Accession #:__________
THIS DEED OF GIFT made the day of , 20 .
BETWEEN:
(the “Donor” or if more than one donor, collectively, hereinafter the “Donor”)
- and -
THE UNIVERSITY OF MANITOBA FOUNDATION U.S.A. INC.
(the “Foundation”)
WHEREAS the Donor is the absolute owner, free of encumbrances, of the property described in the schedule(s) attached hereto and forming part hereof (the “Property”), and is entitled to dispose of the Property;
AND WHEREAS, the Donor desires to make an absolute gift to the Foundation of all of the
Donor’s right, title, and interest in and to the Property, subject only to the exceptions noted herein;
NOW THIS DEED WITNESSETH as follows:
Transfer of Title and Copyright
1.
The Donor hereby gifts, assigns and transfers all of the Donor’s right, title, and interest in and to the Property, to the Foundation, for its own use absolutely, subject only to the terms of this Deed.
2.
The Property includes the items and things listed on the schedule(s) attached hereto at the time this Deed is executed, as well as schedule(s) attached subsequently. Property which is described in subsequently attached schedule(s) is deemed to have been gifted to the
Foundation on the same terms as set out herein.
3.
Where applicable to the type of gift, the Property includes all subsisting copyright, except: a) copyright in correspondence in which the Donor is not the author; b) documents of any medium created by persons other than the Donor; and c) any exceptions noted on the corresponding schedule(s).
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4.
The Property is deemed to be gifted and transferred as of the date indicated on the corresponding schedule(s).
5.
Notwithstanding the preceding sections, net income from publication of any of the
Property shall remain with the Donor, to be distributed to the Donor or the Donor’s agents, heirs, executors, or assigns, for a period of fifty (50) years from the date of transfer. “Net income from publication” means royalty income and lump sum payments received by the Donor in respect of the licensing of the copyright in any of the Property.
6.
The Donor hereby agrees that the Foundation may permit users of the Property to make copies thereof, provided that such copies are for their own use and are made in accordance with applicable copyright laws.
7.
The Foundation shall have the right to govern and restrict access by third parties to any part of the Property.
8.
The Foundation hereby accepts the absolute gift of the Property from the Donor, subject only to the terms of this Deed.
Valuation and Receipting
9.
The Foundation in partnership with the Donor will agree upon a valuation method to determine the value of the Property. If the Donor requests a charitable receipt for tax purposes, the Foundation shall provide a receipt for the value of the Property set out in the valuation.
Processing the Property
10.
Prior to or subsequent to the acceptance of the gift of the Property, the Foundation may process the Property in accordance with standard archival practice. The Foundation may choose not to archive all of the Property.
11.
In processing the Property, the Foundation may dispose of duplicate material or material which, in the opinion of the Foundation, has little or no archival value. However, if indicated below, the Foundation will make reasonable efforts to offer any material identified for disposal to the Donor, or the Donor’s heirs, executors, or assigns.
Donor to be offered any material identified for disposal
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Retention of the Property
12.
It is not the Foundation’s intention to hold the Property in perpetuity. The Donor’s acknowledges that the Foundation is an extension of the University of Manitoba, located in Winnipeg, Manitoba, Canada and it is the intention of the Foundation to transfer the
Property to the University of Manitoba. Donor acknowledges and agrees that the
Foundation is free to transfer the Property as the Foundation deems appropriate.
13.
The Foundation will take reasonable care to protect the Property while it is in the possession of the Foundation and, if transferred to the University of Manitoba, the
Foundation undertakes to ensure that the University of Manitoba will take reasonable care to protect the Property.
General Terms
14.
Should any provision of this Deed be void or unenforceable, such provision shall be deemed severed and omitted, and this Deed, with such provision omitted, shall remain in full force and effect.
15.
This Deed is binding on the parties hereto, and their respective heirs, executors, administrators, successors and assigns.
16.
This Deed constitutes the entire agreement between the parties, and all previous agreements, proposals or communication relating to the subject of this Deed are hereby superseded and of no force or effect. There are no warranties, representations, terms, conditions or collateral agreements, express or implied, other than as set out herein.
17.
The Donor will hold harmless and indemnify the Foundation for any and all claims related to the Donor’s right, title, and interest in and to the Property, including, where applicable, all subsisting copyright, and particularly, the Donor’s right or authority to gift the Property to the Foundation on the terms contained herein.
18.
The Property will be owned by the Donor, until the date the Property is gifted and transferred, as indicated on the corresponding schedule(s).
19.
Where the undersigned is the executor/executrix of the Donor’s Estate, the undersigned represents and warrants that he/she is duly authorized to deal with the assets of the Estate.
The undersigned will provide a copy of the relevant will, grant of probate or letters of administration upon request.
20.
This Deed is governed by the laws of the Province of Manitoba, and any dispute hereunder shall be referred to the exclusive jurisdiction of the Court of Queen’s Bench
(Winnipeg Centre).
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21.
This Deed may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery by facsimile or by electronic transmission in portable document format (PDF) of an executed counterpart of this Deed is as effective as delivery of an originally executed counterpart of this Deed.
IN WITNESS WHEREOF the Foundation and Donor, insert Donor's name of the insert where
Donor lives (ie. City of Chicago, State of Illinois) have executed this Deed effective as of the day and year first above written.
Witness signature
)
)
) (Donor’s signature)
(seal)
The University of Manitoba Foundation U.S.A.
Inc.
Witness signature
Per:
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SCHEDULE “ ”
To a Deed of Gift
From to The University of Manitoba Foundation U.S.A. Inc.
The following property is gifted to The University of Manitoba Foundation U.S.A. Inc. as of the
day of , 20 .
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
Exceptions to transfer of copyright (if applicable):
(Witness signature) )
)
)
)
(Donor’s signature)
S:\Legal\LEGAL OFFICE\Precedents\Website Documents\Signing Policy\Deed of Gift for USA foundation- January 2015.docx
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