Schedule C: Distinctive signs Agreement
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Schedule C
Agreement for the use
of distinctive signs and
copyrights
between Habitat for Humanity International,
Inc. and Habitat for Humanity-La Crosse Area
[insert affiliate name]
This agreement (the “Agreement”) is made and entered into by and between Habitat for Humanity
International, Inc. (“HFHI”), a nonprofit corporation organized under the laws of the State of
Georgia, with its principal place of business at 121 Habitat St., Americus, GA 31709, and
Habitat for Humanity-La Crosse Area (“Affiliate”), a nonprofit organization
organized under the laws of the State of Wisconsin, with its principal
place of business at 434 Third Street South, La Crosse, WI 54501.
ARTICLE I
DEFINED TERMS
All capitalized terms, except as otherwise defined, are as defined in the U.S. Affiliation Agreement.
a. “Copyrighted Materials” shall mean all software and/or materials containing literary, scientific, cinemagraphic and artistic works of HFHI.
b. “Copyrights” shall mean the property rights of HFHI in all intellectual productions, including
the content of promotional materials, literary, scientific, cinemagraphic and artistic works,
and/or software.
c. “Distinctive Signs” shall mean the trademarks, service marks, trade names, logos, business
emblems, or designs in general set forth in Exhibit “A” to this Agreement and which are the
sole property of HFHI and such other items of the same or similar type owned by HFHI and
made available to Affiliate.
d. “Name” shall mean the Habitat for Humanity® name.
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Schedule C: Distinctive signs Agreement
e. “U.S. Affiliation Agreement” shall mean the U.S. Affiliation Agreement between HFHI and
the Affiliate, dated as of the date hereof, and under which the Affiliate will develop its activities.
f. “Service Area” shall mean the geographic area approved by HFHI where Affiliate conducts its
Housing Program.
g. “Promotional Materials” shall mean all advertising, posters, packaging, supplies, signage, tags,
label, cups, clothing or similar materials, whether bearing or not, the Distinctive Signs.
ARTICLE II
USE OF DISTINCTIVE SIGNS
Section 2.1. Right to use Distinctive Signs. HFHI hereby grants to Affiliate a royalty-free, non-exclusive, non-transferable right to use the Distinctive Signs in its Service Area in connection with the
Housing Program in accordance with the terms and conditions of this Agreement, and for no other
purpose except as authorized by HFHI in writing. Affiliate may use the Habitat for Humanity® name
as an institutional or corporate name or as a trade name in conformity with the guidelines set forth
by HFHI from time to time. Affiliate agrees that it will use and display the Distinctive Signs only on
Promotional Materials and other items in a form and manner consistent with the guidelines set forth
in the Habitat for Humanity Brand Builders’ Handbook.
Section 2.2. Non-exclusive relationship. Both parties acknowledge and agree that the relationship
established herein is not exclusive, meaning that HFHI may grant the use of Copyrighted Materials
and Distinctive Signs to any other third party, entity or person whether inside or outside the Service
Area.
Section 2.3. Use by Affiliate.
a. Affiliate recognizes that the integrity, goodwill and reputation of the Habitat for Humanity name
and the integrity, goodwill, reputation and secondary meaning associated with the Distinctive
Signs, as perceived by the public, exclusively belongs to HFHI.
b. Affiliate acknowledges that if it breaches the U.S. Affiliation Agreement, that the valuable
goodwill and reputation of Habitat for Humanity could be impaired. Affiliate shall apply the
Distinctive Signs only to the Housing Program carried out in accordance with the U.S. Affiliation
Agreement and shall use the Distinctive Signs only in furtherance of the U.S. Affiliation
Agreement.
c. HFHI shall have the right to determine whether the Affiliate’s use of the Distinctive Signs is
in full compliance with this Agreement and the U.S. Affiliation Agreement and shall inform
Affiliate of any deficiency in writing. Upon such notification, Affiliate shall immediately cease to
use the Distinctive Signs and shall not use the Distinctive Signs until the deficiency has been corrected to the satisfaction of HFHI.
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schedule c of the U.S. Affiliation Agreement
Schedule C: Distinctive signs Agreement
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d. Affiliate agrees that it will not use any other distinctive markings, logos, trade names, trademarks
or similar items (except licensed use of sponsor or donor marks), without the prior written consent of HFHI to ensure that the integrity of the Distinctive Signs is not prejudiced, including use
as part of a domain name or names.
e. The Habitat for Humanity® name shall always appear with a symbol consisting of a superscript R
in a circle (®) at the end of the expression. Affiliate shall not alter the Distinctive Signs in any fashion or use the Distinctive Signs with unapproved trade names, logos or designs.
f. The use of the Distinctive Signs shall provide Affiliate with no legal or equitable rights other than
as stated in this Agreement, and shall create no right of ownership to the Distinctive Signs as a
trade name or specifically as an institutional or corporate name.
g. All use of the Distinctive Signs shall be deemed to have been made by and for the benefit of
HFHI, for the purposes of securing and maintaining trademark or service-mark rights, applications and/or registrations, and all uses of the Distinctive Signs by Affiliate and any goodwill arising therefrom. Affiliate will not challenge the validity of HFHI’s ownership or registration of the
Distinctive Signs in any jurisdiction.
h. Affiliate hereby assigns to HFHI any rights to the Distinctive Signs that may vest in Affiliate, and
any goodwill arising therefrom. Affiliate will not do or cause to be done any act or thing that will
impair or adversely affect the ownership or the rights of HFHI in or to the Distinctive Signs or its
reputation, and will make no applications nor seek any registration or ownership rights in or to
the Distinctive Signs. Affiliate upon the request of HFHI shall execute any document necessary to
vest in HFHI any such rights to the Distinctive Signs.
i. Affiliate acknowledges that only HFHI may file or register Distinctive Signs, and will cooperate
with HFHI, including signing any required documents, in connection with the filing, application
or the maintenance or renewal of any registration for the Distinctive Signs or any other trademark or service mark owned by HFHI, and will supply HFHI with Promotional Materials or
other items bearing the Distinctive Signs, as may reasonably be requested by HFHI.
j. Affiliate agrees to use the Distinctive Signs in compliance with any and all applicable laws and
shall use such applicable legends, marks or notices as are required by law or otherwise reasonably
required by HFHI. Upon expiration or termination of this Agreement, Affiliate will execute and
file any and all documents that HFHI deems necessary or prudent. HFHI shall bear all expenses
reasonably incurred in preparing and recording of any such documents.
k. Affiliate further agrees as licensee to take all actions necessary, or requested by HFHI, to protect
fully HFHI’s rights in the Distinctive Signs.
l. Affiliate shall promptly notify HFHI of any infringement, imitation or act inconsistent with
HFHI’s ownership of which the Affiliate is aware. After receipt of such notice, HFHI may decide
whether to take action with respect to such infringement, and Affiliate shall fully cooperate with
HFHI in such action and, if requested by HFHI, join with HFHI as a party to any such action.
HFHI shall bear the cost and expense of any such action and any recovery as a result of such action shall belong solely to HFHI. If HFHI does not take any action with respect to such infringeschedule c of the U.S. Affiliation Agreement
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Schedule C: Distinctive signs Agreement
ment within sixty (60) days of receiving such notice, then, unless notified in writing by HFHI not
to do so, Affiliate may initiate such action with respect to such infringement in its own name and
at its own expense. Affiliate shall not enter into a settlement of such action without the prior written consent of HFHI.
ARTICLE III
USE OF COPYRIGHTS, COPYRIGHTED MATERIALS AND DOMAIN NAMES
Section 3.1. Right to use Copyrighted Materials. HFHI hereby grants to Affiliate a royalty-free,
non-exclusive, non-transferable right to copy, reproduce, print, publish, distribute or otherwise use
the Copyrighted Materials in the Service Area, in all media in accordance with this Agreement and
the U.S. Affiliation Agreement. Affiliate agrees that HFHI’s Copyrighted Materials will be used in
accordance with the instructions, standards of quality and specifications set by and approved by
HFHI from time to time, and that Affiliate will cease use of the Copyrighted Materials immediately if
directed to do so by HFHI.
Section 3.2. Limits on use. Affiliate shall not make or permit any alterations to HFHI’s Copyrighted
Materials. Alteration shall be deemed to include the addition of any illustrations, photographs, sound
text or computerized effects
Section 3.3. Notice of copyright. Affiliate shall include the following notice in all works where
HFHI’s Copyrighted Materials, or any portion of it, is used pursuant to this Copyright License
Agreement: © date of first publication, Habitat for Humanity International, Inc.
Section 3.4. Reservation of rights. All rights not expressly granted to Affiliate pursuant to this
Agreement are reserved to HFHI, including, but not limited to, all electronic rights. Electronic rights
are defined as rights in the digitized form of works that can be encoded, stored and retrieved from
such media as computer disks, computer databases and network servers. Affiliate acknowledges that
its use of the Copyrighted Materials, or any portion thereof, shall not create in it any copyright in the
Copyrighted Materials.
Section 3.5. New Copyrights. Any software and/or literary, scientific, cinemagraphic or artistic work
produced by the Affiliate shall be considered property of HFHI, and subject to this Agreement. Upon
the request of HFHI, Affiliate shall execute such documents or agreements requested by HFHI to
perfect HFHI’s rights in such work.
Section 3.6. Domain Names. During the term of this Agreement, HFHI authorizes Affiliate to use
and register domain names that include any of the following terms: (i) habitat; (ii) humanity; (iii)
hfh, provided that the domain name includes terms or letters to identify the name or location of the
Affiliate.
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Schedule C: Distinctive signs Agreement
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ARTICLE IV
DURATION AND TERMINATION
Section 4.1. Term. The term of this Agreement shall be co-extensive with the U.S. Affiliation
Agreement, and shall immediately terminate upon termination of the U.S. Affiliation Agreement.
Section 4.2. Termination by HFHI. HFHI may terminate this Agreement at any time upon thirty
(30) days notice to Affiliate, in the event that Affiliate’s uncorrected use of the Distinctive Signs
or Copyrights violates the terms of this Agreement or upon any violation of the U.S. Affiliation
Agreement for which immediate termination is not provided. Immediately upon termination of this
Agreement, the Affiliate will change its institutional or corporate name and any domain names to a
name that does not include any of the words or expressions that form the Distinctive Signs, or that
may be confusingly similar to the Distinctive Signs.
Except as otherwise stated in this Agreement, this Agreement shall be governed by the terms of the
U.S. Affiliation Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement this
Fourtheenth day of January, 2008.
HABITAT FOR HUMANITY INTERNATIONAL, INC.
By:____________________________________________________________
Habitat for Humanity-La Crosse Area
[insert name of affiliated organization]
By:____________________________________________________________
schedule c of the U.S. Affiliation Agreement
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Schedule C: Distinctive signs Agreement
October 2007
schedule c of the U.S. Affiliation Agreement