Read the below License and Chapter Charter agreements. Complete both, sign both and forward hard copies to: The United States Civil Defense Association, 301 Forest Ave, Laguna Beach Ca. 92651.
This License Agreement (this “Agreement”) is made effective as of ________________ between Michael Webster ii and ___________________. In the Agreement, the party who is granting the right to use the licensed property will be referred to as Michael Webster ii, and the party who is receiving the right to use the licensed property will be referred to as __________________. The parties agree as follows: 1. GRANT OF LICENSE. Michael Webster ii owns the trade name/brand known as United States Civil Defense Association (the “Authored Work”). In accordance with this Agreement, Webster grants ________________ a non-exclusive license to operate as, sell from, provide services under and trade as the brand, “United States Civil Defense Association, (“USCDA”) for the county of ___________________________, the “Authored Work”. Webster retains title and ownership of the Authored Work and derivative works will be assigned to Licensor by Licensee. This grant of license only applies to the following county _____________________ described geographical area in the United States of America. This license shall be limited in scope to establishment of local members and oversight of local county operations, but shall not permit the establishment or royalties by ________________________ of any “sub-chapters” or chapters in other geographic areas beyond _________________________ County, State of________________________, (aka: County chapter, United States Civil Defense Association), without written authority by Licensor. _________________ shall not encumber or create debts or liabilities of any kind against Webster or the herein identified brand/trade name. _______________________ shall not conduct any actions against statutory law, local, State or Federal Laws and shall conduct himself or herself at all times in a manner consistent with USCDA By-Laws, ethical and legal behavior. __________________ shall agree to execute a hold harmless agreement, at a future time, if requested by Webster. ___________________ shall be liable for, and hold Webster harmless for, any and all tax debts, implications or ramifications of __________________’s activity and shall maintain liability insurance in an amount and with a carrier agreeable to Webster. 2. PAYMENT OF ROYALTY. _________________________ will pay to Webster a royalty which shall be calculated as follows: TEN PERCENT (10%) of ALL fees and sales, including but not limited to “Membership Dues”, fees and merchandise sales and services, receipt of charitable contribution, consultation and all other revenue generating activity. Within 30 days of completing a transaction, with an accounting of sale(s), royalty payment shall be made. With each royalty payment, _______________________ will submit to Webster, a written report that sets forth the calculation of the amount of the royalty payment. All membership dues shall be current before any promotions, licenses or agreements shall be approved. 3. RECORDS. _____________________ shall keep accurate records regarding the sales, contributions and receipts of the Authored Work that are sold. Webster shall have the right to inspect such records from time to time after providing reasonable notice of such intent to ______________________, but in any case not less than 24 hours. 4. MODIFICATIONS. _______________________, shall request, in writing, prior to implementation of any changes to the branding, colors, uniforms, image, logo or copyright material of the Authored Work, and shall not implement said changes without written authority by Webster, and ___________________, shall then notify Webster, within 30 days, of any changes or modifications to the brand. 5. DEFAULTS. If _____________________, fails to abide by the obligations of this Agreement, including the obligation to make a royalty payment when due, Webster shall have the option to cancel this Agreement by providing 45 days written notice to ______________________. ____________________, shall have the option of preventing the termination of this Agreement by taking corrective action that fully cures the default, if such corrective action is taken prior to the end of the time period stated in the previous sentence, and if there are no other defaults during such time period. 6. CONFIDENTIAL INFORMATION. The term “Confidential Information” means any information or material which is proprietary to Webster, whether or not owned or developed by Webster, which is not generally known other than by Webster, and which _________________, may obtain through any direct or indirect contact with Webster (or Webster’s associates, agents or authorized representative). Regardless of whether specifically identified as confidential or proprietary, Confidential Information shall include any information provided by Webster concerning the business, technology and information of Webster and any third party with which Webster deals, including, without limitation, business records and plans, trade secrets, membership rolls, technical data, product ideas, contracts, financial information, pricing structure, discounts, computer programs and listings, source code and/or object code, copyrights and intellectual property, inventions, sales leads, strategic alliances, internet presence, websites, partners, and customer and client lists. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential. A. “Confidential Information” does not include: – matters of public knowledge that result from disclosure by Webster; – information rightfully received by _______________, from a third party without a duty of confidentiality; – information independently developed by ________________________; – information disclosed by operation of law; – information disclosed by _____________________ with the prior written consent of Webster; and any other information that both parties agree in writing is not confidential. 7. PROTECTION OF CONFIDENTIAL INFORMATION. ______________________ understands and acknowledges that the Confidential Information has been developed or obtained by Webster by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of Webster, which provides Webster with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the receipt by ______________________ of any Confidential Information, __________________ agrees as follows: A. No Disclosure. ____________________ will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of Webster. B. No Copying/Modifying. ___________________ will not copy or modify any Confidential Information without the prior written consent of Webster. 10/23/2016 C. Unauthorized Use. __________________________ shall promptly advise _______________ if ___________ becomes aware of any possible unauthorized disclosure or use of the Confidential Information. D. Application to Employees. _________________ shall not disclose any Confidential Information to any employees or members’ of __________________, except those who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee, contractor, supplier, vendor or member to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of Webster. 8. ARBITRATION. The parties will attempt to resolve any dispute arising out of or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation within 30 days, the parties will resolve the dispute using the below Alternative (ADR) procedure. Any controversies or disputes arising out of or relating to this Agreement will be resolved by binding arbitration under the rules of the American Arbitration Association. The arbitrator’s award will be final, and judgment may be entered upon it by any court having proper jurisdiction. 9. TRANSFER OF RIGHTS. _________________ obligations and rights shall be binding on any successors of the parties. _________________ shall not have the right to assign its interests in this Agreement to any other party, unless the prior written consent of the other party is obtained. Webster shall have the right to transfer, encumber, sell or otherwise assign his rights under this Agreement. 10. TERMINATION. This Agreement shall terminate automatically on December 31, 2021, unless all parties agree to extend under a separate agreement. 11. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties with regard to the subject matter herein. 12. AMENDMENT. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties. 13. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. 14. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement. 15. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of California. 16. SIGNATORIES. This Agreement shall be signed by Webster, Owner and on behalf of_________________ by __________________ and effective as of the date first above written. Licencor: Michael Webster ii By: Michael Webster ii Owner Licensee:
_____________________ By: ____________________
UNITED STATES CIVIL DEFENSE ASSOC CHAPTER CHARTER
WHEREAS, the United States Civil Defense Assoc Board of Directors approve the establishment of chapters, by licence charter, subject to the policies of the Board of Directors;
WHEREAS, Chapter hereby applies to operate as a Chapter of United States Civil Defense Assoc according to the terms and conditions set forth in this Agreement;
NOW THEREFORE, based on the considerations set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
. Compliance with Laws, Regulations, and Policies
Termination of Status as a GlobeMed Affiliated Chapter
____________________________________ Chapter Member ____________________________________ Chapter Charter Commander
United States Civil Defense Assoc.
Sign above Chapter Charter agreement along with above License agreement than forward it to USCDA HQ
301 Forest Ave, Laguna Beach, CA 92651