This Trademark and Content License Agreement (the “Agreement”) is entered into as of the last date of signature below (the “Effective Date”) by and between The Evangelical Catholic, Inc., a Wisconsin corporation with its principal place of business at 6602 Normandy Lane, 2^nd FL, Madison, Wisconsin 53719 (“Licensor”),

and___________________________________________________________[“Ministry/Licensee”]

          located in ______________________________________________________.

Licensor and Licensee shall be referred to herein collectively as the “Parties” and each may be referred to individually as a “Party”.

RECITALS

 

WHEREAS, Licensor owns all rights, title, and interest in and to the 1% CHALLENGE trademarks reflected in Exhibit A hereto, in connection with promoting Catholicism and promoting public interest in and awareness of the need for religious and spiritual development (the “1% Marks”);

WHEREAS, Licensor owns all copyright, title, and interest in and to certain educational and instruction materials designed to train and support Catholic leaders to inspire members of the Church and communicate teachings of the faith, which are made available by Licensor in physical and digital format (collectively, “Licensor’s Copyrighted Works”);

WHEREAS, Licensee desires to obtain a license to use the 1% Marks and Licensor’s Copyrighted Works in connection with promoting Catholicism and promoting public interest in and awareness of the need for religious and spiritual development (“Licensee’s Services”);

WHEREAS, Licensor is willing to grant Licensee a license to use the 1% Marks and Licensor’s Copyrighted Works in connection with Licensee’s Services in accordance with the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the mutual representations, promises, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows.

 

1. License Provisions

 

a. Grant of License. Licensor hereby grants to Licensee a non-exclusive, non-transferrable, non-sublicensable license to use the 1% Marks and Licensor’s Copyrighted Works in connection with Licensee’s Services for an initial term of one (1) year following the Effective Date of this Agreement. Thereafter, the license provided for in this Section 1(a) may renew for successive

one (1) year periods upon written agreement by the Parties. During the term of this Agreement, Licensee may only use the 1% Marks on Licensee’s primary website and social media pages, as well as in Licensee’s bulletins and newsletters for its membership. For the avoidance of doubt, Licensee is prohibited from incorporating the 1% Marks into any second-level domain name or social media handle.

 b. Geographic Scope of License. The geographic scope of this Agreement is limited to the _____________________. Licensee shall only use the 1% Marks and Licensor’s Copyrighted Works within this specified geographic location and agrees not to enter into any national or regional partnerships that would require use of the 1% Marks and Licensor’s Copyrighted Works beyond this specified geographic location. Licensee’s use of the 1% Marks on Licensee’s  website  and   social media pages shall not constitute a violation of this Section 1(b).

 c. Form of Use.

(i)   Licensee shall only use the 1% Marks either (1) as 1% CHALLENGE in non-stylized typeface and apart from any other trademarks or design features, (2) in stylized form as depicted in Exhibit A hereto, or (3) as otherwise approved in writing by Licensor prior to use.

(ii)  Licensee shall not modify, adapt, alter, or translate the 1% Marks. Licensee further agrees to include a notice on Licensee’s web site and/or on any materials bearing the 1% Marks, in a reasonably visible location, indicating that the 1% Marks is used under license and with the permission of Licensor. Licensee shall also use a “™” or “®” symbol with the 1% Marks and an appropriate copyright notice (identifying Licensor as the owner of the copyrights in any of Licensor’s Copyrighted Works), as reasonably requested by Licensor.

 

2. Compensation & Payment 

Ministry shall compensate the EC an annual license fee of $250. Once the signed version of this agreement and the full payment are received, the EC will provide the Ministry with the necessary link to access the 1% Challenge™ Launch Kit and materials. The Ministry shall provide the EC with complete and accurate billing and contact information. Any sales, use or value added   tax properly imposed by any jurisdiction in connection with EC’s provision of the Services shall be the responsibility of the Ministry.

 

3. Trademark Quality Control Provisions

 

a. Quality Control; Notice. At all times during the term of this Agreement, Licensee shall ensure that Licensee’s Services and any prior approved goods offered under the 1% Marks maintain a level of quality that meets or exceeds (i) the generally accepted standards for Catholic parishes; and (ii) Licensor’s additional quality standards that may be established, set and implemented by Licensor over time. Licensor shall have, at reasonable times and on reasonable notice, the right to inspect and/or monitor Licensee’s Services and any prior approved goods offered under the 1% Marks in order to ensure compliance with this Section 2(a).

b. Restricted Content. Licensee shall not use the 1% Marks in connection with harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, hateful or otherwise offensive material, or in any manner that would be likely to tarnish or adversely impact the reputation, quality, value and goodwill associated with Licensor and/or the 1% Marks.

 c. Compliance with Laws. In performing its obligations and exercising its rights under this Agreement, Licensee is responsible for compliance with all relevant federal, state and local laws, statutes, regulations and other binding provisions, affecting its services offered under the 1% Marks for which noncompliance would expose Licensor to a third party claim or governmental claim. Licensee shall give prompt notice to Licensor of any written and/or formal complaint by any customer, governmental body, regulatory agency, consumer organization or any other third party concerning the quality or safety of any of Licensee’s services and prior approved goods offered under the 1% Marks.

 

4. Ownership of Intellectual Property

 a. Ownership Rights. Licensee agrees that (a) nothing herein shall give to Licensee any right, title or interest in the 1% Marks, Licensor’s Copyrighted Works, or any other intellectual property of Licensor, except the right to use the 1% Marks and Licensor’s Copyrighted Works solely in accordance with the terms of this Agreement; (b) the 1% Marks and Licensor’s Copyrighted Works are the sole property of Licensor; and (c) any and all uses by Licensee of the 1% Marks, and all goodwill derived therefrom, shall inure solely to the benefit of Licensor. Licensee agrees not to take any action inconsistent with this ownership and further agrees to cooperate, at Licensor’s request and expense, in any action (including the conduct of legal proceedings) which Licensor deems necessary or desirable to establish or preserve Licensor’s exclusive rights in and to the 1% Marks and Licensor’s Copyrighted Works.

 b. Infringement Proceedings. Licensor agrees to take reasonable steps to both protect and defend its rights in and to the 1% Marks and Licensor’s Copyrighted Works. In the event of infringement of the 1% Marks or Licensor’s Copyrighted Works by a third party, Licensor shall have the sole right in its discretion to initiate and conduct proceedings (including notifications to customs or other government officials objecting to the importation of infringing goods) against the infringing party, to initiate and conduct negotiations with respect thereto, including settlement discussions, and to retain any damages recovered in such proceedings.

 c. Cooperation. Licensee, at Licensor’s request and expense, shall provide Licensor with any examples of use and execute all documents necessary to protect, enforce, register or confirm Licensor’s rights to the 1% Marks or Licensor’s Copyrighted Works.

 

5. Termination

 a. Termination. Either Party may terminate this Agreement, upon fifteen (15) days prior written notice, in the event that the other Party breaches any term of this Agreement. During such 15-day period, the breaching Party shall have the opportunity to cure the breach (if cure is possible) to the satisfaction of the non-breaching Party, in which case this Agreement shall continue in force. In addition, Licensor may terminate this Agreement at its discretion for any reason, or no reason at all, upon thirty (30) days written notice to Licensee. Notwithstanding the foregoing, this Agreement will be terminated in the event that Licensor dissolves or permanently ceases to engage in business, and Licensor fails to assign or otherwise transfer its rights pursuant to Section 6 of this Agreement

b. Effect of Termination. In the event of expiration or termination of this Agreement, Licensee will immediately discontinue all use of the 1% Marks and Licensor’s Copyrighted Works, and will, within thirty (30) days after termination, destroy all materials using, embodying, displaying, or otherwise containing the 1% Marks or Licensor’s Copyrighted Works.

 

6. Indemnification

 Licensee agrees to indemnify, defend and hold Licensor harmless from and against any and all losses, claims, damages, expenses or liability, including attorneys’ fees, judgments, and settlement amounts, arising out of Licensee’s (i) breach of any of the provisions of this Agreement; or (ii) use of the 1% Marks or Licensor’s Copyrighted Works not in compliance with this Agreement.

 

7. Assignment

 This Agreement shall extend to, inure to the benefit of, and be binding upon the Parties hereto and their respective directors, officers, managers, members, partners, proprietors, agents, employees, representatives, affiliates, subsidiaries, shareholders, predecessors, successors, licensees, and assigns. Licensee may not assign its rights or delegate its obligations or any part thereof under this Agreement without prior written consent from the Licensor. Licensor may freely assign its rights or delegate its obligations or any part thereof under this Agreement, provided, however, that any assignee of Licensor’s rights shall be bound by the terms of this Agreement.

 

8. Representations as to Authority

Each Party  hereto represents and warrants that it has the sole right and exclusive authority to execute this Agreement and that it has not sold, assigned, transferred, conveyed, or otherwise disposed of any claim or demand, or any portion of or interest in any claim or demand, relating to any matter covered hereby.

 

9. Notice

Whenever any Party desires or is required to give any notice, demand, request or approval with respect to this Agreement, each such communication shall be in writing and shall be effective if delivered by email or overnight mail delivery.

 

10. Severability

In the event that any provision of this Agreement or the application of any provision of this Agreement is held by a tribunal of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect and this Agreement shall be interpreted as if such invalid provision(s) were omitted.

 

11. Modifications & Waivers

The provisions of this Agreement shall be modified or waived only by an agreement in writing signed by the Parties hereto. No course of conduct or dealing between the Parties shall act as a modification or waiver of any provision of this Agreement, and only a modification or waiver, which is contained in a single writing signed by the Parties, shall be effective.

12. Governing Law & Forum Selection

This Agreement and all actions for the breach thereof will be governed, construed, and interpreted in accordance with the laws of the State of Wisconsin without regard to or application of its choice of law provisions or any other provision of Wisconsin law that would require or permit the application of the substantive law of any other jurisdiction to govern this Agreement, except to the extent governed by the United States Trademark (Lanham) Act of 1946, 15 U.S.C. § 1051 et seq. The Parties further acknowledge and agree that any legal action arising out of or relating to this Agreement shall be brought in either the state or federal courts in Madison, Wisconsin, and both parties hereby agree to submit to the jurisdiction thereof.

13. Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original with the same force and effect as if fully and simultaneously executed in a singular original document, but all of which shall constitute one and the same Agreement, and any signature evidenced by facsimile transmission or electronic transmission shall be accepted as an original signature.

 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and become effective on the last date executed by the Parties indicated below.

 

 

The Evangelical Catholic, Inc.

 

 

By: ___________________________                                                              By: ___________________________       

 

______________________________

 

         ______________________________                         ______________________________ 

 

Date: _________________________                                                              Date: _________________________           

 

Prepared by:   

 

 

 

Date: ________________________  

 

 

Exhibit A

Licensed Trademarks:

 

• 1% CHALLENGE™

 

 

 

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