BASIC COMPONENTS OF A FUNDRAISING REPRESENTATION AGREEMENT

TERM OF THE AGREEMENT

This Agreement is made and entered into effective this ___day of __________, 200__(the "Effective Date") [Govt. Code sections 12599(i)(6) and 12599.1(f)(5)], by and between ABC, Inc., a California corporation (ABC), whose principal address is ______________________________and Nonprofit, Inc.(NP), a California nonprofit public benefit corporation, whose principal address is [insert legal name and address as registered with the California Attorney General unless exempt from registration], acting by and through its duly authorized officers. [Govt. Code sections 12599(i)(1) and 12599.1(f)(1)]

IDENTIFICATION OF PARTIES TO AGREEMENT

1.

NP is a nonprofit public benefit corporation formed and operated for charitable purposes, including but not limited to [describe program service].

2.

ABC is a for-profit corporation engaged in the business of commercial fundraising for charitable purposes.

3. Subject to the terms of this Agreement, NP desires to engage the services of ABC and ABC desires to engage in fundraising activities on behalf of NP. [Set forth detailed schedule of fundraising activities, e.g. number of mailings, telephone campaigns,events].

DESCRIBING THE TERMS OF EMPLOYMENT

The schedule of fundraising activities may be changed by mutual agreement.

4.

Regulatory requirements. This Agreement is subject to the issuance of all necessary governmental permits, registrations and approvals with respect to fundraising activities contemplated by this Agreement in a timely manner by all governmental agencies having regulation over such activities. ABC shall not commence fundraising activities until compliance with all required permits, registrations and approvals.

[If entering into contract with commercial fundraiser for charitable purposes (CFR), set forth name of surety issuing the bond, aggregate amount of bond, bond number, and effective and termination dates.]

5.

Description of fundraising methods (a)

ABC shall comply with all applicable laws and regulations of the State of California in the conduct of its business and its fundraising activities on behalf of NP.

In connection with all sales and solicitation activities, ABC, its agents, servants, representatives and employees shall not misrepresent NP's name and activities in any way. NP will provide ABC with a description of its organization and its activities which may be used in connection with sales and solicitations.

For public safety membership organization contracts substitute:

In connection with all sales and solicitation activities ABC, its agents, servants, representatives and employees shall not represent directly or indirectly that they are [firefighter, law enforcement, etc.] personnel, nor shall NP's name or activities be misrepresented in any way. NP will provide ABC with a description of its organization and its activities which may be used in connection with sales and solicitations.

(c) ABC, its agents, servants, representatives and employees shall, in connection with all sales and solicitations clearly state that they represent NP in connection with fundraising activities on its behalf.

(d) All sales or solicitation activity undertaken by ABC pursuant to the terms of this Agreement shall be performed by ABC, its agents, servants, representatives and employees by [letter, personal contact or telephone].

(e) ABC shall provide all proposed solicitation materials to NP for review prior to use and shall not use said materials without the express written consent of NP, through its president, which consent may be withheld at NP's sole discretion. (7)] NP shall monitor the solicitation efforts made by ABC and reserves the right to direct, instruct and otherwise limit ABC's solicitation services for the purpose of preserving and protecting NP's good name.

(g) ABC shall record all solicitation calls made to California residents and shall maintain these recordings for a period no less than one (1) year. NP shall have access to all such recordings as well as access to monitoring or observing solicitation calling. c.

[PLEASE NOTE: It is unlawful in California to tape telephone conversations without consent (Penal

If a percentage fee is to be paid to the fundraiser, a statement of the percentage of the total contributions received that will be remitted to or retained by the charitable organization, or, if the solicitation involves the sale of goods or services or the sale of admissions to a fundraising event, the percentage of the purchase price that will be remitted to or retained by the charitable organization. The stated percentage shall be calculated by subtracting from contributions received and sales receipts not only the fundraiser's fee, but also any additional amounts that the charitable organization is obligated to pay as fundraising costs.

[Govt. Code sec. 12599(i)(5)]

[Outline more detailed schedule of payments as needed to include allowable expenses] 8. Indemnification of NP. ABC shall indemnify, defend and hold NP harmless from any and all claims, losses and/or damages, of whatever kind and nature, arising from, out of or in connection with the performance by ABC of its obligations under this Agreement, including but not limited to reasonable attorneys' fees incurred by NP in defending itself from any and all such claims.

9. Nondisclosure of confidential information. ABC agrees that it will not, without first receiving written authorization signed by an officer or director of NP, during the term of this Agreement or at any time after the termination of this Agreement, remove from NP's premises or otherwise divulge to any other person or entity the contents of any records or any other information of any kind relating to the business of NP, including but not limited to (i) donor and customer lists, telephone numbers and other information pertaining to donors and customers; (ii) finances, plans, or other information relating to the operation of NP generally; and (iii) other private and confidential information which is a unique asset of NP or information which, if known to competitors or others outside of NP, would be harmful to NP.

ABC agrees to deliver to NP upon termination of this Agreement any and all such information in any form then in its possession or under its control. ABC acknowledges that such information is confidential and is the sole property of NP. The foregoing restrictions on disclosure of confidential information shall not apply to disclosures required to be made to any public body or other regulatory agency governing the activities of NP or ABC.

10.

Breach of agreement. ABC acknowledges that a breach of Paragraph 9 may result in irreparable and continuing damage to NP and the business of NP for which there will be no adequate remedy at law and agrees that, in the event of any breach or threatened breach of said paragraph, NP shall have the right to seek injunctive relief from a court of competent jurisdiction to prevent a continuing or threatened breach of agreement and such other and further relief as may be proper. In addition to other damages awarded, NP shall be entitled to a judgment for court costs and reasonable attorneys fees.

11.

Notice to parties to agreement. Wherever under this agreement a provision is made for notice of any kind, such notice shall be in writing and signed by or on behalf of the party giving or making same and it shall be deemed sufficient notice and service thereof when such notice is personally delivered, or mailed as provided for service of cancellation of agreement in paragraph 2(d) above, as follows: Either party may designate a different address to which notice shall be sent in writing in accordance with this section.

12. Applicable law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California. In the event that any portion of this Agreement is held be unenforceable, such portions shall not limit or otherwise modify or affect any other portion of this Agreement.

13.

Benefit. This Agreement shall be binding upon the parties hereto and their respective successors and assigns.

14.

Assignment. This Agreement may not be assigned by either party without the express written consent of the other.

15.

Amendment. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and may not be modified, amended or otherwise altered, except by written consent signed by both parties.