omissions relating to a violation of any Anti-Terrorism laws, sanctions, and tax laws as described below. Notwithstanding any other provision of this Agreement, this paragraph 17 shall survive the termination of this Agreement.

19. Termination. This Agreement may be terminated by either party (a) with cause immediately upon providing notice (in writing or by email) of such termination and the cause to the other party, or (b) without cause forty (40) business days after providing notice (in writing or by email) of such termination to the other party. The Agreement may be terminated by the Grantee when the purposes of the Project can no longer reasonably be accomplished.

20. Termination and Fund Balance. In the event this Agreement is terminated and the balance of the restricted fund designated for the purposes of the Project is greater than zero, Grantor may, within its sole discretion, distribute some or all remaining amounts to Grantee within fifteen (15) business days of receiving a final grant request for any legitimate, Project-related anticipated or un-reimbursed expenses (the “Final Request”). Grantee shall submit the Final Request no later than ninety (90) calendar days after this Agreement is terminated. Grantor shall process the Final Request in accordance with the standard policies and procedures for fund disbursements as described in this Agreement and the Program Manual (defined below) as in effect at the time a notice of termination is sent be either party. If Grantee fails to submit a Final Request within the timeline specified in this paragraph, Grantor, in its sole discretion and control, may, without additional notice to Grantee, also dispose of the Project assets, including funds held in the restricted fund, in any manner consistent with applicable tax and charitable trust laws, which may include granting any balance to another fiscal sponsor recognized as tax-exempt within the meaning of Section 501(c)(3) and a public charity described in Section 509(a), re-allocating any balance to another fund for substantially similar purposes, or using any balance to defray Grantor’s costs of administering its fiscal sponsorship program. Notwithstanding any provision of this. Agreement to the contrary, this paragraph 19 shall survive the termination of this Agreement for so long as Grantor is processing the Final Request.

21. Periodic Audit. Grantor, at any time and at its sole discretion, may conduct an audit of the Project’s activities. Such audits are intended to investigate and document that the Project is being carried out in accordance with the approved application, this contract, Grantor’s exempt purposes, and all applicable laws. Failure on the part of Grantee to provide full cooperation and adequate documentation in the event of an audit shall be considered a breach of this Agreement.

22. Tennessee Law and Forum. This Agreement shall be governed by, and construed under, the laws of the State of Tennessee applicable to contracts entered into and to be performed in such State. Venue for all purposes shall be in the County of Davidson, State of Tennessee, and each party hereby consents to the personal jurisdiction of any court in such county.

23. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way, and the invalid provision replaced by an enforceable provision most nearly approximating the intent of the parties.

24. Anti-terrorism. The Grantee is not currently in violation of, and agrees to comply with, any laws, ordinances, regulations, and executive orders relating to economic sanctions, embargoes, export controls, or anti-money laundering requirements, that may now or hereafter be in effect (“Anti-terrorism Laws”), including but not limited to: (a) Executive Order 13224 on Terrorism Financing effective September 23, 2001, titled “Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism”, and (b) the USA Patriot Act of 2001, Public Law 107-56. The Grantee also represents and warrants that Grantee is not acting as an agent, representative, or nominee for any person(s) identified on the list of blocked persons maintained by the Office of Foreign Assets Control, U.S. Department of Treasury.

25. No Government Sanctions. Grantee represents and warrants that Grantee is not the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country or countries in which Grantee is using Grantor Services, and/or raising or disbursing the funds which are the subject of this Agreement. Grantee also represents and warrants that Grantee will not transact with any person(s) or organization(s) who is the subject of said sanctions.

26. Compatibility with the Christian Faith. Compass Charitable Partners is a Christian faith-based organization.  Applications for partnership (membership) are accepted from all applicants whose project purpose(s) comply with and are limited to the stated purpose areas of Compass support and are not required to be faith-based themselves. Grantee acknowledges and agrees that it shall operate in a manner that is compatible with, and not hostile or contradictory to, the principles and tenets of historic Christianity. For the purposes of this Agreement, ‘historic Christianity’ is understood to encompass the core beliefs and values as traditionally held and practiced within the Christian faith. The Grantee’s program(s) shall not engage in or promote any activities, teachings, or practices that are in conflict with, or that denigrate or disparage, the beliefs, teachings, or practices of historic Christianity. In the event that the Grantee’s program(s) is found to be in violation of this section, the Compass Charitable Partners reserves the right to terminate this Agreement, and may take any other action deemed necessary in accordance with the terms set forth in this Agreement.

27. Tax Law Compliance. Grantee represents and warrants that Grantee has complied with all relevant tax laws and regulations, both in the U.S. and in any country or country in which Grantee is raising or disbursing the funds which are subject to this Agreement.

28. Headings. The headings contained in this Agreement are for convenience only, do not constitute a part of this Agreement, and shall not be deemed to limit or affect any of the provisions of this Agreement.  The most recent copy of this Agreement may be found at all times at .

29. Entire Agreement. This Agreement, in conjunction with the program policies posted in the fiscal sponsorship section of the Compass Charitable Partners website and the Project’s Fiscal Sponsorship Application (“Application”) constitutes the entire agreement of the parties with respect to the subject matter hereof. Grantor reserves the right to modify or amend this Agreement at any time, provided that such modification or amendment shall not be effective until thirty (30) calendar days after notice (either in writing or by email) describing such modification or amendment is provided to Grantee. Grantor reserves the right to modify or amend the Program Policies at any time, provided that such modification or amendment shall not be effective until the modified or amended Program Policies is published on the website described in this paragraph 28. Grantee’s continued non-exercise of its right to terminate this Agreement under paragraph 19 shall be deemed acceptance of all such modifications and amendments. Grantor reserves the right to assign its rights and responsibilities under this Agreement to another fiscal sponsor recognized as tax-exempt within the meaning of Section 501(c)(3) and a public charity described in Section 509(a). Grantee may not assign any part of this Agreement without Grantor’s written consent.

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