Trademark License Agreement

The parties to this Trademark License Agreement (“Agreement”) are (“Licensee”) and the Bus Federation. 

Bus Federation has agreed to sublicense certain trademarks to Licensee subject to the terms and conditions set forth below, which each party acknowledges as good and valuable consideration for this Agreement.

1. Definitions and Other Terminology: For all purposes under this Agreement:

1.1 “Marks” means the TRICK OR VOTE mark and the logo mark known as the “Patriotic Pumpkin,” namely:

1.2 “Licensed Promotional Materials” means any and all advertising, promotional, public relations or other communication of any kind (including electronic and non-electronic communications) that includes, incorporates or uses one or both of the Marks.

1.3 “Licensed Events” means non-partisan events, canvassing and other activities conducted for the purposes of registering eligible voters; encouraging eligible voters to vote; providing information about an upcoming election; or raising funds to support such activities. Material conditions of this Agreement are that Licensed Events may not advocate any side of any issue, and no lobbying may occur at a Licensed Event.

1.4 Licensee understands and acknowledges that Bus Federation is not the owner of the Marks but, rather, is licensee of the Marks with authority to grant sublicenses and enter into this Agreement.  However, for purposes of convenience, this Agreement uses the word “license” (and variations of that word) instead of the word “sublicense.”  By way of example only, the term “Licensee” is used instead of the term “Sublicensee.”

2. License

2.1 Subject to the terms of this Agreement, Bus Federation grants to Licensee a non-exclusive, non-transferable License to use the Marks in connection with promoting, publicizing and conducting Licensed Events.

2.2 Licensee agrees and acknowledges that the license granted in this Agreement is subject to Licensee’s compliance with each of the following material restrictions and conditions:

A. Licensee must promote, publicize and conduct all Licensed Events under the name/title “Trick or Vote.”

B. When possible, Licensee will use the Patriotic Pumpkin logo on or in Licensed Promotional Materials.  By way of example only, in a text-only communication, Licensee has no obligation to use the Patriotic Pumpkin.  In contrast and by way of example only, Licensee should use the Printed Pumpkin on a large poster promoting a Licensed Event.

C. Except as otherwise permitted by Bus Federation, Licensee will discontinue use of Licensed Promotional Materials no later than December 1, 2010.  By way of example only, Licensee will not promote, publicize or conduct a Licensed Event after December 1, 2010.

D. All Licensed Events and all Licensed Promotional Materials must be non-partisan and non-lobbying and may not advocate any side of any issue.  The Marks may not be used in any way to advocate (or in any way that could be deemed to advocate) for a political party, candidate, legislation, ballot measure, policy, regulation or any other comparable purpose.  Licensed Promotional Materials may include educational, non-partisan information regarding ballot measures and candidates, provided the Materials are approved in advance by the Bus Federation.

E. Licensee will report to Bus Federation the number of voter contacts made and share names and contact information of participating volunteers for long-term tracking by December 1, 2010.  Bus Federation will only use this data for research and communication regarding future Trick or Vote activities.

3. Approval and Quality Control:

3.1 Licensee agrees that Bus Federation may take all reasonable steps necessary to continuously monitor the quality of Licensed Events and Licensed Promotional Materials.

3.2 Each Licensed Promotional Material must be submitted to and approved by the Bus Federation before Licensee uses or distributes a particular Licensed Promotional Material.  Unless expressly waived by the Bus Federation, it is Licensee’s responsibility to obtain Bus Federation’s prior approval of each Licensed Promotional Material.  The Bus Federation will make best efforts to promptly provide its approval or non-approval.

3.3 The Bus Federation has sole discretion to approve or not approve the use/distribution of Licensed Promotional Materials for any reason, including but not limited to compliance with this Agreement and general standards of quality and professionalism.  By way of example only, the Bus Federation will also consider whether Licensed Promotional Materials and Licensed Events adhere to the philosophical spirit of Trick or Vote, including the following concepts:

• Trick or Vote events are fun:  No negativity!
• Costumes & Enthusiasm: It’s okay to be silly, but never to be mean.
• Trick or Vote is non-partisan: Push participation over party identification.
• Volunteers are priceless: Make them feel like rockstars!

4. Ownership of Marks:  Licensee agrees to do nothing inconsistent with the Bus Federation’s rights as an authorized licensee of the Marks, including the right to grant sublicenses.  Licensee agrees that will not challenge the ownership status or contest the validity of the Marks, and Licensee agrees that it does not acquire any ownership right, title or interest in or to the Marks by virtue of this Agreement. Licensee further agrees not to use the Marks in any way not specifically permitted by this Agreement, and the Bus Federation and/or the owner of the Marks reserve(s) all rights not expressly granted in this Agreement.  Licensee agrees to cooperate with the Bus Federation and the owner of the Marks in any effort to register one or both of the marks and to provide reasonable assistance for that purpose.

5. Term and Termination

5.1. This Agreement shall take effect on the Effective Date shall continue in force until it terminates effective immediately on December 1, 2010.

5.2 This Agreement may be terminated before December 1, 2010 as follows:

A. By either party at any time by giving 30 days advance notice, and the termination will become effective on the 30^th day.

B. This Agreement may be terminated at any time by an agreement in writing signed by both parties, and the termination will become effective on the date agreed upon by the parties.

C. If a party breaches this Agreement at any time, the other party may terminate this Agreement immediately without advance notice, and the termination will be effective on the day a party notifies the breaching party of the breach/termination.

5.3 On the date a termination of this Agreement becomes effective, Licensee will immediately discontinue all use of the Marks and Licensed Promotional Materials; withdraw, destroy, delete or return to the Bus Federation all Licensed Promotional Materials; and discontinue all Licensed Events and related activities.

6. Representations, Warranties and Indemnification

6.1 Licensee represents and warrants that (a) it has the right to enter into this Agreement; (b) its entry into this Agreement does not violate a right of a third party; (c) Licensee will not participate in activities or engage in conduct not authorized by this Agreement; and (d) Licensee’s conduct and activities under this Agreement will not violate any law, regulation or right of a private or public third party (including all state, local and federal governments and their agencies).

6.2 Licensee shall indemnify, defend, and hold harmless the Bus Federation and the owner of the Marks (as well as all employees, officers, board members and other representatives of them) against all claims, damages, losses, costs, attorneys fees and any other liability of any kind associated with or arising from a claim or allegation that Licensee acted negligently or otherwise illegally in connection with any activity occurring under this Agreement, including Licensee’s use of the Marks; use/distribution of Licensed Promotional Materials; and conduct of and activities related to Licensed Events.

7. Miscellaneous:

7.1 The failure of either party to insist upon strict adherence to any term of this Agreement on any occasion or for any period of time shall not be considered a waiver, nor shall such failure deprive that party or limit its exercise of the right thereafter to insist upon strict adherence to that term or any other terms of this Agreement.

7.2 This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, not including its choice of law provisions.  The parties irrevocably consent to the exclusive jurisdiction of the courts of the State of Oregon as the only courts where any litigation concerning this Agreement or its breach or termination may be filed.

7.3 If any provision of this Agreement is held by any court or administrative body to be illegal, invalid, void or unenforceable, all remaining provisions shall remain in full force and effect while the parties negotiate in good faith to modify the offending provision to make it valid while attempting to preserve, to the maximum extent possible, the economic and legal benefits originally intended to be received by each party.

7.4 This Agreement is intended to be the full and final written expression of the parties’ agreement on all subjects covered by it.  The terms of this Agreement may not be contradicted by evidence of any prior or contemporaneous oral or written understanding between the parties or amended except in the manner set forth above.  For the purpose of interpreting, construing and understanding this Agreement, it shall be deemed to have been drafted by both parties.

7.5 Licensee shall not assign this Agreement or any license or right granted in this Agreement, or delegate any duties created under this Agreement to any third party without the prior written consent of the Bus Federation.

7.6 This Agreement shall be binding upon and inure to the benefit of the successors in interest to each party.

7.7 The parties are independent contractors, and this Agreement does not create any other relationship between the parties (such as agents, partners, joint venture, etc.).