SPONSORSHIP / LICENSING
EP endorses specific organizations, profit and non-profit entities including specific products and services which meet or exceed EP standards.
May 2005 - SAMPLE AGREEMENT
This Logo License Agreement ("Logo Agreement") is made and entered into by and between Endangered Planet ("EP"), and (“Licensee”), the individual or entity who agrees and accepts the following terms and conditions of this Agreement.
a. “Effective Date” means the date Licensee accepts this Logo Agreement, and shall be the date upon which the Logo Agreement takes effect.
b. “Guidelines” mean the Guidelines for using the Includes Endangered Planet logo included in Exhibit A to this Logo Agreement, and also shown on the Endangered Planet web site at: http://www.EndangeredPlanet.net or any successor thereto.
c. “EPLDA” means the Endangered Planet License and Distribution Agreement currently in effect between the parties.
e. "Logo" means the Includes Endangered Planet logo(s) and or graphics depicted in the Guidelines, or such additional or replacement logo(s) as Endangered Planet may provide under this Logo Agreement.
f. “Product” means Licensee product(s) identified as “EPLP” (Endangered Planet Licensed Products) in the EPLDA Agreement, and which are distributed or provided to customers together with Endangered Planet, in accordance with the EPLDA Agreement.
g. “Territory” shall be as defined in the EPLDA Agreement.
2. LICENSE GRANT & RESTRICTIONS
a. Endangered Planet hereby grants to Licensee one or more of the following licenses: a] worldwide, b] non exclusive, c] nontransferable, d] royalty-free, f] personal license to use the Logo solely in conjunction with Product that meets the Quality Standards (as set forth in Section 4(a)), in the manner described in the Guidelines. Licensee shall not assign, transfer or sublicense this Logo Agreement (or any right granted herein) in any manner without prior written consent from Endangered Planet. Endangered Planet reserves all rights not expressly granted herein.
b. This Logo Agreement does not grant by implication or otherwise, any license to any Endangered Planet graphics, design, technology or proprietary rights other than use of the Logo permitted pursuant to Section 2(a).
3. OWNERSHIP, IDENTIFICATION & USE
a. Licensee acknowledges Endangered Planets sole ownership of the Logo and the Endangered Planet trademark, and all associated goodwill, and that Endangered Planet retains all right, title, and interest in and to the Logo. All goodwill arising from use of the Logo by Licensee will inure to the benefit of Endangered Planet.
B. Licensee will not use the Logo in any manner that will diminish or otherwise damage Endangered Planets goodwill in the Logo. Licensee will not adopt, use, or register any corporate name, trade name, trademark, domain name, service mark or other designation confusingly similar to the Logo or graphics provided or produced by Endangered Planet.
c. Licensee shall take reasonable steps to notify Endangered Planet of any suspected infringement of or challenge to the Logo of which Licensee becomes aware. Endangered Planet shall have the sole right to, and in its sole discretion may control any action concerning the Logo.
4. QUALITY CONTROL
a. All Product distributed in connection with the Logo shall: (i) meet or exceed the quality of products distributed by Licensee before the Effective Date, (iii) meet or exceed standards of quality and performance generally accepted in the industry, and (iv) comply with all applicable laws, rules, and regulations (collectively the “Quality Standards”). Licensee shall use the Logo solely in connection with Product(s) that meets the Quality Standards.
b. Licensee shall cooperate with Endangered Planet to facilitate periodic review of Licensee's use of the Logo, and of Licensee's compliance with the Quality Standards. Licensee shall promptly correct and remedy any deficiencies in its use of the Logo and conformance to the Quality Standards upon reasonable notice from Endangered Planet.
c. Company represents and warrants that Product shall be distributed to customers with Endangered Planet in accordance with the EPLDA Agreement, and meets all requirements and specifications in the EPLDA Agreement.
5. INDEMNIFICATION FROM LICENSEE
Licensee will indemnify and defend Endangered Planet from and against any and all claims, damages, costs, and expenses (including reasonable attorneys' fees) related to Product, including but not limited to: Products incompatibility with EPLDA, Product defects, and non-conformance to the Quality Standards; or Licensee’s use of the Logo in breach of this Logo Agreement, (“Licensee Indemnified Claim”), provided (i) Licensee is notified promptly in writing of any Licensee Indemnified Claim, (ii) Licensee has sole control over the defense of the Licensee Indemnified Claim, and (iii) Endangered Planet provides reasonable cooperation, in the defense of the same.
6. INDEMNIFICATION FROM ENDANGERED PLANET
a. Endangered Planet will indemnify and defend Licensee from and against any and all third party claims, damages, costs, and expenses (including reasonable attorney’s fees) that the Logo infringes any trademark rights of such third party in the Territory (“Endangered Planet Indemnified Claim”), provided: (i) Endangered Planet is notified promptly in writing of any Endangered Planet Indemnified Claim, (ii) has sole control over the defense of the Endangered Planet Indemnified Claim, and (iii) Licensee provides reasonable cooperation, in the defense of the same.
b. In addition to other remedies, Endangered Planet may, in connection with any such Endangered Planet Indemnified Claim, require Licensee to discontinue or modify use of the Logo upon Endangered Planet’s request. Endangered Planet shall not be liable for, or obligated to indemnify Licensee against, any claim based on Licensee's manufacture, distribution, or use of the Logo after Endangered Planet notifies Licensee to discontinue using the Logo. For all claims described in this Section 6(b), Licensee’s indemnification obligation set forth in Section 5 shall apply.
7. DISCLAIMER OF WARRANTY & LIMITATION OF LIABILITY
a. ENDANGERED PLANET MAKES NO WARRANTIES REGARDING THE LOGO, AND HEREBY DISCLAIMS ALL WARRANTIES THAT MIGHT OTHERWISE BE IMPLIED BY LAW.
b. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. TERM AND TERMINATION
a. The term of this Logo Agreement shall commence on the Effective Date and continue until the earlier of: (i) the date on which Licensee ceases licensing and distributing any Product(s) to third parties pursuant to the terms of the EPLDA Agreement, or (ii) the date of expiration or termination of the EPLDA Agreement. Provided, however, that either party shall have the right to terminate this Logo Agreement with or without cause upon sixty (60) days prior written notice.
b. Endangered Planet shall have the right to immediately terminate this Logo Agreement for breach by Licensee if such breach is not cured within thirty (30) days of written notice to Licensee of such breach.
c. Upon expiration or termination of this Logo Agreement, Licensee will immediately cease all use of the Logo. However, unless the Logo Agreement is terminated for breach, and subject to Section 6(b), Licensee may distribute then-existing units of Product and advertising materials containing the Logo for a period of ninety (90) days from termination or expiration of the term, provided use of the Logo in connection with such units complies with this Logo Agreement.
All notices in connection with this Logo Agreement shall be in writing, addressed as stated herein, and shall be deemed given when: (i) deposited in the mail, postage prepaid, certified or registered, return receipt requested; or (ii) sent by air express courier, charges prepaid. The parties shall fax a copy of any such notices to the fax numbers identified below on the same day.
2880 South Coast Highway (top floor)
Laguna Beach, CA USA 92651
Attention: Endangered Planet Logo Department
Fax: (949) 497.6106
a. Entire Agreement. This Logo Agreement, including all Exhibits, comprises the entire parties’ agreement concerning its subject matter, and supersedes and merges all prior or contemporaneous communications. It may be amended only by written agreement signed by the parties.
b. Governing Law. This Logo Agreement shall be governed by the laws of the State of California notwithstanding the application of any conflict of law rules. Licensee consents to jurisdiction and venue in the state and federal courts sitting in the State of California. Process may be served on either party in the manner set forth in Section 9 for the delivery of notices, or by such other method as is authorized by applicable law or court rule.
c. Attorneys’ Fees. In any action to enforce this Logo Agreement, the non-prevailing party shall pay the prevailing party’s reasonable costs, attorneys' fees, and other expenses.
d. No Waiver. No waiver of any breach of this Logo Agreement shall constitute a waiver of any other breach, and no waiver shall be effective unless in writing, signed by the waiving party.
e. Severability. If any provision (or portion thereof) of this Logo Agreement shall be held to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the court shall enforce such provisions to the extent allowable by law.
f. Survival. The provisions of Sections 7, 8(c), 9, 10, as well as Sections 5 with respect to Product(s) distributed with the Logo, and 6 for claims based on use of the Logo permitted herein, shall survive expiration or termination of this Logo Agreement.
Includes EPLDA Logo License Agreement
YOU MAY NOT USE THE FOLLOWING LOGOS UNLESS YOU HAVE IN PLACE A VALID LOGO LICENSE AGREEMENT AND AN EPLDA LICENSE AND DISTRIBUTION AGREEMENT. IF YOU WISH TO EXECUTE THE AGREEMENTS, you must register for an EPLDA License.
Includes EPLDA Available Logos and url addresses:
(Logo’s are currently under design by EP and will be shared with companies seeking an EPLDA April 2005)
Please contact us directly for your needs.
Endangered Planet has established the following set of specifications for proper use of the Logo(s). Licensee must comply with these specifications.
• Licensee must be licensed to distribute Endangered Planet logo/graphics under a valid distribution agreement with Endangered Planet, and have a valid Endangered Planet agreement in place before using the Logo.
• The Logo may only be used on packaging, collateral materials, documentation, merchandise, jewelry, advertising, artwork, including Web advertising, for products that are licensed for, and included in the EDLADA. Licensee may not use the Logo in connection with any product that does not include Endangered Planet.
• Licensee’s company name, logo, or product name must appear on any materials where the Logo is used. The Logo must be smaller/larger and less/more prominent than Licensee’s Product name, trademark, logo, or trade name based on EDLADA.
• The Logo may not be used in any manner that expresses or might imply Endangered Planet’s affiliation, sponsorship, endorsement, or approval other than as contemplated by the Logo Agreement.
• Licensee may not use the Logo in a manner that might suggest co-branding or otherwise create potential confusion as to the source of the Product or ownership of the Logo. Licensee may not display the Logo in any manner that suggests that Product is an Endangered Planet product, or in any manner that suggests that Endangered Planet is a part of the Product name.
• Endangered Planet, or the Logo may not be included in any non-Endangered Planet trade name, business name, product or service name, logo, trade dress, design, slogan, domain name, or other trademark.
• Licensee may use the Logo only as provided by Endangered Planet. Except for size subject to the restrictions herein, the Logo may not be altered in any manner, including proportions, colors, elements, etc., or animated, morphed, or otherwise distorted in perspective or dimensional appearance without the written expressed agreement by EP and licensee.
• The Logo may not be combined with any other symbols including, words, logos, icons, graphics, photos, slogans, numbers, or other design elements without the written expressed agreement by EP and licensee.
• The Logo (including but not limited to Endangered Planet’s logos, logotypes, trade dress, and other elements of product packaging, artwork and web sites) may not be imitated in any materials.
• The Logo may/may not be used as a design feature in any materials without the written expressed agreement by EP and licensee.
• The Logo must stand alone. A minimum amount of empty space must be left between the Logo and any other object such as type, photography, borders, edges, etc. The required border of empty space around the Logo must be x wide, where x equals ¼ the width of the Logo. (when applicable)
• The integrity of all elements of the Logo must be maintained. For example, the type and trademark notations must be readable; in no case should the Logo appear at such a small size that these conditions are not met.
• Minimum size for the Logo shall be ½ inch wide.
• The Logo must include the TM symbol as shown in these guidelines.
• The Logo shall be attributed to Endangered Planet in all materials where it is used, with the attribution clause: “Endangered Planet", and the Endangered Planet logo are trademarks, or registered trademarks of Endangered Planet in the United States and/or other countries.”
Questions regarding licensing
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