COALITION AGREEMENT WITH SAFE KIDS WORLDWIDE.PDF

Safe Kids Worldwide Coalition Agreement
This Coalition Agreement ("Agreement"), entered into as of , 2Qj is intended to
formalize the relationship between Safe Kids Worldwide, with its principal place of business
located in Washington, D.C. ("Safe Kids" or "SKW"), and Maricopa County by and through its
Department of Public Health ("Lead Organization") for the formation of a local coalition called
Safe Kids Maricopa County.
Section I
About Safe Kids Worldwide and the Coalitions
Safe Kids Worldwide is a global organization dedicated to protecting children from unintentional
injuries, the number one cause of death to children in the United States. Since 1988, Safe Kids
has helped reduce the U.S. childhood death rate from unintentional injury by 55 percent.
Safe Kids works with global partners and an extensive network of state and local coalitions in the
United States to reduce traffic injuries, drowning, falls, burns, poisonings and more. State
coalitions lead statewide programmatic efforts, assist Safe Kids with establishing and
maintaining new local coalitions and oversee the activities of local coalitions within Maricopa
County, coordinate advocacy efforts, collect data and conduct media outreach. Local coalitions,
with support from Safe Kids and state coalitions, conduct multifaceted childhood injury
prevention efforts. Safe Kids' staff works to support the efforts of state and local coalitions, as
well as international partners, with research, evidence-based programs, best practices, as well
as guidance in advocacy, public relations and development (see Attachment A — Safe Kids
Worldwide Organization Chart).
While Safe Kids provides national media, public policy and program leadership, the local
coalitions under the supervision of the Lead Organization and state coalitions as applicable
decide how to implement childhood injury prevention efforts in their own communities. The
local coalitions are responsible for implementing multifaceted strategies of public awareness,
education, public policy and community activities in ways best suited to solving the problems
particular to their localities.
Section ll
Safe Kids Worldwide Responsibilities and Obligations
To facilitate the accomplishment of common goals in an effort to reduce childhood injury, Safe
Kids agrees to do the following:
1. Develop and provide comprehensive program manuals and support materials on a
multitude of child injury risk areas, and provide those materials and resources to the
Lead Organization at minimal or no cost whenever possible.

2. Work with national media, policymakers and corporations, as well as other national
organizations, to build strong and effective support for childhood injury prevention
programs.
3, Provide opportunities for coalitions to apply for grant funding from Safe Kids, when
such funding is available. Grant processes are competitive, and Safe Kids does not
guarantee that grant funding will be awarded to each coalition that applies for such
funding.
4. Provide support through telephone consultations, webinars, and, when possible,
site visits, conferences and training programs. Through regular communications,
Safe Kids will also provide: expert recommendations; up-to-date information and
resources on injury prevention topics; partner activities; grant opportunities;
training; and organizational updates.
5. Provide customizable communications materials on child injury risk areas for
distribution, and maintain a comprehensive up-to-date website on child injury
prevention.
6. Provide advocacy materials and consultation assistance on state and local poficy
initiatives.
7. Provide opportunities for Lead Organization to collaborate on fundraising when
mutually beneficial (e.g. Safe Kids Day).
8. Provide opportunities for Lead Organizations to collaborate on research on child -
injury trends and program evaluation.
9. To the extent able, provide in some limited cases, general liability insurance for
specific special registered Safe Kids programs or events, but only to the extent
liability arises from the materials provided by Safe Kids for such program or event.
10, License the Lead Organization to use the trademarks and service marks owned by
Safe Kids (including any and all variations and combinations thereof) attached
hereto as Attachment B (each a "Mark" and collectively the "SKW Marks" or
"Marks") and to grant sublicenses, solely for purposes of, and in a manner
consistent with, attaining the goals and objectives of Safe Kids (collectively,
"Authorized Activities").
11. Provide the Lead Organization with Coalition Logo formats to be used in connection
with the Lead Organization and Coalition activities pursuant to the trademark
license provisions of this Agreement.
12. Authorize the Lead Organization and Coalition to register in its own name domain
names that include the Safe Kids name and to use trade names that include the Safe
Kids name consistent with the terms of this Agreement, provided that Lead
Organization notifies Safe Kids of all such uses and domain names and provides the
registrant information for any registered domains and social media accounts (See
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Exhibit 2 attached hereto). In certain limited cases, Safe Kids may allow the creation
of non-profit entities that include "Safe Kids' in the name; provided that prior to
creating any such entity the Lead Organization receives the prior written approval of
Safe Kids. In such cases, Lead Organization agrees to enter into a sublicense
agreement with such entity in the form provided by Safe Kids related to use of the
SKW Marks.
13. Safe Kids will defend, indemnify and hold harmless Lead Organization and any of its
directors, partners, officers, trustees, employees, agents, successors, and permitted
assigns harmless against any and all third-party claims, allegations, causes of action,
suits, losses, damages, judgments, awards, petitions, demands, liabilities, costs and
expenses (including reasonable attorneys' fees) to which the Lead Organization may
become subject as a result of claims made against the Lead Organization arising out
of or in connection with: (1) any use of the SKW Marks by Lead Organization that is
authorized expressly by this Agreement; and (ii) any material breach by Safe Kids of
its agreements, representations, warranties or covenants set forth in this
Agreement.
Section III
Lead Organization Responsibilities and Obligations
In exchange for the above-mentioned services provided by Safe Kids, Lead Organization agrees
to do the following:
1. Build a broad-based, structured community coalition, called Safe Kids Maricopa County
(the "Coalition"), with the mission to reduce unintentional childhood injuries through a
multifaceted strategy of public awareness, education, public policy advocacy and
community action in Maricopa County, Arizona (the "Territory"). Safe Kids outlines
activities and practices coalitions can undertake to build an effective and efficient
coalition in the Coalition Performance Assessment Tool (see Attachment C, incorporated
herein for reference).
2. Identify a paid staff person, who shall devote at least 20 hours per week on average to
Coalition activities, to serve as the Coalition coordinator ("Coalition Coordinator") and to
• be primarily responsible for overall Coalition coordination. These responsibilities may
already be a part of the Coalition Coordinator's ongoing work in childhood injury
prevention or health promotion. The Coalition Coordinator will serve as the primary
liaison between the Lead Organization, Coalition and Safe Kids, and be responsible for
meeting the reporting requirements of Safe Kids. Lead Organization will provide office
space, storage space, administrative support and basic equipment, including, but not
limited to, phone, fax access, Internet access and e-mail services, to the Coalition
Coordinator. The Lead Organization may change the Coalition Coordinator from time to
time by providing written notice to Safe Kids in accordance with Section V.2 specifying
the name and contact information for the new Coalition Coordinator.
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3. Engage in outreach to and respond to requests from organizations and individuals that
would be likely to participate in the efforts of Safe Kids and the Coalition.
4. Unless prohibited by law or by its governing documents, oversee the Coalition's efforts
to secure and raise funds and in-kind contributions to ensure implementation of
Coalition activities.
5. Provide the necessary resources for the Coalition Coordinator or designated Coalition
representative to attend the Safe Kids Worldwide Childhood Injury Prevention
Conference, including, but not limited to, the necessary time to attend the conference.
6. Submit the annual coalition self-assessment, by the designated due date to Safe Kids
outlining the activities undertaken by the Lead Organization and Coalition in connection
with Safe Kids. In addition, upon request, the Lead Organization, through the Coalition
Coordinator, will provide Safe Kids and the relevant state coalition, if applicable, with
copies of the following documents: activity reports, locally produced materials, including
samples of materials that incorporate the SKW Marks, and other documents as may be
reasonably requested.
7. Comply with the Safe Kids Worldwide Brand Guidelines (See Attachment D) and
trademark licensing and sublicensing requirements when producing program materials
or otherwise using the SKW Marks. Include the Coalition logo provided by Safe Kids in all
materials related to Coalition activities.
8. Promptly notify Safe Kids of any requests from for-profit or other organizations or
businesses interested in supporting Safe Kids and its mission.
9. Lead Organization (the "Indemnifying Party") agrees to defend and indemnify Safe Kids,
its employees, officers, directors, members, affiliates, assigns or successors (the
"Indemnified Parties") and hold the Indemnified Parties harmless against any ,and all
third-party claims, causes of action ; suits, losses, damages, judgments, awards,
petitions, demands, liabilities, costs and expenses (including reasonable attorneys' fees)
to which the Indemnified Parties may become subject as a result of claims made against
the Indemnified Parties arising from or as a result of the Indemnifying Party's or its
employee's or agent's: (a) breach or nonperformance of this Agreement; (b) improper
use of the SKW Marks; (c) negligence or willful acts or omissions arising out of, or in
connection with obligations under this Agreement that leads to a third-party claim in
this paragraph; (d) any alleged or actual violation of applicable law, rule or regulation
related to the Indemnifying Party's obligations under this Agreement;; provided,
however that this indemnification shall not apply to any claims or actions resulting
solely from the negligent or willful misconduct of the Indemnified Parties.
10. Lead Organization cannot assign, subcontract or delegate its rights, responsibilities or
duties under this Agreement, except as to providing a sublicense to use the SKW Marks,
without the prior written consent of Safe Kids, which consent Safe Kids may withhold in
its discretion.
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Section IV
Trademark License
1. Safe Kids owns the SKW Marks shown at Attachment B, for use in connection with the
Authorized Activities together with the goodwill symbolized by the Marks, and has the
exclusive right to use and to license others to use the Marks.
2. License Grant. Safe Kids grants to Lead Organization a nonexclusive, royalty free license,
with an obligation to monitor proper use of the SKW Marks by local coalitions under its
control and the limited right to enter into a sublicense with local Coalitions established
as separate nonprofit entities, the right to use the SKW Marks in connection with the
Authorized Activities in this Agreement in the Territory. Safe Kids expressly retains any
right to use and/or further license and sublicense the Marks during the term of this
Agreement.
Ownership. Lead Organization acknowledges that Safe Kids owns all right, title and
3. interest in and to the SKW Marks and agrees that it will do nothing inconsistent with
such ownership, including applying to register the Marks or any variations thereof with
any tribunal or other entity without the prior written permission of SKW. Lead
Organization further acknowledges that nothing in this Agreement shall give Lead
Organization any right, title or interest in the Marks other than the right to use the
Marks in accordance with this Agreement and that any benefit or value added to the
Marks as a result of Lead Organization's use shall inure to the benefit of Safe Kids. Lead
Organization shall not use the Marks in combination with any other mark except as
approved by Safe Kids,
4. Quality Maintenance; Form of Use.
(a) Quality Control. Safe Kids has the right to supervise the nature and quality of the
services provided by Lead Organization and any local coalitions using the Marks
pursuant to this Agreement. Lead Organization agrees to maintain the high quality
of the Authorized Activities provided and activities offered during the term of the
Agreement and to ensure that any authorized or sublicensed use complies with the
quality control provisions of this Agreement. Lead Organization will provide Safe
Kids with representative examples of use of the Marks in connection with its
reporting obligations and Lead Organization agrees to comply with the Safe Kids
Worldwide Brand Guidelines.
(b) Lead Organization will not use, or allow others to use the SKW Marks in any manner
that would, in the sole discretion of Safe Kids, dilute or tarnish the Marks.
(c) Lead Organization will cause all uses of the SKW Marks hereunder to bear the
registered service mark notice "®" as appropriate.
(d) Lead Organization will comply in all material respects with any applicable laws and
regulations and shall obtain all appropriate government approvals pertaining to the
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performance, sale, distribution, promotion and advertising of the services and/or
activities offered.
(e) From time to time, the parties may amend Attachment B, in writing, to add further
Safe Kids-owned marks and/or to delete any existing Marks.
5. Representations and Warranties.
(a) Safe Kids represents and warrants that (i) it possesses all necessary rights to enter
into this Agreement; (ii) it is the exclusive owner of the Marks; (iii) to the best of
Safe Kid's knowledge, there is no pending or threatened litigation challenging Safe
Kid's rights in and to the Marks or any adverse rulings by any tribunal regarding the
same; and (iv) to the best of Safe Kids's knowledge, Lead Organization's use of the
Marks in connection with the services/activities, as authorized by this Agreement,
will not infringe any rights of any third parties, including, but not limited to,
intellectual property rights arising under the laws of any jurisdiction.
(b) Lead Organization represents and warrants that (I) it has the full right to enter into
this Agreement and fulfilling its obligations hereunder does not infringe on the
rights of any person or entity; (ii) it shall comply in all material respects with any
applicable laws and regulations and shall obtain all appropriate government
approvals pertaining to the performance, sale, distribution, promotion and
advertising of the services; and (iii) it shall use the Marks solely in accordance with
this Agreement.
6. Infringement.
(a) The parties agree to cooperate in their efforts to defend and protect the rights in and
to the Marks. Lead Organization shall promptly notify Safe Kids in writing of any
potential or actual infringements of such rights as may come to its attention. In the
event of any potential or actual infringement, Safe Kids reserves the exclusive right,
but is not required, to take any legal action or other measures to protect the Marks
against such infringement. Lead Organization shall cooperate with Safe Kids in any
such actions or measures at Safe Kids' request and sole expense. Licensee shall take
no legal action or any other measures to protect the SKW Marks without first
obtaining Safe Kid's prior written approval.
(b) Lead Organization shall promptly notify Safe Kids in writing of any infringement
claims made by third parties, as may come to Lead Organization's attention,
pertaining to Lead Organization's or any sublicensee's right to use and/or Safe Kids'
ownership of the SKW Marks. In the event of any such infringement claims, Lead
Organization shall cooperate with Safe Kids in defending Safe Kids' rights in and to
the SKW Marks against such claims at Safe Kids' request and sole expense.
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Section V
Miscellaneous Provisions
1. Termination:
(a) By Safe Kids. This Agreement may be terminated by either party, upon thirty (30)
days' written notice, upon the occurrence of: (I) a material breach of this
Agreement; or (ii) any activity or event hosted, sponsored or supported by either
party that the other party determines, in its reasonable discretion, irreparably
damages the reputation of the party and/or the relationship between Safe Kids and
the Lead Organization.
(b) By Either Party. Either party may terminate this Agreement, with or without cause,
by giving the other party thirty (30) days' written notice of its intention to
terminate.
(c) Effect of Termination. Upon a termination of this Agreement, the parties agree as
follows:
(i) Neither party shall have any further obligation under this Agreement, except for
any liabilities or obligations accruing prior to the date of termination, and such
obligations as are intended to survive pursuant to the terms of this Agreement.
(ii) Lead Organization shall:
a. immediately discontinue all use of the SKW Marks;
b. use best efforts to promptly return (but in any event no later than thirty (30)
days after the effective date of termination) to Safe Kids: (1) all documents
and other materials that bear the SKW Marks or in any way relate to Safe
Kids pursuant to the terms of the trademark licensing provision in Section
IV; and (2) all monies, materials, products or other goods provided to the
Lead Organization by Safe Kids;
c. promptly change the Lead Organization's name and Coalition names to
remove "Safe Kids" and/or any of the SKW Marks, if such are used in the
trade or Company name of the Coalition, but no later than thirty (30) days
after the effective date of termination;
immediately assign any domain names or social media accounts registered
by the Lead Organization or with the permission of the Lead Organization by
the Coalitions that include the Safe Kids name to Safe Kids within thirty (30)
days following the effective date of termination;
e. immediately terminate the membership of all Coalition members;
f. terminate all sublicense agreements between Lead Organization and
Coalition; and
g. uninstall from any and all websites under Lead Organization's control or the
control of Coalition members the SKW Marks and any marks or names
confusingly similar thereto.
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(iii) The license granted hereunder by Safe Kids to Lead Organization (1) to use the
SKW Marks and (2) to sublicense use of the SKW Marks, shall terminate
effective as of the termination date of this Agreement.
2. Notices: All notices, requests and other communications hereunder shall be in writing,
and delivered in person or by certified or registered mail, postage prepaid and return
receipt requested, or by national overnight courier service, addressed as follows (or to
such other place or places as a party may designate in writing in accordance with this
section):
If to Safe Kids: Safe Kids Worldwide
1301 Pennsylvania Avenue, NW
Suite 1000
Washington, DC 20004
Attn: Sr. Manager US Coalition Network
if to Lead Organization: At the Address set forth in Exhibit 1
The date of delivery shall be: actual delivery in the case of personal delivery or courier
delivery or the third (3 rd) business day following deposit of notice served by U.S. mail.
3. Governing Law: This Agreement shall be interpreted, governed and construed in all
respects by the laws of the State of Arizona without regard to its conflicts of law
provisions.
4. Waiver: Failure to insist upon strict compliance with any of the terms, covenants, or
conditions of this Agreement shall not be deemed a waiver of such terms, covenants, or
conditions. No waiver of any term, covenant or condition of this Agreement shall be
deemed to imply or to constitute a further waiver of the same or any other condition or
covenant of this Agreement.
5. Independent Contractors: Except as otherwise provided herein, nothing in this
Agreement shall be construed as creating any partnership, joint venture or agency
relationship between the parties or as otherwise restricting or affecting the
independent control of either party over its own operations.
6. Amendment: This Agreement may be amended, supplemented or modified only by an
instrument signed by both parties.
7. Severabilitv: if any term or provision of this Agreement shall be deemed to be in
violation of any federal, state or local law or regulation governing the subject matter of
this Agreement, then such term or provision shall be deemed severable from this
Agreement and will not affect the validity or enforceability of the remaining terms and
provisions hereof that reasonably can be given effect apart from the invalid or
unenforceable part, and there shall be substituted for the unlawful of unenforceable
provision a similar provision as would be lawful.
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8. Entire Agreement: This Agreement, including any attachments, exhibits or schedules
referred to herein and attached hereto, contains the entire agreement between the
parties with respect to the subject matter hereof and thereof. This Agreement
supersedes all prior agreements, arrangements and undertakings, whether oral or
written, and all other communications between the parties with respect to the subject
matter hereof.
9. Counterparts: This Agreement may be executed in any number of counterparts, each of
which shall be an original and all of which shall together constitute one agreement.
10. This Agreement is subject to the provisions in A.R.S. § 38-511.
ATTACHMENTS:
Attachment A— Safe Kids Organization Chart
Attachment B — Safe Kids Marks
Attachment C— Annual Coalition Performance Assessment Tool
Attachment D —Safe Kids Worldwide Brand Guidelines
Attachment E — Roles and Responsibilities
Exhibit 1 — Lead Organization Contact Information
Exhibit 2 — Registered Domains and Nonprofit Entities
[Signature Page Follows]
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IN WITNESS WHEROF, the parties have caused this Agreement to be executed by their
duly authorized representatives as of the date first written above.
Safe Kids Worldwide Maricopa County Department of Public
Health
By: By:
Print Print
Name: Kathleen Carr Name:
Title: President and CEO Title:
Date: Date:
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EXHIBIT 1
LEAD ORGANIZATION CONTACT INFORMATION
Please type or print:
Lead Organization Maricopa County Department of Public Health
Lead Organization's Employer Identification Number: 86-6000472
(Or the Coalition's fiscal agent's EIN, if different from the lead organization)
Mailing Address 4041 N. Central Ave
Suite 700
Phoenix, AZ 85012
Shipping Address Same as above
(if different)
Coalition Coordinator's Name Zoraida Ettrick
Coordinator's Phone Number (0) 602-506-6860 (C) 602-526-0730
Coordinator's Fax Number 602-506-6896
Coalition E-Mail Address ZoraidaEttrick@mail.maricopa.gov
Coalition Coordinator's direct supervisor (Vacant) Mary Mezev
Supervisor's title, department Interim Supervisor, Office of Community
Empowerment
Supervisor's phone number (0) 602-372-0456 (C) 602-319-7737
Supervisor's email MaryMezey@mail.maricopa.gov

EXHIBIT 2
REGISTERED DOMAIN NAMES AND NONPROFIT ENTITIES
If any of the following use SKW Marks, please provide relevant information.
Website Domain name:
Owner:
Date Registered:
Facebook URL:
Name and Email for administrators of Facebook page:
(Please include one additional person from the lead agency as an administrator.)
Twitter Handle
Username and Password
Pinterest
Username and Password
You Tube Account:
Usename and Password
Nonprofit Entity:
Subsidiary of:
State:
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