EQUITY AUDIT MARK LICENSE AGREEMENT
In order to access our Equity Audit Logo, you must agree to the terms below.
This EQUITY AUDIT MARK LICENSE AGREEMENT (“Agreement”) by and between Beloved Community, Incorporated (“Beloved Community”), a Louisiana nonprofit corporation, and (“Licensee”) is entered into effective as of the date last executed by the parties (the “Effective Date”).
WHEREAS, Beloved Community is a nonprofit corporation recognized as tax-exempt under Section 501(c)(3) of the Internal Revenue Code, the purpose of which is to promote and carry out comprehensive, sustainable solutions for diversity, equity, and inclusion in workplaces and schools;
WHEREAS, Beloved Community has established an equity audit program entitled Diversity, Equity, and Inclusion Standards Indicators – Equity Audit (the “Equity Audit”) and will permit organizations that complete the Equity Audit to use its mark shown on Exhibit A (the “Mark”) subject to the terms and conditions herein; and
WHEREAS, Licensee desires to obtain a license to use the Mark, subject to the terms and conditions herein.
NOW, THEREFORE, in consideration of the foregoing premises and of the mutual agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties agree as follows:
License Grant. Subject to the terms and conditions of this Agreement, Beloved Community hereby grants to Licensee for the duration of this Agreement a non-exclusive, non-transferable, non-sub-licensable, worldwide license to use the Mark as evidence that Licensee has completed the Equity Audit and for no other use or purpose. Beloved Community hereby reserves all rights not expressly granted to Licensee under this Agreement.
Use of the Mark. Licensee may use the Mark on its website, social networking sites, and promotional materials, and may display the Mark on its business premises, to indicate Licensee’s completion of the Equity Audit.
3.1 Acknowledgment of Ownership. Licensee acknowledges that (a) Beloved Community is the owner of the Mark and all goodwill related thereto, and (b) all use of the Mark under this Agreement and any goodwill accruing from such use will inure solely to the benefit of Beloved Community.
3.2 No Contest. Licensee agrees not to contest, oppose, or challenge, or assist any person in contesting, opposing, or challenging, Beloved Community’s rights in and to the Mark or the validity of the Mark.
3.3 No Obligation to Register or Maintain Mark. Beloved Community shall not be obligated to: (a) file any application for registration of the Mark or to secure any rights in the Mark; (b) maintain any registration of the Mark; or (c) provide any assistance, except for the obligations expressly assumed in this Agreement.
3.4 Licensee Restrictions. Licensee agrees that it shall not, during the term of this Agreement or thereafter, directly or indirectly:
(a) take, omit to take, or permit any action which will or may dilute the Mark or tarnish or bring into disrepute the reputation of or goodwill associated with the Mark or Beloved Community, or which will or may invalidate or jeopardize any registration of the Mark;
(b) apply for, or obtain, or assist any person in applying or obtaining any registration of the Mark, or any trademark, service mark, trade name, or other indicia confusingly similar to the Mark in any country;
(c) adopt or use any work or mark that is likely to be similar to or confused with the Mark; or
(d) alter or amend the Mark, nor shall any other drawing, symbol, or words be placed on or in any way adjacent to the Mark to suggest that such drawing, symbol, or words are part of or associated with the Mark.
4. Quality Control.
4.1 Acknowledgment. Licensee acknowledges and is familiar with the high standards, quality, style, and image of Beloved Community, and Licensee shall, at all times, conduct its business and use the Mark in a manner consistent with these standards, quality, style, and image.
4.2 Compliance with Beloved Community Specifications. Licensee shall comply with the specifications, standards, and directions relating to use or display of the Mark as may be set forth in Exhibit A and as notified in writing by Beloved Community from time to time.
4.3 Approval. At Licensee’s sole expense, Licensee shall submit to Beloved Community, for Beloved Community’s advance written approval, samples of all uses of the Mark, including, but not limited to, any promotional materials and webpage designs, at least 10 days prior to use. Beloved Community may object to any such sample by providing notice within five (5) days of receipt of such sample. Licensee shall promptly correct such sample and resubmit it for Beloved Community’s approval through the same process.
4.4 Complaints. Licensee shall promptly provide Beloved Community with details of any complaints it has received relating to Licensee’s promotion of, or practices relating to or affecting, diversity, equity, and inclusion, together with reports on the manner in which such complaints are being, or have been, dealt with.
5.1 Notification. Licensee shall immediately notify Beloved Community in writing with reasonable detail of any: (a) actual, suspected, or threatened infringement of the Mark, claim that the Mark is invalid, or opposition to the Mark; (b) actual, suspected, or threatened claim that use of the Mark infringes the rights of any third party; or (c) other actual, suspected or threatened claim to which the Mark may be subject.
5.2 Actions. With respect to any of the matters listed in Section 5.1: (a) Beloved Community has exclusive control over, and conduct of, all claims and proceedings; (b) Licensee shall provide Beloved Community with all assistance that Beloved Community may reasonably require in the conduct of any claims or proceedings; and (c) Beloved Community shall bear the cost of any proceedings and will be entitled to retain all sums recovered in any action for its own account.
6. Royalty. Beloved Community shall charge no royalties for Licensee’s authorized use of the Mark for the term of this Agreement.
7. Representations and Warranties; Limitations on Liability.
7.1 Mutual Representations and Warranties. Each party represents and warrants to the other party that:
(a) it is organized, validly existing, and in good standing as a corporation or other entity as represented under the laws of its jurisdiction of incorporation or organization;
(b) it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder.
(c) the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate or organizational action of the party; and
(d) when executed and delivered by such party, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.
7.2 Disclaimer of Representations and Warranties. Nothing in this Agreement constitutes any representation or warranty by Beloved Community that the Mark is valid or the exercise by Licensee of rights granted under this Agreement will not infringe the rights of any person. BELOVED COMMUNITY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE MARK, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
7.3 Limitation on Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, BELOVED COMMUNITY WILL NOT BE LIABLE TO LICENSEE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO PESONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
8. Indemnification. Licensee shall indemnify, defend, and hold harmless Beloved Community and its representatives, officers, directors, employees, agents, successors, and assigns from and against all claims, liabilities, suits, damages, judgments, losses, costs, attorney’s fees, settlements, or expenses incurred (hereinafter collectively “claims”) arising out of or in connection with any actual or alleged (a) breach by Licensee of any representation, warranty, covenant, or obligation under this Agreement; (b) claim arising from Licensee’s use of the Mark including, but limited to, any claims arising under consumer protection, unfair competition, advertising, intellectual property, tort, or contract laws; or (c) other act or omission by Licensee. Beloved Community will promptly notify Licensee after receiving a claim for which Beloved Community, or other indemnified person, will seek indemnification.
9. Term and Termination.
9.1 Term. The term of this Agreement shall commence on the Effective Date and shall remain in effect until the first anniversary of the Effective Date. Licensee may enter into a new Agreement for an additional 12-month period after again completing the Equity Audit.
9.2 Termination Without Cause. Beloved Community may terminate this Agreement for any reason on giving Licensee not less than 30 days’ written notice. Licensee may terminate this Agreement at any time by providing notice to Beloved Community and by discontinuing all use of the Mark, which termination shall be effective upon receipt of the notice by Beloved Community.
9.3 Termination for Cause. Beloved Community may terminate this Agreement by providing notice to Licensee, which termination shall be effective upon receipt of notice by Licensee, if:
(a) Licensee breaches this Agreement and, if such breach is curable, fails to cure such breach within 10 days of being notified in writing to do so; or
(b) Licensee (i) becomes bankrupt or insolvent; (ii) is dissolved or liquidated or takes any corporate or organizational action for such purpose; or (iii) has its business placed in the hands of a receiver or trustee, whether by voluntary act or otherwise.
9.4 Effect of Termination. On the expiration or termination of this Agreement for any reason and subject to any express provisions set out elsewhere in this Agreement:
(a) all rights and licenses granted pursuant to this Agreement cease;
(b) Licensee shall cease all use of the Mark and not make further use of or distribute any further copies of any materials that bear the Mark in any manner whatsoever; and
(c) Licensee shall immediately deliver up or destroy (with proof thereof by affidavit at Beloved Community’s option) any such materials that Licensee has in its possession or under its control and use its best efforts to remove or cause the removal of all existing copies of such materials from public display.
9.5 Surviving Rights. The rights and obligations of the parties set forth in this Section 9.5 and Sections 3, 7, 8, 9, and 12, and any right, obligation, or required performance of the parties, which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.
10. Assignment. Licensee shall not assign nor otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations, under this Agreement, whether directly or indirectly, without Beloved Community’s prior written consent. Beloved Community may freely assign or otherwise transfer all or any of its obligations under this Agreement without Licensee’s consent.
11. No Endorsement. Licensee acknowledges that its use of the Mark does not imply Beloved Community’s endorsement or sponsorship of Licensee or its products or services. Licensee shall not state or imply, orally or in writing, that Beloved Community or its officers, directors, or employees endorse Licensee or its products or services.
12.1. Relationship of the Parties. The parties are independent contractors, and nothing herein contained shall constitute or be construed to create a partnership, agency, or joint venture between the parties.
12.2 Notices. Any notices required or permitted to be given under this Agreement must be in writing and will be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail, with confirmation of transmission or receipt if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses shown at the end hereof, or at such other address as may be furnished in writing to the notifying party.
12.3 Entire Agreement. This Agreement, together with all exhibits hereto, constitutes the sole and entire agreement of the parties to this Agreement and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to the subject matter contained herein.
12.4 Amendment. No amendment or modification of this Agreement shall be valid and binding upon the parties unless made in writing and signed by an authorized representative of each party.
12.5 Waiver. Any waiver by any party of any right arising from any breach of any term of this Agreement shall not be construed as a continuing waiver of any other breach of the same term or any other term of this Agreement by the other party.
12.6 Severability. If any clause, provision, or term of this Agreement is declared illegal, invalid, or unenforceable under applicable present or future laws, then it is the intention of the parties that the remainder of this Agreement shall not be affected and that, in lieu of any such clause, provision or term, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent permitted under applicable law.
12.7 Governing Law; Submission to Jurisdiction. This Agreement shall be interpreted according to the laws of the State of Louisiana without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other. Any legal suit, action, or proceeding arising out of or related to this Agreement will be instituted exclusively in the federal courts of the United States or the courts of the State of Louisiana in each case located in Orleans Parish, Louisiana, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
12.8 Waiver of Jury Trial. The parties to this Agreement waive any and all right to a trial by jury in any action or proceeding brought or commenced by either party which is directly or indirectly related to this Agreement.
12.9 Arbitration. At Beloved Community’s sole discretion, it may require Licensee to submit any disputes arising from this Agreement, including disputes arising from or concerning its interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration.
12.10 Equitable Relief. Licensee acknowledges that a breach of this Agreement may cause Beloved Community irreparable injury, and agrees that in the event of such a breach, Beloved Community shall be entitled to equitable relief, including temporary, preliminary, and permanent injunctions, specific performance, and any other relief that may be available from any court, plus an award for damages, costs, and reasonable attorneys’ fees arising from or relating to such breach, including the filing and obtaining the equitable relief described above.
12.11 Execution in Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. A signed copy of this Agreement delivered by e-mail or other means of electronic transmission to which a signed PDF copy is attached will be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date last set forth below.