TOGETHER LICENSING AGREEMENT_MARICOPACOUNTY_20240305 (AUTORECOVERED).PDF
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Let’s Stop HIV Together Trademark License Agreement—Non-Exclusive Licensee: Maricopa County Department of Public Health This Agreement (“Agreement”) is dated as of the date that all parties sign the agreement (“Effective Date”), between the Centers for Disease Control and Prevention/ATSDR, an agency of the Public Health Service, located at 1600 Clifton Road, Atlanta, GA 30329 (“Licensor; PHS”) and Maricopa County Department of Public Health (“Licensee”; collectively, the Parties) located at 4041 N. Central Ave. Phoenix, AZ 85012. Recitals PHS is the owner of trademarks (“Trademarks”) as identified in Attachment “A,” and the goodwill associated therewith. Licensee desires to use the Trademarks on and in connection with jointly developed public health/safety messages, training modules, or other communication initiatives, as identified in Attachment B, as a co- brand with Licensee’s brand. The Parties are entering into this Agreement to confirm the basis upon which Licensee is permitted to use the Trademarks. NOW, THEREFORE, for good and valuable consideration, including the mutual promises and covenants contained herein, the receipt and adequacy of which is hereby acknowledged, the Parties agree as follows: 1. Grant: a. PHS hereby grants to Licensee a non-exclusive, non-transferable, royalty free, license (“License”) to use, reproduce and display the Trademarks on and within Internet pages, visual presentations, or written materials solely in connection with the jointly developed public health/safety messages. The License is for non-commercial use of the Trademarks only. The Trademarks may not be used in connection with any other goods or services without the written consent of PHS. b. Licensee shall only use the Trademarks on or in additional products or services other than those identified in Attachment B after such use has been approved by PHS, in writing, in response to a written request by Licensee. 2. Term of the Agreement: This Agreement will begin on the Effective Date and will continue for a period of thirty-six (36) months or upon expiration of the use described in Attachment B or any subsequent approval under paragraph 1.2, whichever occurs first (“Term”), unless terminated earlier in accordance with this Agreement. 3. Termination: Licensee shall have a unilateral right to terminate this Agreement by giving PHS seven (7) days written notice to that effect. PHS or Licensee may (without prejudice to any other right or remedy) terminate this Agreement (a) at any time upon notice in writing to the other party if the other party is in material breach of any obligation hereunder and does not cure such breach within seven (7) days of being requested in writing to do so; or (b) upon notice, where the Licensee’s use of the Trademarks is the subject of a legal claim. The license to use PHS’s Trademarks will cease within three (3) business days upon the termination or expiration of this Agreement. Licensee agrees to remove any Internet page content if in PHS’s sole discretion such removal is warranted, and to destroy all material bearing the Licensed Trademarks. Licensee shall provide PHS written confirmation of such destruction. Notwithstanding, Licensee may, at PHS’s discretion, distribute stocks of co-branded materials existing at the time of license termination unless Licensee has materially breached this Agreement and failed to cure such breach within thirty (30) days written notice by PHS. In the event there is a significant change in the scientific research or data reflected in any product using the Trademarks, which PHS reasonably concludes renders the content substantially inaccurate, PHS may notify the Licensee in writing. Upon receipt of such notice, Licensee shall, prior to producing any further such products update the content of those products. Failure to provide such update will result in PHS’s termination of the license granted with respect to such products determined by PHS to contain scientifically outdated, incorrect, or harmful content. 4. Permitted Use; Standards of Quality; and Approval: The Licensee will only use the Trademarks in conformance with the policies, specifications, regulations and standards authorized or stipulated by PHS and whose character and quality is not altered by the Licensee without the authorization of PHS. Licensee is strictly prohibited from using any materials including the licensed product to promote any political party or affiliation or for lobbying purposes. Licensee may not use the Trademarks together with any content that is unlawful, defamatory, infringing, obscene, fraudulent, hateful, or racially, ethnically or otherwise objectionable in the sole discretion of PHS. Licensee may not use the Trademarks for any commercial purpose or to endorse or imply endorsement of any entity, product or service, including Licensee. Licensee agrees to adhere to the trademark usage guidelines illustrated in Attachment A. Licensee shall submit for PHS’s approval at least one sample of each product using the Trademarks, including any product to be made available through the Internet, packaged and labeled in the form proposed to be marketed, at least twenty (20) business days before actually marketed. Licensee shall use the Trademarks only as specified in Attachment B or as otherwise approved in accordance with paragraph 1.2. 5. Trademark Control: Upon request by PHS, the Licensee will provide PHS with representative use(s) of Trademarks. Use of the Trademarks on goods or services other than as covered under this Agreement or in a manner inconsistent with Licensor’s Trademark Guidelines or paragraph 4 shall constitute material breach of this Agreement. Notwithstanding paragraph 3, if such material breach has not been cured within five (5) business days following receipt of notice from PHS, this Agreement will be terminated. 6. Ownership: Licensee agrees to use the Trademarks only as stated in this Agreement. Licensee agrees not to use the Trademarks in combination with any other trade name, trademark or service mark without the prior written approval of PHS. Licensee acquires no right, title or interest in Licensor’s Trademarks or the goodwill associated with them, other than the right to use Licensor’s Trademarks according to this Agreement. In accepting this Agreement, Licensee acknowledges that as between Licensee and PHS, PHS is the owner of the Licensor’s Trademarks and Licensee agrees not to use or apply to register any trademarks which include a Licensor Trademark or any trademark, service mark, trade name or derivation confusingly similar to a Licensor Trademark, in any country or territory during or after the term of this Agreement. Licensee will not take any action in derogation of any of the rights of PHS in any Licensor Trademarks. 7. Copyright: Contributions by US government employees in products bearing the Trademarks are not subject to copyright in the United States. 8. Indemnification: PHS offers no warranties other than that it owns the Trademarks. No indemnification of any loss, claim, damage or liability is intended or provided by any party under this Agreement. Each party shall be responsible for any loss, claim, damage or liability it incurs. 9. Assignment: The License granted herein is personal to Licensee and Licensee shall not assign, sub- license, transfer, or otherwise convey Licensee’s rights or obligations under this Agreement without PHS’s prior written consent, such consent of PHS not to be withheld unreasonably. 10. Survival. The parties’ rights and obligations, which by their nature would continue beyond the termination of this Agreement, including, but not limited to, indemnification and actions affecting the enforceability of the mark, shall survive such termination. 11. Partial Invalidity: The provisions of this Agreement are severable, and in the event that any provision of this Agreement shall be determined to be invalid or unenforceable under any controlling body of law, such determination shall not in any way affect the validity or enforceability of the remaining provisions of this Agreement. 12. Entire Agreement: This Agreement supersedes all previous agreements, understandings, and arrangements between the parties, whether oral or written, and constitutes the entire agreement between the parties regarding the subject matter herein. 13. Notice: All notices required or permitted by this Agreement shall be given by confirmed receipt email addressed to the following: a. For CDC: Jo Stryker Chief, Prevention Communication Branch Division of HIV Prevention, Centers for Disease Control and Prevention (404) 639-2071 jstryker@cdc.gov; cc: stophivtogether@cdc.gov b. For Licensee: Maricopa County Department of Public Health 4041 N. Central Ave. Phoenix, AZ 85012 Email: sonia.singh@maricopa.gov; Angela.Moreth@Maricopa.gov; Joyce.Hines@Maricopa.Gov] 14. Trademark Notice; Non-Endorsement Statement: Licensee agrees to place the following trademark notice on any product, communication, item, or Internet page that includes a Licensed Trademark: “The mark Let’s Stop HIV Together is owned by the US Dept. of Health and Human Services and used with permission. Use of these logos is not an endorsement by HHS or CDC of any particular product, service, or enterprise.” The notice must be placed in proximity to Licensed Trademarks. 15. Waiver of Rights: Neither Party may waive or release any of its rights or interests in this Agreement except in writing. The failure of PHS to assert a right hereunder or to insist upon compliance with any term or condition of this Agreement shall not constitute a waiver of that right by PHS or excuse a similar subsequent failure to perform any such term or condition by Licensee. 16. Non-endorsement: By entering into this Agreement, PHS does not directly or indirectly endorse Licensee or any product or service provided, or to be provided, by Licensee whether directly or indirectly related to this Agreement. Licensee shall not state or imply that this Agreement is an endorsement by the U.S. Government, PHS, any other U.S. Government organizational unit, or any U.S. Government employee. Additionally, other than the use specified in Attachment B, Licensee shall not use the names of CDC, PHS, or DHHS or the U.S. Government or their employees in any commercial advertising, promotional, or sales literature. 17. Dispute Settlement: The Parties agree to attempt to settle amicably any controversy or claim arising under this Agreement or a breach of this Agreement. Licensee agrees first to appeal any such unsettled claims or controversies to the designated PHS official, or designee, whose decision shall be considered the final agency decision. Thereafter, Licensee may exercise any administrative or judicial remedies that may be available. 18. Modifications: If either Party desires a modification to this Agreement, the Parties shall, upon reasonable notice of the proposed modification by the Party desiring the change, confer in good faith to determine the desirability of such modification. No modification will be effective until a written amendment is signed by the signatories to this Agreement or their designees. IN WITNESS WHEREOF, the parties have caused this License to be executed by their duly authorized representatives. For CDC: _________________________________________________ _________________ Amy Stuckey Date Management Officer, NCHHSTP, Centers for Disease Control and Prevention For Licensee: FOR AND ON BEHALF OF MARICOPA COUNTY: ________________________________________ Chairman, Board of Supervisors Date ATTEST: ________________________________________ Clerk of the Board Date APPROVED AS TO FORM: ________________________________________ Maricopa County Attorney Date Attachment A – Trademark Let’s Stop HIV Together Attachment B – Covered Use (Sample pages or screenshots, showing where partner and PHS trademarks will go, per trademark usage guidance in Attachment A, and with “Trademark Notice; Non-Endorsement Statement” provided in paragraph 14. of the agreement.) Concept clearance mockups are provided below: