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<br />GRANT AGREEMENT
<br />Investment ID INV-050501
<br />
<br />ATTACHMENT B
<br />TERMS & CONDITIONS
<br />
<br />This Agreement is subject to the following terms and conditions.
<br />PROJECT SUPPORT
<br />PROJECT DESCRIPTION AND CHARITABLE PURPOSE
<br />The Foundation is awarding You this grant to carry out the project described in the Investment Document
<br />("Project") in order to further the Charitable Purpose. The Foundation, in its discretion, may approve in
<br />writing any request by You to make non-material changes to the Investment Document.
<br />MANAGEMENT OF FUNDS
<br />USE OF FUNDS
<br />You may not use funds provided under this Agreement ("Grant Funds") for any purpose other than the
<br />Project. You may not use Grant Funds to reimburse any expenses You incurred prior to the Start Date. At
<br />the Foundation's request, You will repay any portion of Grant Funds and/or Income used or committed in
<br />material breach of this Agreement, as determined by the Foundation in its discretion.
<br />INVESTMENT OF FUNDS
<br />You must invest Grant Funds in highly liquid investments with the primary objective of preservation of
<br />principal (e.g., interest-bearing bank accounts or a registered money market mutual fund) so that the Grant
<br />Funds are available for the Project. Together with any progress or final reports required under this
<br />Agreement, You must report the amount of any currency conversion gains (or losses) and the amount of
<br />any interest or other income generated by the Grant Funds (collectively, "Income"). Any Income must be
<br />used for the Project.
<br />GLOBAL ACCESS
<br />GLOBAL ACCESS COMMITMENT
<br />You will conduct and manage the Project and the Funded Developments in a manner that ensures Global
<br />Access. Your Global Access commitments will survive the term of this Agreement. "Funded Developments"
<br />means the products, services, processes, technologies, materials, software, data, other innovations, and
<br />intellectual property resulting from the Project (including modifications, improvements, and further
<br />developments to Background Technology). "Background Technology" means any and all products,
<br />services, processes, technologies, materials, software, data, or other innovations, and intellectual property
<br />created by You or a third party prior to or outside of the Project used as part of the Project. "Global Access"
<br />means: (a) the knowledge and information gained from the Project will be promptly and broadly
<br />disseminated; and (b) the Funded Developments will be made available and accessible at an affordable
<br />price (i) to people most in need within developing countries, or (ii) in support of the U.S. educational system
<br />and public libraries, as applicable to the Project.
<br />HUMANITARIAN LICENSE
<br />Subject to applicable laws and for the purpose of achieving Global Access, You grant the Foundation a
<br />nonexclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid up, sublicensable license to make,
<br />use, sell, offer to sell, import, distribute, copy, create derivative works, publicly perform, and display Funded
<br />Background Technology that is: (a) owned, controlled, or developed by You, or in-licensed with the right to
<br />sublicense; and (b) either incorporated into a Funded Development or reasonably required to exercise the
<br />license to a Funded Development. You confirm that You have retained sufficient rights in the Funded
<br />Developments and Essential Background Technology to grant this license. You must ensure this license
<br />survives the assignment or transfer of Funded Developments or Essential Background Technology. On
<br />request, You must promptly make available the Funded Developments and Essential Background
<br />Technology to the Foundation for use solely under this license. If You demonstrate to the satisfaction of the
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