July 1, 2019


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CORPORATE RELATIONSHIP LETTER OF AGREEMENT TERMS AND CONDITIONS Updated as of July 1, 2019 Each capitalized term not defined below shall have the meaning assigned to it in the LOA into which these terms and conditions have been incorporated by reference. Section 1. Funds/Endorsement/Term. Company shall transfer the Funds to Heifer on the Fund Payment Dates, which transfers shall begin, at a minimum, within ninety (90) days after the start of Company’s Program, and every ninety (90) days thereafter. Company agrees that nothing contained in this LOA shall be construed as Heifer endorsing Company’s services and/or products. Parties agree that this LOA shall be effective for the Term, unless earlier terminated or extended as set forth in this LOA. Section 2. Accounting. Company shall provide to Heifer, at the time any contribution of Funds is made, an accounting on a per unit basis of the Company’s Program and Funds, in a form mutually determined by the Parties, setting forth the total amount to be transferred to Heifer and the manner in which that amount was ascertained (the “Accountings”). In order to ensure compliance with laws applicable to charitable fundraising, Company shall provide to Heifer other records and materials related to the Company’s Program upon Heifer’s reasonable request. Company shall keep the final accounting on file three (3) years after the final accounting date, and shall make it available to the Arkansas Secretary of State and the Arkansas Attorney General upon reasonable request. Section 3. Intellectual Property. Company grants Heifer a nonexclusive, royalty-free, limited, revocable license to use the Company IP, in connection with Company’s Program, during the Term (the “Company License”). Heifer agrees to maintain high standards when using the Company IP, and such standards shall be no less rigorous than those Heifer applies to its own intellectual property. Heifer may not alter or modify the Company IP in any way, nor may it grant a sublicense to any other individual or entity for the use of the Company IP. Heifer grants Company a nonexclusive, royalty-free, limited, revocable license to use the Heifer IP, in connection with Company’s Program, during the Term (the “Heifer License”). Company agrees to maintain high standards when using the Heifer IP, and such standards shall be no less rigorous than those Company applies to its own intellectual property. Company may not alter or modify the Heifer IP in any way, nor may it grant a sublicense to any other individual or entity for the use of the Heifer IP. Company agrees to comply with Heifer’s branding guidelines, as provided by Heifer and as amended from time to time. Section 4. Prior Approval. Each Party (the “Promoting Party”) agrees to submit for the other Party’s (the “Promoted Party”) approval, prior to Promoting Party’s use thereof, all marketing and public relations materials related to Company’s Program, including but not limited to any materials containing Promoted Party’s intellectual property. Promoting Party shall ensure its employees and representatives comply with the provision of this LOA as well. In the event Promoting Party discovers misuse of Promoted Party’s intellectual property, Promoting Party will immediately notify Promoted Party, and will cooperate with Promoted Party in preventing and remedying the misuse. Section 5. Disclosure Requirements. In accordance with standards recommended by the Council of Better Business Bureaus found at www.give.org/for-charities/How-We-Accredit-Charities, and other applicable law, including but not limited to Arkansas’ Commercial Coventurer laws found at Ark. Code Ann. §§ 4-28-401, Company agrees that any promotions undertaken in connection with Company’s Program shall clearly and conspicuously disclose the following elements (tailored to fit the particular situation) will be used at the point of sale or the point of promotion: (a) Heifer International is the benefiting charitable organization; (b) information about Heifer International is available by calling 1-800-422-0474, by visiting Heifer International’s website at www.heifer.org, and by reviewing Heifer International’s Charitable Solicitation Disclosure Statements at www.heifer.org/about-heifer/charitable-solicitation-disclosure-statements.html; (c) Heifer International will receive the following benefit in connection with this promotion: (i) $________ per each purchase, or (ii) _____% of the purchase price per each purchase, (d) this promotion will extend from ______________, 20___ until ______________, 20___; and (e) [ONLY IF APPLICABLE] Below is the maximum or guaranteed minimum amount that Company will contribute to Heifer in connection with the promotion: $_______________.

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Section 6. Representations. Each Party warrants and represents, one to the other, that (a) the execution and delivery of this LOA have been duly authorized by all necessary parties, (b) it has the power, authority, and capacity to perform its obligations as set forth under this LOA, (c) with regard to Heifer—it owns the Heifer IP and Company’s use thereof will not infringe upon any third party’s rights, and (d) with regard to Company—it owns the Company IP and Heifer’s use thereof will not infringe upon any third party’s rights, (e) it shall comply with all applicable federal, state, and local laws in connection with Company’s Program, and (f) to the best of its knowledge it is not, does not employ or associate with, and is not owned, controlled by, or acting for or on behalf of a “suspected terrorist” as defined in Executive Order 13224. Section 7. Indemnification. Each Party (the “Indemnifying Party”) shall indemnify, hold harmless, and defend the other Party (the “Indemnified Party”) from and against any and all claims, demands, damages, actions, causes of action, and liabilities which may result from, arise out of, or relate to Indemnifying Party’s (a) misconduct or negligence under this LOA, or (b) breach of this LOA. Section 8. Confidentiality. Each Party (the “Receiving Party”) may receive access to certain trade secrets and proprietary, secret, confidential and/or other information belonging to the other Party (the “Providing Party”), and not generally available to the public (the “Confidential Information”). Receiving Party is prohibited from disclosing Providing Party’s Confidential Information to any third party unless authorized in writing by Providing Party. Receiving Party shall take all steps requested by Providing Party to protect the Providing Party’s Confidential Information. If Company receives any donor-related information from Heifer in connection with Company’s Program, such as donor identities or donor contact information, Company understands and agrees that such information shall remain Heifer’s exclusive property, and that Company may not use such information to contact any person for any purpose except as specifically authorized by Heifer. Section 9. Termination. The Parties agree that, unless extended in writing by the Parties, this LOA shall terminate immediately upon the expiration of the Term, and all licenses and rights granted under this LOA shall terminate as of that date as well. Heifer shall have the right to terminate this LOA and/or the Heifer License within five (5) business days of Company’s receipt of written notice thereof from Heifer. Company shall have the right to terminate this LOA and/or the Company License within five (5) business day of Heifer’s receipt of written notice thereof from Company. Company shall deliver to Heifer any funds received by it on Heifer’s behalf, or for Heifer’s benefit, along with a reasonable accounting thereof, within five (5) business days of the termination or expiration of this LOA. To the extent the directly preceding sentence of this Section 9 conflicts with any other provision of the LOA, the directly preceding sentence shall govern and control. Section 10. Governing Law/Jurisdiction. This LOA is to be construed and enforced in accordance with the laws of the State of Arkansas and the United States of America, without regard to any applicable rules addressing conflicts of laws. The State courts in Pulaski County, Arkansas, and the United States District Court for the Eastern District of Arkansas, all located in Little Rock, Arkansas, shall have jurisdiction and venue with respect to any and all disputes arising in connection with this LOA. Section 11. Notices. All notices, approvals, requests, demands, or other communications hereunder must be in writing, and shall be deemed to have been given to the applicable Party, when delivered by hand, or upon receipt of proof of delivery by any mail or delivery service requiring such a receipt, or upon receipt of proof of an electronic transmission to the applicable Party. Section 12. Miscellaneous. Parties are independent contractors, and nothing in this LOA shall be construed to appoint either Party as the agent of the other, or create a partnership, joint venture, or similar relationship between the Parties that may result in vicarious liability, and neither Party shall have the power to bind the other Party in any manner whatsoever. This LOA may be amended, supplemented, or modified, and the observance of any provision hereof may be waived, only by written and signed instrument making specific reference to this LOA. This LOA contains the entire understanding of the Parties with respect to the subject matter contained herein, and supersedes any prior or contemporaneous terms, representations, statements, or agreements, whether made orally or in writing, with respect to said subject matter. The Parties agree that it is impossible to measure in money the damages that will accrue by reason of the failure of either Party to this LOA to perform any of its obligations, and that the irreparable damage which would result from a breach of this LOA may be remedied by immediate injunction or any other relief allowed by law. If any provision of this LOA shall be held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or any remaining provisions of the LOA. This LOA may not be assigned by Company in whole or in part. The Parties agree that Sections 2, 7, 8, 11, and 12 shall survive the termination of this LOA. Page 2 of 2