Donation Agreement

DONATION AGREEMENT

This Donation Agreement (“Agreement”) is a binding agreement between Medibreez Inc. (“Medi Hair Loss & Scalp Clinic”) and your organization, a nonprofit entity recognized as exempt from federal income tax (“Charity”). By accepting this Agreement or the Charity Share, Charity acknowledges that it has read, understood, and has the authority to enter into this Agreement.


1. Charity Information

Charity agrees to provide Medi Hair Loss & Scalp Clinic with relevant information about itself as requested.

2. Permissions to Use Name/Logo(s)

By Charity: Charity grants Medi Hair Loss & Scalp Clinic a limited, royalty-free license to use its name, logo, and related materials for promoting the donation. Charity confirms that it is the sole owner of all rights to these materials and has not granted conflicting rights to any other party.

3. Charity Share

Medi Hair Loss & Scalp Clinic agrees to make a monetary contribution (“Charity Share”) to Charity as outlined in the approval letter from Medi Hair Loss & Scalp Clinic (“MEDI Letter”). Charity agrees to use 100% of the Charity Share for the charitable purpose stated in its application.

4. Payments and Accounting

  • Medi Hair Loss & Scalp Clinic will process payments as outlined in the MEDI Letter.

  • Charity must process payments by the specified deadline or risk forfeiting the funds.

  • Charity is responsible for any transactional fees.

  • Both parties must retain financial records related to this Agreement for at least three (3) years.

5. Charity Share Characterization

The Charity Share is not compensation, reimbursement, or income from a partnership or joint venture.

6. Charitable Solicitation Compliance

Both parties are responsible for complying with applicable regulations for charitable solicitation in their respective jurisdictions.

7. Representations and Warranties

Each party represents and warrants that:

  • It will comply with all applicable laws and regulations.

  • It assumes responsibility for any non-compliance.

  • It has the authority to enter into this Agreement.

  • It will act in good faith in fulfilling its obligations.

8. Termination

  • Either party may terminate this Agreement with seven (7) business days’ written notice.

  • Immediate termination is allowed if a breach is not remedied within fifteen (15) days of notice.

9. Indemnification

Charity agrees to indemnify and hold harmless Medi Hair Loss & Scalp Clinic from any claims, losses, or legal actions resulting from Charity’s negligence, misconduct, or breach of this Agreement.

10. Limitation of Liability

Medi Hair Loss & Scalp Clinic is not liable for:

  • Any indirect, incidental, or consequential damages related to this Agreement.

  • Any amount beyond the Charity Share.

11. Amendment

Any amendment to this Agreement must be in writing and signed by both parties.

12. Miscellaneous

a. Assignment: Charity may not transfer or assign this Agreement without prior written consent.

b. Status of Parties: This Agreement does not create a partnership, joint venture, or employment relationship between the parties.

c. Attorney’s Fees: The prevailing party in any dispute arising from this Agreement is entitled to recover reasonable legal fees.

d. Waiver of Breach: A waiver of a breach does not waive future breaches.

e. Applicable Law & Venue: This Agreement is governed by the laws of Delaware, with disputes resolved in Ottawa, Ontario.

f. Notice: Official notices must be in writing and sent via email, fax, courier, or registered mail to the specified addresses.

g. Entire Agreement: This Agreement represents the full understanding between the parties.

h. Headings: Section headings are for reference only and do not affect interpretation.

i. Severability: If any part of this Agreement is deemed unenforceable, the remainder remains in effect.

j. Binding Effect: This Agreement is binding upon the parties and their successors.

k. Counterparts/Signatures: This Agreement may be executed electronically and in multiple counterparts.

l. Operating Affiliates: Medi Hair Loss & Scalp Clinic operates under Medibreez, Inc. and its affiliates.