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Version: January 2024
Access can best be achieved without this license, the Foundation and You will make good faith efforts to modify or terminate this
license, as appropriate
COMPLIANCE WITH REQUIREMENTS: [Included in all US Program, Global Policy and Advocacy, Communications, Foundation
Strategy Office, and Chief Strategy Office grants.] You will conduct, control, manage, and monitor the Project in compliance with all
applicable ethical, legal, regulatory, and safety requirements, including applicable international, national, state, local, institutional, and
school district or school network standards (“Requirements”). You will obtain and maintain all necessary approvals, consents, and
reviews before conducting the applicable activity. As a part of Your annual progress report to the Foundation, You must report whether
the Project activities were conducted in compliance with all Requirements.
If the Project involves:
a. any protected information (including personally identifiable, protected health, or third-party confidential), You will not disclose this
information to the Foundation without obtaining the Foundation’s prior written approval and all necessary consents to disclose such
information; and/or
b. children, students, or vulnerable subjects, You will obtain any necessary consents and approvals unique to these subjects.
Any activities by the Foundation in reviewing documents and providing input or funding does not modify Your responsibility for
determining and complying with all Requirements for the Project.
COMPLIANCE WITH REQUIREMENTS: [Included in all Global Health, Global Development, Global Growth & Opportunity, Gender
Equality and Executive Office grants.] You will conduct, control, manage, and monitor the Project in compliance with all applicable
ethical, legal, regulatory, and safety requirements, including applicable international, national, local, and institutional standards
(“Requirements”). You will obtain and maintain all necessary approvals, consents, and reviews before conducting the applicable
activity. As a part of Your annual progress report to the Foundation, You must report whether the Project activities were conducted in
compliance with all Requirements.
If the Project involves:
a. any protected information (including personally identifiable, protected health, or third-party confidential), You will not disclose this
information to the Foundation without obtaining the Foundation’s prior written approval and all necessary consents to disclose such
information;
b. children or vulnerable subjects, You will obtain any necessary consents and approvals unique to these subjects; and/or
c. any trial involving human subjects, You will adhere to current Good Clinical Practice as defined by the International Council on
Harmonisation (ICH) E-6 Standards (or local regulations if more stringent) and will obtain applicable trial insurance.
Any activities by the Foundation in reviewing documents and providing input or funding does not modify Your responsibility for
determining and complying with all Requirements for the Project.
INDEMNIFICATION: [Included in all Global Health, Global Development, Global Growth & Opportunity, Gender Equality and Executive
Office grants.] If the Project involves clinical trials, trials involving human subjects, post-approval studies, field trials involving genetically
modified organisms, experimental medicine, or the provision of medical/health services (“Indemnified Activities”), You will indemnify,
defend, and hold harmless the Foundation and its trustees, employees, and agents (“Indemnified Parties”) from and against any and all
demands, claims, actions, suits, losses, damages (including property damage, bodily injury, and wrongful death), arbitration and legal
proceedings, judgments, settlements, or costs or expenses (including reasonable attorneys’ fees and expenses) (collectively, “Claims”)
arising out of or relating to the acts or omissions, actual or alleged, of You or Your employees, subgrantees, subcontractors, contingent
workers, agents, and affiliates with respect to the Indemnified Activities. You agree that any activities by the Foundation in connection
with the Project, such as its review or proposal of suggested modifications to the Project, will not modify or waive the Foundation’s
rights under this paragraph. An Indemnified Party may, at its own expense, employ separate counsel to monitor and participate in the
defense of any Claim. Your indemnification obligations are limited to the extent permitted or precluded under applicable federal, state or
local laws, including federal or state tort claims acts, the Federal Anti-Deficiency Act, state governmental immunity acts, or state
constitutions. Nothing in this Agreement will constitute an express or implied waiver of Your governmental and sovereign immunities, if
any.
INSURANCE: [Included in all Global Health, Global Development, Global Growth & Opportunity, Gender Equality and Executive Office
grants.] You will maintain insurance coverage sufficient to cover the activities, risks, and potential omissions of the Project in
accordance with generally-accepted industry standards and as required by law. You will ensure Your subgrantees and subcontractors
maintain insurance coverage consistent with this section.
MONITORING, REVIEW, AND AUDIT: The Foundation may monitor and review Your use of the Grant Funds, performance of the
Project, and compliance with this Agreement, which may include onsite visits to assess Your organization’s governance, management
and operations, discuss Your program and finances, and review relevant financial and other records and materials. In addition, the
Foundation, or its designee, may conduct audits, including onsite audits, at any time during the term of this Agreement, and within four
years after Grant Funds have been fully spent. Any onsite visit or audit shall be conducted at the Foundation’s expense, following prior
written notice, during normal business hours, and no more than once during any 12-month period.