Standard Terms

Lead Exposure Elimination Project

LEEP Standard Terms

Applicability of these Terms
1. 1. These Terms apply to any individual, entity or public body engaging with LEEP formally through an agreement.
  2. For the purposes of these Terms, “Agreement” means any grant agreement, gift agreement, loan agreement, gift and loan agreement, employment agreement, consultancy agreement, or any other written agreement to which these Terms are attached, referenced, linked or incorporated.
Appropriate Use of Resources
1. 1. “Resources” refers to all resources provided by LEEP in part or in whole, including but not limited to funds, in-kind loans, gifts, advances, reimbursements, per diems, funds held for project purposes, or other support provided in accordance with the Agreement. Resources does not include payments which constitute personal income once paid, ie. income from invoices submitted by individual consultants.
  2. Resources are to be used solely for the specific purpose outlined in the Agreement and in accordance with the guidelines and objectives of the Lead Exposure Elimination Project (LEEP).
  3. Resources shall be used exclusively for the charitable purpose of the elimination of lead and in a way that is consistent with the 501(c)(3) tax-exempt status of LEEP and for the holistic benefit of public health.
  4. Resources shall not be used to provide inappropriate personal benefits to any individual, including officers, directors, employees, or their family members. Where potential conflicts of interest or situations where funds might inappropriately benefit private individuals rather than serving the public interest may occur, it is agreed to immediately notify LEEP.
  5. Resources must not be used for bribery, illegal activities, money laundering, terrorism financing, corruption, illegal payments or any other unauthorised purposes under any applicable law. If any of these activities are suspected or detected, the Recipient of these Terms must immediately limit diversion of these Resources as much as possible, discuss this with a LEEP representative and inform LEEP in writing.
  6. Resources shall not be used for lobbying, political campaigning, or other activities that are inconsistent with 501(c)(3) tax-exempt status under U.S. law or with charitable purposes under UK law, unless explicitly agreed to in the Agreement.
  7. Any interest, income or other return on savings or investment from Resources must be used exclusively for the charitable purposes set forth in the Agreement.
Conflict of Interests
1. 1. The Recipient of these Terms has an ongoing obligation to disclose any interests that may be in conflict with the work of LEEP throughout the duration of the Agreement. Such declarations should be made in writing to a LEEP representative within a reasonable time of the conflict arising.
  2. Upon receiving such a declaration, LEEP may take reasonable steps to address the conflict, including requiring the Recipient of these Terms to mitigate the conflict, or to adjust or cease relevant activities under the Agreement if appropriate.
Additional Payment Terms
1. 1. Where relevant, payments will be made in the currency specified in the Agreement.
  2. Approved Expenses and eligible costs incurred in a currency different from the Agreement will be reimbursed in the currency of the Agreement, using the exchange rate on the date of payment.
  3. The Recipient of these Terms is responsible for all bank fees, intermediary charges, and the risk of foreign exchange fluctuations associated with payments. LEEP is not liable for any shortfall resulting from such charges or currency fluctuations. LEEP’s payment obligations are fully satisfied upon transfer of funds.
Compliance with Law, Sanctions and Regulations
1. 1. All activities funded by LEEP or carried out in accordance with the Agreement must comply with all applicable local, national, and international laws, regulations and sanctions.
  2. The Recipient of these Terms represents and warrants that:
    1. It is not listed on any U.S. government list of prohibited or restricted parties, including the Office of Foreign Assets Control (OFAC) Specially Designated Nationals (SDN) list, or any similar lists under UK or international law.
    2. Resources will not be used to support terrorism or violate any sanction laws, export control laws, or any other applicable sanctions or export controls or regulations, including in the U.S., U.K., or elsewhere.
    3. It will comply with all applicable local, national, and international laws and regulations in connection with any activities funded or facilitated by the Agreement with LEEP, including, but not limited to, anti-money laundering, anti-bribery, anti-corruption laws, and any other relevant legal obligations, including in the U.S., U.K., or elsewhere.
Compliance with Ethical Standards
1. 1. The Recipient of these Terms commits to upholding the highest levels of integrity and ethical standards in the execution of the Agreement.
Compliance with Data Protection Requirements
1. 1. The Recipient of these Terms commits to handling all information and personal data shared under the Agreement securely and in accordance with all applicable data protection laws.
Tobacco Industry Affiliation
1. 1. The Recipient of these Terms confirms that it does not have, and will not enter into, any business relationship with, or knowingly receive support from, any tobacco product manufacturer, wholesaler, distributor, or any of their affiliates, subsidiaries, or associated organisations representing tobacco industry interests. If full compliance with this clause is not feasible and no equally qualified alternative provider is available, the Recipient of these Terms must retain as many of these restrictions as reasonably possible and inform LEEP in writing without delay, providing details of the circumstances and proposed mitigation measures.
Safeguarding
1. 1. The Recipient of these Terms will adhere to appropriate safeguarding policies and practices to protect the rights, safety, and well-being of vulnerable individuals involved in the activities funded by LEEP. This includes implementing necessary measures to prevent harm, exploitation, and abuse, and ensuring that safeguarding standards are maintained in accordance with relevant laws and regulations.
Documentation and Record-Keeping
1. 1. Adequate records will be kept to demonstrate that the Resources provided have been used in accordance with the Agreement. Such records shall be retained for at least seven (7) years following the end of the Agreement Term and shall be made available to LEEP upon reasonable request for review or audit (at LEEP’s expense).
Donor-requirements
1. 1. The Recipient of these Terms agrees to comply with any additional donor-specific requirements that LEEP’s funders may reasonably request from time to time, provided that such requirements are communicated in writing and are consistent with the charitable purpose of the Agreement.
Media Activity and Publication
1. 1. Prior written approval from LEEP is required before engaging in any media activities or publications related to the project. While the use of LEEP’s logo is not mandatory, written approval must be obtained if the Recipient of these Terms chooses to include it in any materials.
Confidentiality
1. 1. From time to time during the term of the Agreement, either party may disclose information that it considers confidential (“Confidential Information”). Confidential Information includes information expressly identified as confidential and any information that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. The receiving party shall:
    1. take reasonable steps to prevent any unauthorised access, use, or disclosure of the Confidential Information;
    2. use the Confidential Information only for the purposes of performing its obligations under the Agreement (“Permitted Purpose”); and
    3. limit access to the Confidential Information to employees, agents, or representatives who need to know for the Permitted Purpose and who are bound by similar confidentiality obligations.
  2. Confidential Information does not include information that, at the time of disclosure:
    1. is publicly available;
    2. is already known to the receiving party;
    3. is obtained lawfully from a third party;
    4. is independently developed without use of the Confidential Information; or
    5. is required to be disclosed by law.
  3. Upon written request, the receiving party will make reasonable efforts to return or delete Confidential Information in its possession, except where retention is required for legal, regulatory, or record‑keeping purposes. This provision survives expiration or termination of the Agreement.
  4. The obligations in this Confidentiality section survive expiration or termination of the Agreement.
Dispute Resolution
1. 1. The Parties shall use their best efforts to resolve any dispute arising under this Agreement through good‑faith discussions. Either Party may raise a dispute by written notice, after which the Parties will meet (virtually or in person) within 15 days and continue discussions in good faith for at least 90 days.
Severability
1. 1. The provisions of the Agreement are severable, and the unenforceability of any provision of the Agreement shall not affect the enforceability of the remainder of the Agreement. The parties acknowledge that it is their intention that if any provision of the Agreement is determined by an authority of competent jurisdiction to be unenforceable as drafted, the parties shall negotiate in good faith to substitute a valid, legal, and enforceable provision that reflects the intent of such invalid or unenforceable provision.
Waiver
1. 1. No failure or delay on the part of either party in the exercise of any right shall operate as a waiver thereof. No single or partial exercise of any right shall operate as a waiver of such right or any other right. The waiver by either party of a breach of any provision of the Agreement shall not operate or be construed as a waiver of any other or subsequent breach.
Interpretation
1. 1. All headings are included solely for convenience and shall not affect the meaning or interpretation of the Agreement. The Agreement signed is the product of negotiations between the parties, and any rules of construction relating to interpretation against the drafter of a contract shall not apply and are hereby expressly waived by the parties.
Counterparts
1. 1. The Agreement may be executed in counterparts. Each counterpart shall be deemed an original and all counterparts together shall be deemed to constitute one and the same instrument. An executed signature page delivered by facsimile transmission (with transmission confirmed) or electronic pdf copy shall be as effective as an original executed signature page.
Applicability of Clauses Signed
1. 1. Where relevant, any subgrantees, sub-suppliers, successors, volunteers, employees or people paid with or benefiting from the Resources will also be subject to the same Terms and clauses as the Recipient of these Terms and the Agreement.
Relationship of the Parties
1. 1. The parties to the Agreement are independent. Nothing in the Agreement shall be construed to create an employment relationship between the parties, or to authorise either party to act as an agent or representative for the other party, to enter into contracts on behalf of the other party, or to bind the other party.
Assignment
1. 1. The Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. The Recipient of these Terms and the Agreement may not assign its rights or delegate its obligations under the Agreement, in whole or in part, without the prior written consent of LEEP.
Consequences of Termination
1. 1. Upon termination or expiry of the Agreement for any reason:
    1. The Recipient of these Terms shall promptly return to LEEP all LEEP-owned property, materials, documents, equipment, and information, or, where return is not reasonably practicable, securely delete or destroy such items and confirm this in writing if requested.
    2. The Recipient of these Terms shall, upon reasonable request, provide LEEP with all work-in-progress, deliverables, and materials created in connection with the Agreement up to the termination date, together with reasonable cooperation to enable an orderly handover.
    3. The Recipient of these Terms shall cease all use of LEEP data and Confidential Information and, except where retention is required by law, securely delete or destroy such data in accordance with LEEP’s instructions.
    4. Any provisions which by their nature are intended to survive termination or expiry of the Agreement shall survive, including but not limited to provisions relating to confidentiality, intellectual property, data protection, safeguarding, compliance with law, any applicable moral rights waivers, indemnification and liability limitations, and record-keeping.
Entire Agreement
1. 1. The Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior understandings, whether oral or written, between the parties with respect to such subject matter. Any modification to the Agreement must be in writing and signed by both parties.
Language and Interpretation
1. 1. Translated versions of the Agreement may be provided for convenience. In the event of any inconsistency or ambiguity, the signed version shall prevail and be deemed the authoritative text. Where two or more signed versions exist in different languages, the English‑language version shall prevail and be deemed the authoritative text.
Authority and Execution
1. 1. Each party represents and warrants that it has full power and authority to enter into the Agreement and that the Representative executing the Agreement on its behalf is duly authorised to do so and to bind that party in accordance with its terms. Upon signature, the Agreement shall be deemed executed and effective as of the date specified in the Agreement Term.
Governing Law
1. 1. The law governing these Terms is the same as the governing law of the Agreement. If the Agreement does not specify a governing law, these Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict‑of‑laws principles.
For all Recipients of these Terms based in India, the following also applies:
1. The Recipient of these Terms represents that it is in compliance with all applicable Indian laws including but not limited to the Drugs and Cosmetics Act 1945, International Collaboration Guidelines, the Customs Act, 1962, the Foreign Trade (Development & Regulation) Act, 1992, Environment Protection Act 1986, as amended from time to time and relevant rules and regulations issued thereunder.
2. It additionally confirms that it holds a valid registration or prior permission as required under the Foreign Contribution (Regulation) Act, 2010 (“FCRA”) issued by the Government of India and that such registration remains active and in good standing throughout the term of the Agreement.
3. The Recipient of these Terms represents that it is in compliance with the FCRA, as amended from time to time and relevant rules and regulations issued thereunder.
4. The Recipient of these Terms shall comply with all provisions of the FCRA and any rules, regulations, or notifications issued thereunder, including maintaining a designated FCRA bank account for receipt of foreign contributions and submitting all required returns and disclosures within prescribed timelines. The The Recipient of these Terms confirms that:
5. The Recipient of these Terms shall promptly notify LEEP in writing of any change in its FCRA status, suspension, show-cause notice, or cancellation of registration, and of any direction from the Government of India.
  
  LEEP reserves the right to amend these Terms.