Last updated: November 13, 2025
1. General.
The Grantor wishes to make a grant (the “Grant”) in the amount set forth in the Proposal (the “Grant Amount”) to Kaleidoscope Scholarship Fund, a Minnesota nonprofit corporation (the “Grantee”) in support of the Grantee’s scholarship program. The Grantee shall use all grant funds for charitable, scientific, or educational purposes as defined under Code Section 501(c)(3), including the Program Services (as described in the Proposal). The Grantee must obtain advance written approval from the Grantor prior to using any portion of the Grant for any other purpose. The Grantee agrees that the Grant shall be used by the Grantee for the purposes of the Grant.
2. Prohibited Uses of Funds by Grantee.
Grantee agrees not to use any of the Grant funds:(a) to carry on propaganda or otherwise attempt to influence legislation (within the meaning of Code Section 4945(d)(1));(b) to influence the outcome of any specific public election, to carry on, directly or indirectly, any voter registration drive; (c) to make a grant that does not comply with the requirements of Code Section 4945(d)(3) or (4) (regarding grants to individuals for travel, study or similar purposes); or(d) to undertake any activity for any purpose other than charitable, educational or other exempt purposes described in Code Section 170(c)(2)(B).
3. Grantee Reporting, Record Keeping and Other Requirements.
In the event that Grantor is a tax-exempt organization described in Code Section 501(c)(3):
(a) Record Keeping. Grantee shall maintain financial and other records of receipts and expenditures and provide for such controls as is necessary to assure proper use of the grant funds exclusively for the purposes of the Grant as provided in this Agreement and to make its books and records available to the Grantor at reasonable times upon request. The Grantor shall have the right, upon reasonable notice, to audit any time up to four years after the year of use of the grant funds, Grantee’s records relating to the expenditure of the grant funds. Grantee shall return to the Grantor all funds which are determined after audit to have been improperly applied or not used for the purposes described in this Agreement.(
b) Reporting. Grantee agrees to submit to the Grantor full and complete written reports concerning the manner in which Grant funds were expended detailing the expenditure of all grant funds and the Grantee’s use of the grant funds in compliance with the terms of this Grant Agreement and the progress made by Grantee toward achieving the purposes for which the grant was made if the Grantor requests such reports. Such reports shall be promptly provided to the Grantor within 30 days of such request. All reports required to be submitted by the Grantee under this paragraph shall be in a form acceptable to the Grantor. The Grantee will immediately report to the Grantor any significant changes in the Program Services, including, but not limited to, the fact that any significant milestone described in the Proposal or other materials provided by the Grantee to the Grantor in connection with receiving this Grant is unlikely to be accomplished within the time stated in such Proposal or materials.
(c) Grantee Failure to Comply with this Agreement/Return of Grant Funds to the Grantor. If Grantee fails to comply with the terms of this Agreement, Grantee shall return all unexpended Grant funds to the Grantor. In addition, Grantee shall repay to Grantor any Grant funds the Grantor reasonably determines were expended for purposes other than the Grant purposes outlined in this Agreement.
4. Liability and Indemnity.
(a) Grantor’s Limited Liability. The Grantor does not assume any liability or responsibility for the actions of the Grantee in carrying out the purposes of the Grant, except as expressly set forth in Section 4(c) with respect to Grantor’s handling of applicant data.
(b) Grantee’s Indemnity of Grantor. The Grantee shall defend, indemnify and hold harmless the Grantor and the Grantor’s directors, officers, employees, affiliates, agents, successors and assigns from any and all liability, losses, damages, claims, demands, actions, causes of action, attorney’s fees, costs, and expenses of whatever nature arising directly or indirectly from, or relating to, this Agreement, excluding claims arising from Grantor’s breach of Section 5.
(c) Grantor’s Indemnity of Grantee - Data Protection. Grantor shall defend, indemnify, and hold harmless Grantee and Grantee’s directors, officers, employees, affiliates, agents, successors, and assigns from and against any and all liability, losses, damages, claims, demands, actions, causes of action, attorney’s fees, costs, and expenses of whatever nature (including direct damages to Grantee) arising directly or indirectly from, or relating to: (i) any third-party claims arising from Grantor’s breach of the data license or data protection provisions of Section 5, or (ii) Grantor’s use, disclosure, or handling of Program Data (as defined in Section 5) in violation of this Agreement or applicable data protection laws; provided, however, that Grantor’s total liability under this Section 4(c) shall not exceed the Grant Amount.
(d) Grantee’s Indemnity of Grantor - Data Protection. Grantee shall defend, indemnify, and hold harmless Grantor and Grantor’s directors, officers, employees, affiliates, agents, successors, and assigns from and against any and all liability, losses, damages, claims, demands, actions, causes of action, attorney’s fees, costs, and expenses of whatever nature arising directly or indirectly from, or relating to: (i) Grantee’s breach of its representations, warranties, or covenants under Section 5(c), or (ii) Grantee’s violation of applicable data protection laws in its collection, use, storage, or disclosure of Program Data, except to the extent such claims arise from Grantor’s breach of this Agreement.
(e) Indemnification Procedures. The indemnified party shall promptly notify the indemnifying party in writing of any claim for which indemnification is sought, provided that failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced by such delay. The indemnifying party shall have the right to control the defense and settlement of any such claim, provided that the indemnified party may participate in the defense at its own expense and the indemnifying party shall not settle any claim without the indemnified party’s prior written consent (not to be unreasonably withheld) if such settlement would impose any obligations on or admit any liability by the indemnified party.
(f) Limitation of Grantor’s Liability. Notwithstanding any other provision of this Agreement, Grantor’s total aggregate liability to Grantee arising out of or relating to this Agreement, including any matters relating to Program Data or breach of the data license provisions in Section 5, shall not exceed the Grant Amount.
5. Data License and Protection.
(a) Data Ownership and License Grant.
(i) Ownership. Grantee is the owner of all information and data relating to the scholarship program funded under this Agreement (collectively, “Program Data”), regardless of the technology platform or system used to collect, process, or store such data. Program Data includes, without limitation:
- All information and data provided by or relating to scholarship applicants, including profile information, application-specific information, and supporting materials submitted by applicants (“Applicant Data”);
- Review scores, rankings, evaluations, and assessments created by Grantee or its reviewers in connection with evaluating applications;
- Analytics, reports, statistics, and other derived data or insights created by Grantee regarding applicants, applications, or the scholarship program; and
- Any other information or materials created, collected, or processed by Grantee in connection with administering the scholarship program.
(ii) License to Grantor - Contingent on Funding. Subject to Grantor’s payment of the Grant funds to Grantee, and provided that Grantor does not elect to remain anonymous pursuant to Section 6(a), Grantee hereby grants to Grantor a perpetual, worldwide, royalty-free, non-exclusive, sublicensable license to access, use, copy, store, and process Program Data for any non-commercial purposes related to the scholarship program and the Grant. Non-commercial purposes shall be interpreted broadly to include, without limitation, advising award selection and administration if applicable, program reporting and impact measurement, alumni relations and engagement, and similar charitable or educational activities. If Grantor elects to remain anonymous pursuant to Section 6(a), Grantor shall not receive any license to or access to Program Data under this Agreement.
(iii) Scope of License. If granted, the license under this Section 5(a)(ii) applies to Program Data for all applicants to the scholarship program, whether or not such applicants receive awards, and includes both Applicant Data and any derived data, analytics, or assessments created by Grantee regarding such applicants.
(b) Sublicensing and Third-Party Sharing. If Grantor receives a license to Program Data pursuant to Section 5(a)(ii), Grantor may sublicense or share Program Data with third parties, provided that any such sublicense or sharing: (i) is limited to non-commercial purposes consistent with Section 5(a)(ii), and (ii) includes obligations on such third parties to use Program Data only for non-commercial purposes. Grantor shall remain responsible and liable to Grantee for any use or disclosure of Program Data by Grantor’s sublicensees or third parties with whom Grantor shares such data, subject to the limitation of liability in Section 4(f).
(c) Grantee’s Data Protection Commitments.
(i) Compliance with Data Protection Laws. Grantee represents and warrants that it complies, and covenants that it shall continue to comply, with all applicable laws, regulations, and industry standards relating to privacy, data security, and data protection (collectively, “Data Protection Laws”), including without limitation the European Union General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA), the Personal Information Protection and Electronic Documents Act (PIPEDA), and other U.S. state privacy laws, in its collection, use, storage, and disclosure of Program Data. Grantee shall maintain compliance with the same data protection standards and practices that Grantee’s technology provider maintains with respect to similar data.
(ii) Security Measures. Grantee represents and warrants that it has implemented, and covenants that it shall maintain, appropriate technical and organizational measures for the protection and security of Program Data. Such measures shall include, without limitation:
- Access controls limiting access to Program Data to authorized personnel only;Encryption of information that identifies, relates to, describes, is
reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual (“Personal Information”) at rest and in transit where appropriate;
- Regular security assessments and updates to address emerging threats;Incident response and breach notification procedures;
- Employee training on data protection and security practices; and
- Contractual safeguards with service providers who process Program Data on Grantee’s behalf.
(iii) Data Minimization and Purpose Limitation. Grantee covenants that it shall collect only such Program Data as is necessary for the administration of scholarship programs and shall use Program Data only for purposes consistent with the charitable and educational mission for which it was collected.(iv) Retention Practices. Grantee maintains reasonable data retention policies that balance the need to retain Program Data for scholarship administration, compliance, and historical purposes with the obligation to limit retention of Personal Information under Data Protection Laws.
(v) Third-Party Service Providers. Grantee represents that it engages third-party service providers to assist with technology infrastructure and scholarship management services. Grantee warrants that it maintains contractual agreements with such service providers that impose data protection obligations substantially similar to those set forth in this Agreement, and that such service providers maintain industry-standard security measures for the protection of Program Data.
(vi) Transparency and Consent. Grantee represents and warrants that it obtains appropriate consent from applicants, through application form acknowledgments and privacy disclosures, for the collection of Applicant Data and, if applicable, the licensing of such data to Grantor as contemplated by this Agreement. Grantee shall provide applicants with clear notice regarding:
- The types of Personal Information collected;
- The purposes for which such information will be used;
- The parties with whom such information may be shared;
- The types of derived data (such as review scores and evaluations) that may be created and shared;
- Applicants’ rights under applicable Data Protection Laws; and
- How applicants may exercise such rights.
Where Grantor has elected not to remain anonymous and will receive access to Program Data, Grantee shall inform applicants that their data, including derived data such as application reviews and scores, may be shared with Grantors.
(vii) Security Incident Response. Grantee maintains procedures for detecting, responding to, and mitigating any unauthorized or unlawful breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or unauthorized access to Personal Information (each, a “Security Incident”). Grantee covenants that, in the event of any Security Incident involving Program Data, it shall:
- Conduct a prompt investigation to determine the nature and scope of the incident;
- Take reasonable steps to mitigate the effects of the incident;
- Notify affected applicants and regulatory authorities as required by applicable Data Protection Laws; and
- Provide reasonable cooperation to Grantor in responding to any inquiries or concerns arising from the incident.
(viii) Applicant Rights. Grantee covenants that it shall honor requests from applicants to exercise their rights under Data Protection Laws, including rights of access, correction, deletion, portability, and restriction of processing. Grantee shall respond to such requests within the timeframes required by applicable Data Protection Laws. Grantee acknowledges that applicants’ rights to deletion or correction may extend to derived data such as review scores or evaluations, to the extent such data constitutes Personal Information under applicable Data Protection Laws.
(d) Data Processing Roles. For purposes of applicable Data Protection Laws, Grantee is the data controller or business (as applicable) with respect to Program Data, and, if Grantor receives a license to Program Data pursuant to Section 5(a)(ii), Grantor is a third-party recipient of such data under the license granted in Section 5(a).
(e) Consumer Rights Requests. Grantee shall handle all requests from applicants to exercise their rights under applicable Data Protection Laws (including requests for access, deletion, correction, or portability of Personal Information contained in Program Data). If Grantor has received a license to Program Data and receives instructions from Grantee to delete Program Data (including both Applicant Data and derived data) in response to an applicant’s request, Grantor shall delete such data within thirty (30) days of receiving such instructions and shall ensure that any sublicensees under Section 5(b) are similarly instructed to delete such data. Grantor shall promptly notify Grantee of any requests received directly from applicants regarding Program Data.
6. Confidentiality, Data Access, Recognition and Related Rights of Grantor.
In consideration of the Grant under of this Agreement, the Grantee grants to the Grantor the rights set forth below:
(a) Confidentiality and Data Access Election. Grantee shall keep the Grantor’s name and the Grantor’s gift (including the amount of such gift) confidential and shall not publicize or disclose the Grantor’s name or gift unless and until such time as Grantor notifies Grantee in writing that such information may be released unless and except as required by law or as otherwise agreed by the Grantor. Grantor acknowledges and agrees that if Grantor elects to remain anonymous under this Section 6(a), Grantor shall forfeit any and all rights to access or receive a license to Program Data under Section 5, and Grantee shall have no obligation to provide Grantor with access to Program Data or any information derived therefrom. Once Grantor has made an election regarding anonymity and data access, such election shall be final and may not be changed without the mutual written agreement of both parties.
(b) Announcement. The Grantor and Grantee may announce the Grantor’s gift at such time and in such manner as the Grantor and the Grantee may agree.
7. Termination.
This Agreement may be terminated by the Grantor at any time for “cause,” meaning if there has been a material breach of this Agreement by the Grantee. This Agreement may be terminated immediately upon written notice to the Grantee if the Grantee or anyone acting on the Grantee’s behalf engages in any conduct that is criminal or would tend to damage the reputation of the Grantor. The provisions of Sections 3(a), 3(b), 3(c), 4, 5, and 6(a) shall survive the expiration or termination of this Agreement. For the avoidance of doubt, any license granted to Grantor pursuant to Section 5(a)(ii) prior to termination of this Agreement shall survive such termination and shall remain perpetual in accordance with the terms of Section 5(a)(ii).
8. Miscellaneous.
(a) Public Charity Status. In the event that Grantor is a tax-exempt organization described in Code Section 501(c)(3), Grantee assures the Grantor that (i) the Grant will not cause Grantee to lose its status as a public charity described in Code Sections 509(a)(1) and 170(b)(1)(A)(vi) or 509(a)(2), and (ii) based on its exemption determination letter from the Internal Revenue Service that Grantee is a public charity is still valid and has not been revoked and modified. In the event that the Grantor is other than a tax-exempt organization described in Code Section 501(c)(3), Grantee assures the Grantor that it solely satisfies (ii) above.
(b) Amendment. This Agreement may not be modified or amended except by written instrument signed by both parties to this Agreement.
(c) Entire Understanding. This Agreement and any related exhibits contain the entire understanding with respect to the subject matter of this Agreement and supersede all agreements or understandings, written or oral, prior to the execution of the Agreement.
(d) Paragraph Headings. The paragraph headings contained in this Agreement are included solely for the convenience of reference of the parties and shall not in any way affect the meaning or interpretation of any of the provisions of this Agreement.
(e) Counterparts. This Agreement may be executed in several counterparts, with each counterpart deemed to be an original document and with all counterparts deemed, together, to constitute one and the same instrument. This Agreement shall become effective when each party hereto shall have signed this Agreement or a counterpart of this instrument. Any counterpart may be executed and transmitted by facsimile or portable document format (.pdf) signature and such facsimile or .pdf signature, upon transmission, shall be deemed an original.
(f) No Partnership, Joint Venture or Agency. Nothing in this Agreement shall create or be construed to create a partnership, joint venture or agency relationship between the Grantor and the Grantee and neither party shall have the authority to bind the other in any respect.
(g) Cooperation. It is the intent of the parties to cooperate under this Agreement and to perform in all respects in a beneficial and manner and all provisions of this Agreement shall be so interpreted. Grantor and Grantee each agree to use their reasonable best efforts to discharge their obligations under this Agreement in a prompt and reasonable manner.
(h) Confidentiality. The Grantee shall maintain the confidentiality of all non-public information relating to the Grantor received by the Grantee, including, without limitation, information relating to the Grantor or the Grantor’s directors, officers, affiliates, employees and the Grantee shall not disclose such information to any third party without the Grantor’s prior written consent.
(i) Authorization of Grantee. The Grantee warrants and represents that (i) it is authorized to enter into and legally is able to perform all obligations imposed on and entered in this Agreement and (ii) this Agreement shall bind any of its successors or assigns.
(j) Insurance. Grantee, at its sole cost and expense, will maintain, secure and keep in force during the term of the Agreement, adequate insurance coverages with respect to Grantee’s potential liability, with limits as set forth below:
(i) Commercial general liability or umbrella liability, with limits not less than $1,000,000 per occurrence and $10,000,000 in the aggregate, including bodily injury and property damage and products and completed operation and advertising liability, and contractual liability;
(ii) Workers’ compensation with limits no less than the greater of $1,000,000 or the minimum amount required by applicable law; and
(iii) Technology Errors and Omissions coverage with limits no less than $3,000,000 per occurrence and $3,000,000 in the aggregate.
