This document contains a list of standard terms and conditions frequently included in our project support grant agreements. This is not an exhaustive list and is subject to change from time to time in our sole discretion. This list is provided for informational purposes only and does not imply an award, agreement, or offer to contract.

GRANT AMOUNT: The Extra Credit Wellness Education grant program will pay You the total grant amount specified in the Reporting & Payment Schedule below. Primary Contact must approve in writing any Budget cost category change of more than 10%.

REPORTING & PAYMENT SCHEDULE: Payments are subject to Your compliance with this Agreement, including Your achievement, and Raley’s approval, of any applicable targets, milestones, and reporting deliverables required under this Agreement. Raley’s may, in its reasonable discretion, modify payment dates or amounts and will notify You of any such changes in writing.

REPORTING: You will submit reports according to the Reporting & Payment Schedule using Raley’sand which may be modified from time to time. For a progress or final report to be considered satisfactory, it must demonstrate meaningful progress against the targets or milestones for that investment period. If meaningful progress has not been made, the report should explain why not and what adjustments You are making to get back on track. Please notify Raley’s Primary Contact if You need to add or modify any targets or milestones. Raley’s must approve any such changes in writing. You agree to submit other reports that Raley’s may reasonably request.

PROJECT DESCRIPTION AND CHARITABLE PURPOSE: Raley’s is awarding You this grant to carry out the project described in the (collectively, “Project”) in order to facilitate wellness education for Your educational institution.

USE OF FUNDS: You may not use funds provided under this Agreement (“Grant Funds”) for any purpose other than the Project.

INVESTMENT OF FUNDS: You must invest Grant Funds in highly liquid investments with the primary objective of preservation of principal (e.g., an interest-bearing account or a registered money market mutual fund) so that the Grant Funds are available for the Project. Together with any progress or final reports required under this Agreement, You must report the amount of any currency conversion gains (or losses) and the amount of any interest or other income generated by the Grant Funds (collectively, “Income”). Any Income must be used for the Project.

SUBGRANTS AND SUBCONTRACTS: You have the exclusive right to select subgrantees and subcontractors to assist with the Project.

RESPONSIBILITY FOR OTHERS: You are responsible for all acts and omissions of any of Your trustees, directors, officers, employees, subgrantees, subcontractors, contingent workers, agents, and affiliates assisting with the Project and ensuring their compliance with the terms of this Agreement.

ANTI-CORRUPTION AND ANTI-BRIBERY: You will not offer or provide money, gifts, or any other things of value directly or indirectly to anyone in order to improperly influence any act or decision relating to the Program or the Project, including by assisting any party to secure an improper advantage. Training and information on compliance with these requirements are available at www.learnfoundationlaw.org .

POLITICAL ACTIVITY AND ADVOCACY: You may not use Grant Funds to influence the outcome of any election for public office or to carry on any voter registration drive. You acknowledge that the Program has not earmarked the Grant Funds to support lobbying activity or to otherwise support attempts to influence local, state, federal, or foreign legislation. Your strategies and activities, and any materials produced with the Grant Funds, must comply with applicable local, state, federal, or foreign lobbying law. You agree to comply with all lobbying, gift, and ethics rules applicable to the Project.

PUBLICITY BY Raley’s: Raley’s may include information about the award of this grant, including Your name, in its periodic public reports and may make such information available on its website and as part of press releases, public reports, speeches, newsletters, tax returns, and other public disclosures.

PUBLICITY BY YOU: You must obtain the Raley’s prior written approval before: (a) issuing a press release or other public announcement regarding this grant; and (b) any other public use of Raley’s name or logo. Please email Your request to: rwhitman@raleys.com two weeks in advance to provide Raley’s an opportunity to review and comment.

COMPLIANCE WITH LAWS: In carrying out the Project, You will comply with all applicable laws, regulations, and rules and will not infringe, misappropriate, or violate the intellectual property, privacy, or publicity rights of any third party.

You acknowledge that the Foundation is relying on the information You provide in reports and during the course of any due diligence conducted prior to the Start Date and during the term of this Agreement. You represent that Raley’s may continue to rely on this information and on any additional information You provide regarding activities, progress, and Funded Developments.

This Agreement commences on the Start Date and continues until the End Date, unless terminated earlier as provided in this Agreement.

TERMINATION: Raley’s may modify, suspend, or discontinue any payment of Grant Funds or terminate this Agreement if: (a) Raley’s is not reasonably satisfied with Your progress on the Project; (b) there are significant changes to Your leadership or other factors that Raley’s reasonably believes may threaten the Project’s success; (c) there is a change in Your control; (d) there is a change in Your tax status; or (e) You fail to comply with this Agreement.

RETURN OF FUNDS: Any Grant Funds that have not been used for, or committed to, the Project by the End Date must be returned promptly to Raley’s or applied to another mutually-agreed upon charitable project, as directed in writing by Raley’s. Any Income that has not been used for, or committed to, the Project must be applied to another mutually-agreed upon wellness education project, as directed in writing by Raley’s.

DISCRETION OF FUNDS: Any grant funding not earmarked by the Raley’s Extra Credit Wellness Education Grant program for eligible organizations may be used for donations to any organization selected by Raley’s at its discretion.

RECORD KEEPING: You will maintain adequate accounting records relating to the Project. You will make such records available to enable Raley’s to monitor and evaluate how Grant Funds have been used.

SURVIVAL: A Party’s obligations under this Agreement will be continuous and survive expiration or termination of this Agreement as expressly provided in this Agreement or otherwise required by law or intended by their nature.

ENTIRE AGREEMENT AND AMENDMENTS: This Agreement contains the entire agreement of the Parties and supersedes all prior and contemporaneous agreements concerning its subject matter. Except as specifically permitted in this Agreement, no modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both Parties.

NOTICES AND APPROVALS: Written notices, requests, and approvals under this Agreement must be delivered by mail or email to the other Party’s primary contact specified on the , or as otherwise directed by the other Party.

SEVERABILITY: Each provision of this Agreement must be interpreted in a way that is enforceable under applicable law. If any provision is held unenforceable, the rest of the Agreement will remain in effect.

ASSIGNMENT: You may not assign, or transfer by operation of law or court order, any of Your rights or obligations under this Agreement without Raley’s prior written approval. This Agreement will bind and benefit any permitted successors and assigns.

COUNTERPARTS AND ELECTRONIC SIGNATURES: Except as may be prohibited by applicable law or regulation, this Agreement and any amendment may be signed in counterparts, by facsimile, PDF, or other electronic means, each of which will be deemed an original and all of which when taken together will constitute one agreement. Facsimile and electronic signatures will be binding for all purposes.