The purpose of this LICENSING AGREEMENT is to memorialize the following
agreement existing between Urantia Foundation, a religious educational
foundation created by Declaration of Trust dated January 11, 1950, having
its principal office at 533 Diversey Parkway, Chicago, Illinois, 60614
(referred to in this Agreement as "the Foundation"),
and
a constituent society of the Urantia Brotherhood (referred to in this
Agreement as "the Society"), having its principal office at _________________________________________,
the Urantia Brotherhood being a social, fraternal, and non-profit association
with a religious objective, and having its principal office at 533 Diversey
Parkway, Chicago, Illinois 60614 (referred to in this Agreement as "the
Brotherhood").
The following facts form the basis for this LICENSING AGREEMENT:
The Foundation, upon its establishment in 1950, commenced the use of
the word Urantia (in this Agreement, merely for convenience, sometimes
called "the Word") and a symbol comprising three concentric circles
(in this Agreement, merely for convenience, sometimes called "the
Symbol"), to identify itself, its various publications, and its religious
educational services, and has registered both the Word and the Symbol as
its trademarks and as its service marks, and has adopted and used the Word
and the Symbol as collective membership marks.
The Society is a duly authorized, chartered,. and recognized, social
religious educational, non-profit association affiliated with the Brotherhood,
and the Society desires to be authorized and permitted by the Foundation
to make certain limited uses of the word Urantia and of the concentric-circles
symbol, as communicated from time to time, by the Foundation.
The Foundation and the Society are agreed that it is desirable that
the proposed authorization and agreement be memorialized by an instrument
in writing (executed in duplicate), for the benefit and protection of the
parties and of their use of the word Urantia and of the concentric-circles
symbol as service marks and collective membership marks.
In consideration of the foregoing facts, which are an integral part
of this Agreement, and of the respective covenants and undertakings of
the parties set forth below, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Foundation
and the Society agree as follows:
- 1. The Foundation hereby grants to the Society the non-exclusive and
non-transferable license and permission to use the word Urantia as the
distinguishing part of the name of the Society, and to use and display
the word Urantia and the concentric-circles symbol as service marks and
collective membership marks (but not as trademarks) in connection with
official Society activities (now specifically granting permission for the
use of these marks on the items of stationery, certificates, awards, membership
cards, and badges or name tags), but for no other purpose nor in any other
manner without prior written permission from the Foundation.
- 2. The Society agrees that:
- a.) It shall use and display the Word only in such manner, and in such
style of lettering and/or in association with such other accompanying material,
as the Foundation may from time to time communicate to the Society;
- b.) It shall use and display the Symbol only in such manner, and in
such color and/or in association with such other accompanying material,
as the Foundation may from time to time communicate to the Society;
- c.) It shall use and display its name (including the word Urantia)
and the Symbol, only in connection with its performance of non-profit services
of a nature and quality which conform to the standards and guidelines which
the Foundation may from time to time communicate to the Society;
- d.) It shall not use the word Urantia or the Symbol as a part of any
composite trademark, nor (other than with one another) as a part of any
composite service mark or composite collective membership mark, of the
Society, nor in connection with any other trademark, service mark, collective
membership mark, word, symbol, letter, or design, or as a business style;
- e.) It shall not at any time (either during the continuance of this
Agreement or at any time thereafter) adopt or use any trademark, service
mark, collective membership mark, trade name, business style, or form of
advertisement, of such similarity to the word Urantia or to the Symbol
that the use of such other mark would be likely to cause confusion, or
mistake, or deception;
- f.) It shall display appropriate notices of registration of the word
Urantia and of the Symbol, as from time to time directed by the Foundation;
- g.) It shall conduct all its activities in accordance with the highest
moral and ethical standards, and shall at all times exert its best efforts
to maintain, promote and create good will for the benefit of the Foundation
in connection with the Society's use of the word Urantia and of the Symbol
in connection with its said activities;
- h.) To insure the observance of the provisions set out immediately
above and any other requirements as may be communicated by the Foundation
from time to time, the Society shall permit representatives of the Foundation
to review, at all reasonable times, the nature and quality of the services
and activities being performed and conducted by the Society in connection
with which the society proposes to make use or display of the word Urantia
and/or of the Symbol.
- 3. The Society acknowledges the Foundation's exclusive ownership of,
and sole right, title, and interest in and to, the word Urantia and in
and to the Symbol as trademarks, service marks, and collective membership
marks of the Foundation, and further acknowledges and agrees that use thereof
by the Society shall inure to the benefit of the Foundation.
- 4. The Society shall not at any time knowingly do or cause to be done
any act or thing which will directly or indirectly adversely affect the
status or character of the word Urantia and/or the Symbol as trademarks,
service marks, and collective membership marks of the Foundation and shall
not contest -- or take any action which will in any way impair or tend
to impair, any part of -- the Foundation's ownership of, or sole right,
title, or interest in and to, the word Urantia and in and to the said Symbol,
as stated above.
- 5. In the event that any infringement, threatened infringement, or
mis-use, of the word Urantia and/or of the Symbol by any third party is
brought to the attention of the Society, the Society shall notify the Foundation
as soon as possible of all the facts known, or readily available, to it
relating to such infringement, threat of infringement, or mis-use. In such
event, the Society shall provide all information and assistance in its
power to assist the Foundation in any action, suit, or other proceeding,
relating to such infringement, threatened infringement, or mis-use; provided,
however, that the institution and maintenance of litigation or other proceedings
in connection therewith shall at all times be at the sole discretion and
expense of the Foundation.
- 6. The Society shall assist the Foundation (at the Foundation's sole
expense) in maintaining the word Urantia and the Symbol as valid and subsisting
service marks and collective membership marks, in supplying any records,
documents, or material requested by the Foundation in connection with applications
by the Foundation for the registration of the Word and/or the Symbol, and
in preserving and supporting in a valid and enforceable condition any and
all registrations thereof, which have heretofore been or may hereafter
be, issued to the Foundation. The Society shall not, at any time (either
during the continuance of this Agreement or at any time thereafter), file
application in any jurisdiction to register the word Urantia or the Symbol,
or any confusingly similar word or symbol, as a trademark, service mark,
or collective membership mark.
- 7. In order further to protect the Word and the Symbol, and the rights
of the Foundation therein, the Society shall, whenever the Foundation may
request it (but at the Foundation's expense), join with the Foundation
in applying for the recordal of this Agreement, or any portion or abridgement
hereof, in such governmental or other appropriate office or offices as
the Foundation may designate, and shall I that connection execute such
further documents -- including, e.g., Registered User applications and
agreements -- as the Foundation may request, and shall join with the Foundation
in recording such further documents as may be necessary or desirable.
- 8. This Agreement shall be effective indefinitely so long as the Society
is affiliated with the Urantia Brotherhood; but if either the Foundation
or the Society shall fail to perform any of the obligations imposed upon
it by this Agreement, or shall commit a breach of any of the provisions
of the Agreement, and if such failure or breach shall continue for a period
of thirty (30) days after the delivery of written notice thereof from the
other part to any two (2) officers of the party charged with the failure
or breach, without satisfactory explanation or excuse, from the party charged,
this Agreement may be canceled and terminated at the option of the complaining
party, exercisable by delivery of written notice to that effect to the
party charged with the failure of the breach.
- 9. Upon termination or cancellation of this Agreement, the Society
shall immediately cease and desist from any and all use of the word Urantia
and of the Symbol.
- 10. Neither this Agreement nor any interest herein is or shall be assignable
or transferable by the Society (whether by way of assignment, sub-licensing,
or otherwise) unless the written approval and consent of the Foundation
to any such assignment or transfer is first obtained.
- 11. The interpretation and enforceability of this Agreement, and the
sufficiency or insufficiency or performance hereunder by each of the parties,
shall be governed in all respects by the laws of the State of New York.
- 12. Any notices given, authorized, or required to be given hereunder
by one party to the other shall be made in writing and shall be deemed
to have been given immediately upon physical delivery thereof to an officer
of the other party, or to have been given seventy-two (72) hours after
mailing of the notice at any post office in the United States, by certified
or registered mail, first class postage prepaid, addressed to the address
of the other party as above stated or to any subsequent address of which
the party in question has given written notice to the other.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed and their respective official seals (if any) to be hereunto
affixed, by their respective officers who are duly authorized so to do.
Signed and sealed at Chicago, Illinois, this ________day of __________,
19___.
(blanks for signatures)
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