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Printed On: 7 January 2026 <br />2026 - The Rachel Ray Save Them All Grants and <br />The Rachael Ray No-Kill Excellence Grants 5 <br />Recipient represents and warrants as follows during the Term of this Agreement: <br />A.Recipient is a qualified 501(c)(3) entity or government organization. <br />B.Recipient acknowledges that its animal welfare activities may be governed by a variety of federal, <br />state, and local laws. Recipient hereby warrants that it shall use its best efforts to comply with all <br />applicable laws and shall not knowingly violate same. <br />C.There are no claims, investigations, or proceedings in progress, pending or threatened against <br />Recipient which, if determined adversely, would have a material effect on Recipient’s ability to fulfill <br />its obligations pursuant to this Agreement and there are no claims, investigations, or proceedings in <br />progress, pending or threatened against Recipient which involve animal neglect or abuse. <br />D.The individual signing this Agreement on behalf of Recipient is legally competent to enter into this <br />Agreement duly authorized to do so by the Recipient. <br />Section 6. Grant Restrictions <br />In addition to abiding by the requirement that the Grant funds be used in furtherance of the program <br />described in Recipient’s grant application, Recipient specifically agrees that no portion of the Grant funds will <br />be used for any of the following: (i) to lobby or otherwise attempt to influence legislation; (ii) to influence <br />outcome of any specific public election or participate or intervene in any political campaign on behalf of any <br />candidate for public office or conduct, directly or indirectly; (iii) to support or oppose any elected official or <br />candidate for public office or on any particular issue. <br />Section 7. Termination <br />Recipient may terminate this Agreement upon providing ten (10) business days written notice to Best Friends <br />in the event of the following events of default: <br />(i) By its actions or statements, Best Friends materially harms Recipient as determined by Recipient in its <br />reasonable judgment; <br />(ii) Best Friends files for bankruptcy, sells, assigns, or transfers the majority of its assets to another entity, <br />or ceases to operate as a nonprofit corporation. <br />Best Friends may terminate this Agreement upon providing ten (10) business days written notice to the <br />Recipient in the event of the following events of default: <br />(i) By its actions or statements, Recipient materially harms Best Friends as determined by Best Friends in <br />its reasonable judgment: <br />(ii) Recipient files for bankruptcy, sells, assigns, or transfers the majority of its assets to another entity, or <br />ceases to operate as a nonprofit corporation (if a nonprofit corporation); or <br />(iii) Recipient fails to perform its commitments as set out in this Agreement, including, in the reasonable <br />judgment of Best Friends, failing to carry out the Project with reasonable diligence to meet the goal of <br />saving as many animal lives as possible or has not worked in good faith with professionalism to achieve <br />the mutually agreed upon Goals. <br />In the event Best Friends terminates this Agreement pursuant to this section, Best Friends has no obligation <br />to pay Recipient any grant payment not yet due at the time of the notice of such termination. <br />Section 8. Intellectual Property License <br />For the Term of this Agreement, Recipient grants Best Friends a non-exclusive, royalty free license to use <br />Agency’s name and/or logo to promote Agency’s lifesaving activities associated with the Grant and the