Corporate Support Guidelines And Procedures (As Amended by the Board of Governors in February 2013)

Transcription

1 Introduction Corporate Support Guidelines And Procedures (As Amended by the Board of Governors in February 2013) CLEAN Because sponsorship arrangements with commercial entities allow the ABA or a Section, Division, Forum Committee or other entity within the ABA ("ABA Entity") to further their public service activities, provide additional services to ABA members and increase revenues or reduce costs, it may be appropriate in proper circumstances for the ABA and ABA Entities to enter into such arrangements. Approval of such arrangements will be based on compliance with these Policies and Procedures. 1. SCOPE AND DEFINITIONS 1.1 Sponsorship - A cash and/or in-kind consideration paid to the ABA or an ABA Entity in return for an Event Sponsorship, or for a Continuing Sponsorship. 1.2 Event Sponsorship consists of a sponsorship arrangement in which a commercial entity provides financial or in-kind support to an ABA Entity for one or more specific events, or activities. 1.3 Continuing Sponsorship Continuing Sponsorship consists of sponsorship arrangements in which a commercial entity provides financial or in-kind support to an ABA Entity in exchange for the ability to associate the identity of the sponsor over an extended period of time with that of the ABA Entity. Continuing Sponsorship may be dedicated to a particular ongoing activity or may be provided as general underwriting of all activities. 1.4 Sections 2 and 3 below apply to all forms of sponsorship. Section 4 below contains policies and procedures that are applicable exclusively to Continuing Sponsorships. 1.5 Executive Director The term "Executive Director" shall mean the Executive Director of the Association and his or her designee. 1.6 Exclusions Member benefit programs and licensing agreements are not covered by these Policies and Procedures but are covered under separate policies. A. Member Benefit Program - a program which extends to ABA members, as a direct result of membership in the ABA or an ABA Entity, a savings or other benefit on a product or service made available to the members by an outside entity. B. Licensing Agreement - a royalty or other fee in exchange for the right to use or publish the content, marks, logo, or other intellectual property of the ABA and/or ABA Entities. Sponsorship does not include expenses for speakers provided in connection with a program where those expenses are borne by the entity with whom the speaker is affiliated or employed. 2. POLICIES In determining what policies permit, entities should refer to the Term Sheets, as updated from time to time by the General Counsel's Office, to assist them in identifying activities, assets, or other affiliations that may be sponsored. All sponsorships provided to the ABA or ABA Entities are subject to the following policies:

2 2.1 Control The supported entity must retain and exercise full control over the sponsored activity. At the discretion of the sponsored entity, sponsors may be allowed to provide input to programs/activities. 2.2 Identity In any activity or program involving sponsorship, the identity or presence of the ABA or ABA Entity must predominate, and must never be compromised or confused by association with the sponsor. 2.3 Goals The sponsorship must not conflict with any of the goals or established policies of either the ABA or the ABA Entity. Special attention should be given to those ABA policies included in Appendix A. 2.4 Acknowledgment The manner of acknowledging sponsorship must not compromise the independence or reputation of the ABA or ABA Entity. Acknowledgment must not be so extensive as to suggest that the sponsor owns or controls the sponsored entity or its programs, products or events. Additionally, descriptions of the relationship between a sponsored entity and its sponsor must not imply endorsement of the sponsor. Words that imply endorsement, such as exclusive, partner, preferred, or endorsed must not be used in describing such relationships. Any description of a sponsorship relationship must be approved by the Executive Director. The following are statements that normally will be approved: for Continuing Sponsorship ABC Company, a financial services company, is a general/major/primary/ premier sponsor of. ABC Company is a general/major/primary/premier sponsor of. ABC Company proudly supports ongoing activities and programs of the Section of. ABA Section of gratefully acknowledges the long-term support of ABC Company. for Event Sponsorship The ABA Section of 's program is underwritten by the generous support of ABC Company. [Event] is presented with the support of ABC Company/the following sponsors: ABC Company is a proud sponsor of/proudly sponsors this program of the ABA Section of. 2.5 Promotion Sponsors and sponsored entities may promote the Continuing Sponsorship -- including use of the sponsorship statement -- only to members of the sponsored entity, to others invited to or attending a sponsored entity event or others who may receive such communication incidentally, such as via the ABA Entity s web site. The sponsored entity and/or the event sponsors may promote the funding support

3 to the ABA Entity only within the context of the event, program, product, or activity. No other promotions may occur without the prior written approval of the Executive Director. 2.6 Identifying Symbols The ABA or ABA Entity name, logo or any identifying symbol or words must not be used in such a manner as to imply or state an endorsement by the ABA or ABA Entity of a sponsor s product, publication or service. The ABA or ABA Entity logo must not appear on products, materials, advertising or other promotional offerings produced by the sponsor without written approval by the Executive Director. Depending on the sponsorship level, the ABA Entity may use the sponsor s logo on promotional materials at ABA or ABA Entity meetings or events subject to ABA Graphic Standards. In order to avoid confusion and to support the independence and integrity of ABA content, the name, logo or identifying symbol of a sponsor may be used only in limited ways that do not compromise the identity of the ABA or ABA Entity. No statement of sponsorship or sponsor logos may appear on the ABA s website homepage. Sponsor logos and statements of sponsorship on other webpages are subject to reasonable graphic standards. Examples of acceptable sponsorship statements are: ABC is a proud sponsor of the XYZ Entity. XYZ Entity thanks its sponsor ABC for its generous support. The statement may provide an electronic link to a sponsor s page on the site or to the portion of the sponsor s site that carries content originated by the ABA Entity and licensed to the sponsor. 2.7 Mailing Lists The mailing list of members of the ABA and/or any ABA Entity may not be provided in exchange for or in connection with sponsorship. Mailing lists are to be treated separately and may only be obtained through the ABA List Sales Department in accord with the Mailing List Rental Policy. 2.8 Publication and Licensing Rights Any sponsorship arrangement referencing the publishing, production, licensing or any other rights to an Entity s publications or content, including the right or opportunity to bid on such rights, must explicitly state that the right is subject to the arrangement being memorialized in a separate license or publication agreement through the ABA s Copyrights and Contracts department and approved by the General Counsel s Office. Exclusive publication or licensing rights may not be granted by any ABA Entity unless they are in full compliance with ABA licensing policies and unless the request is approved by the Standing Committee on Publishing Oversight. 2.9 Editorial Decision-Making No sponsorship arrangement may permit the sponsor to control the content or express an editorial view in an ABA or ABA Entity publication activity Corporate Products No sponsorship arrangement shall require that ABA Entity assist a sponsor in product development by testing, reviewing or distributing a sponsor s product. Notwithstanding Sections 2.1 and 2.2, Entities may assist sponsors, as part of a sponsorship arrangement, in identifying members who would be willing to provide comment or feedback on the sponsor s product or service ( Focus Group ) if the product or service is one which is consistent with the goals of the ABA and germane to the interests of the profession.

4 Furthermore, the arrangement must be documented in a written agreement approved by the General Counsel s Office, which: Requires that participation by members be wholly voluntary; Strictly prohibits the sponsor from attributing any aspect of the Focus Group to the ABA or Entity; Strictly prohibits the sponsor from attributing any member s participation in the Focus Group, or any oral or written statements of any member, to the ABA or Entity; Clearly indicates that the member s participation is in an advisory role only and that the member may not engage in any decision-making activity as to the design or development of any product or service of sponsor; and, Requires the sponsor to indemnify the ABA in the event of sponsor s breach of the agreement Disclosure of Corporate Sponsorship An article in an ABA or ABA Entity publication about a sponsor s product or services must be accompanied by a prominent notice of the sponsorship relationship Review of Proposals In reviewing sponsorship proposals, factors that will be considered include: Effect on membership; Effect on existing or anticipated revenue of an ABA department; Effect on existing advertising revenues of ABA publications; Impact on the reputation or identity of the ABA or the ABA Entity; Competition with ABA or ABA Entity products; Cost benefit relationship; and Impact on the ABA or ABA Entity budget Co-Sponsored Programs No sponsor may present programs at ABA or ABA Entity events that are not cosponsored by the supported ABA Entity. This section does not apply to receptions or similar entertainment functions sponsored by law firms and others in host cities to which some or all members of the ABA or ABA Entity are invited Tax Reimbursement In the event that sponsorship of an ABA Entity results in federal, state or local taxation to the Association, the ABA Entity shall reimburse the Association from ABA Entity funds for any and all taxes and any other tax-related liabilities imposed upon it resulting from the sponsorship Reservation of Rights The ABA reserves the right, in its sole discretion, to reject any proposed sponsorship Additional Policies In addition to the policies noted above, other ABA policies, particularly those in Appendix A, which may govern events and sponsorships, should be followed. 3. PROCEDURAL GUIDELINES The following guidelines shall govern the process of review, approval and oversight of sponsorship: 3.1 Submission of Request After a desired sponsorship opportunity is identified by the ABA or ABA Entity, a request for solicitation and acceptance of sponsorship ("Request") must be submitted to the Executive Director through the Director of Corporate Sponsorship as soon as practicable and reasonably in advance of the expected date of the event for which

5 sponsorship is sought. The Request must include complete details of the proposed sponsorship, including but not limited to, the amount of the support, the name of the sponsor, and the benefits, if any, being offered to the sponsor in recognition of its support. Prior to approval of the Request, ABA Entities should refrain from signing letter agreements, memoranda of understanding, or any written summary of terms unless the writing includes the following language These terms are in the process of discussion and negotiation and do not reflect a binding agreement between the parties. 3.2 Review of Request The Executive Director through the Director of Corporate Sponsorship shall forward the Request to appropriate personnel of the Association. The Executive Director shall notify the submitting entity of approval, disapproval, or referral of the Request to the Board within 21 business days of the Executive Director s receipt of the Request. 3.3 Appeal If the Executive Director disapproves the acceptance of the sponsorship, the ABA Entity seeking approval may appeal that decision to the Board of Governors. 3.4 Approval of Communications Announcements, news releases, member communications or other public statements, including any use of the ABA or ABA Entity name or logo, pertaining to sponsorship shall be reviewed by the Associate Executive Director, Communication Group, prior to use. Upon approval of a sponsorship arrangement, the ABA Entity shall work with the Associate Executive Director, Communication Group, to develop a mutually agreeable plan, which will include a joint announcement of the sponsorship. 4. CONTINUING SPONSORSHIPS Continuing Sponsorship arrangements are subject to the following policies and procedures in addition to those listed above: 4.1 Acknowledgement When acknowledging a notice for a proposed Continuing Sponsorship from an ABA Entity pursuant to Section 3.1, the Executive Director or the Director of Corporate Sponsorship shall advise the ABA Entity which member of the General Counsel's Office will assist the ABA Entity on the sponsorship arrangement. 4.2 Review of Request Initial review and response by the General Counsel s Office will be completed within 21 business days of receipt of the request for Continuing Sponsorship. Initial approval of a Request for a Continuing Sponsorship arrangement by the Executive Director will be subject to the approval of the final sponsorship contract by the General Counsel s Office. No exchange of consideration may occur until the contract is executed. 4.3 Sponsorship Contract The ABA Entity should involve the General Counsel s Office as early in the process as feasible and should obtain the current term sheets and model contract provisions from the General Counsel s office for use in the ABA Entity s negotiations. Any agreement for Continuing Sponsorship must be reduced to a written contract, which must be approved by the General Counsel s Office before it is executed. The review will be conducted expeditiously. The sponsorship contract must contain an appropriate indemnification clause. 4.4 Presumptively Approved Sponsorship Packages Standard form contracts for Continuing Sponsorship packages are available from the General Counsel s Office. If no or minimal changes are made, these standard form

6 contracts are presumptively approved. Use of such form contracts will greatly expedite review by the General Counsel s Office and approval by the Executive Director. If changes to a standard form contract are made, or a non-standard form contract is used, the General Counsel s Office will work with the ABA Entity regarding any changes to be made before approval may occur. 4.5 Member Benefits If a Continuing Sponsorship arrangement includes discounted products or services of the sponsor, it may also be a member benefit subject to the Member Benefit Guidelines and Procedures. 4.6 Decision-Making Limitations Neither the ABA nor the ABA Entity may have a decision-making role, as distinguished from an advisory role, in the design, specification or setting of standards for a program or product of a continuing sponsor. If the ABA Entity has an advisory role, it may not be communicated by the continuing sponsor in such a way as to suggest endorsement of the product by the ABA or ABA Entity. 4.7 Conflict of Interest If an ABA Entity is considering a proposed Continuing Sponsorship, any member who may be involved in the evaluation, negotiation or decision-making regarding the proposal must promptly disclose any actual or potential conflict of interest to the appropriate leadership of the ABA Entity and the ABA Entity shall decide whether recusal or other action is required. An ABA Entity requesting approval of a proposed Continuing Sponsorship must concurrently disclose to the Executive Director any information it has received regarding possible conflict(s) of interest. 4.8 Communication of Continuing Sponsorships All communications announcing Continuing Sponsorships must be made jointly by the ABA and the continuing sponsor, and must be approved by the Associate Executive Director, Communication Group. 4.9 Renewal of Continuing Sponsorship Contracts No automatic renewal of Continuing Sponsorship contracts shall be permitted. A reasonable exclusive negotiating period will be allowed.

7 Appendix A The following policies, while not exhaustive, must be followed in developing corporate sponsorship agreements: Circulation of Materials in the Registration Area (ABA Annual and Midyear Meetings) Conflict of Interest Cosponsorship (including charity events) Cosponsorship of CLE Programs Contracting Authority Endorsement of Products or Publications of Other Organizations/ Use of the ABA Logo Exhibits by Association Entities Graphic Standards Internet Mailing List Rental Membership Benefit Programs Non-ABA Periodicals as Member Benefits Publications Policy Signs and Announcements

8 ADDENDUM Although not exhaustive, sponsorship arrangements that commit the ABA to providing sponsors the following types of benefits or support may trigger unrelated business income (UBI) and therefore impose an unrelated business income tax (UBIT) obligation on the ABA: Sponsorship recognition in regularly scheduled periodicals (electronic or paper). Note: recognition that is not published in a regularly scheduled periodical, but appears in such things as programming materials/agendas and verbal recognitions, does not trigger UBI. Advertisement (i.e. a message that promotes the sponsor s product or service (v. simply recognizes or acknowledges sponsorship)) in any entity communication. Generally, messages that provide pricing information, particularly those with comparative pricing information and product discounts, are advertisements. ABA staff providing consulting time, such as providing member demographic information (e.g. firm size, areas of practice), to help sponsor better promote sponsor s product or service to its members. Facilitating member participation in focus or product review groups that provide feedback on sponsor s product or service. Product service articles published by the ABA concerning the product or service of sponsor, regardless whether the piece is written by a member or a sponsor. Providing services for the sponsor, such as passing out application forms or answering questions about sponsor s product or service. Other communicative pieces that may be reasonably construed as a call to action or inducement to buy sponsor s product or service. The memo approving a sponsorship will indicate whether that particular sponsorship solicitation arrangement implicates UBIT. If so, the sponsored entity is responsible for following any instructions pertaining to proper UBI accounting to ensure the ABA complies with IRS regulations.

9 CORPORATE SPONSORSHIP TERM SHEET TIER ONE: ABA ENTITY SPONSOR An ABA Entity typically is a Section or other membership unit of the ABA. However, some ABA staff units (e.g. Center for CLE, Legal Technology Resource Center) also may solicit sponsors. Visibility: Year-round Benefits That May Be Considered Include: Designation as Co-Sponsor of the four major Section meetings (Annual, Midyear, Spring, Fall) Sole sponsorship of one Section premier component for each major Section meeting. Premier components are those components that are most highly-attended, or have the most prestigious content or attendees. Examples: Specific social events, e.g., Reception(s), Dinner/Dances(s) Awards/Presentation Luncheon(s) Opportunity to provide branded Internet café or hospitality area Co-presentation with Section of specific educational programs (e.g., Section CLE, national or regional Section CLE institutes, satellite seminars, teleconferences, videoconferences, video law seminars) Opportunity to co-create and host a Section event, such as reception, teleconference, or industry research initiative Primary special projects or initiatives of the Section, such as pro bono projects, awards, or scholarship programs. Choice of components sponsored shall be on first-come, first-served basis with other Tier 1 Section Supporters. Recognition on signage in designated Section areas as Co-Sponsor at the four major Section meetings and as Presenting Sponsor on each sponsored components; such signage to include Sponsor name and logo. Recognition through announcement by Section representative of Co-Sponsor status at the four major Section meetings, and as Presenting Sponsor at each sponsored component. Non-exclusive license to use Section Marks and Logo in advertising and promotion to Section members in connection with the sponsored Section Meeting and component. Opportunity to host one roundtable discussion group for Section Members. Right to make promotional offers to Section members in the form of discounted products or services, subject to approval of the Standing Committee on Membership. Right to include pre-approved company literature in Section registration kit. Right to one exhibit booth at Section s Meetings, for distribution of pre-approved Sponsor sample products or brochures. Premium positioning in purchased advertising in Section publications. Fifteen percent (15%) discount on purchases of advertising in Section publications in excess of $ annually; Right to purchase full-page ad in Section meeting program book. Right to provide co-branded totebag or other ABA-approved item at four major Section events yearly. Recognition as Section Supporter through logo/name/link on Section Sponsor Page yearround; on Section web page for the four major Section meetings; and on Section web page for sponsored component.

10 Recognition as Section Supporter, including, where applicable, company name a logo, in the following Section communications: one editorial feature per year in premier Section publication; in Section s Annual Report, Meeting Registration Kit(s), and Meeting brochures; and in all issues of Section Member Newsletter and/or Journal (or equivalent). Six meeting registrations for each Section Meeting and six invitations to ticketed Section functions at Section Meetings and sponsored components. Opportunity to participate in Section committee meetings in non-leadership positions. Right to separately negotiate for non-exclusive license to Section publications and content in return for royalty fee. Exclusive negotiating period for new or renewed sponsorship agreement during the first six months of the final year of this Agreement. Additional Costs. Sponsor to cover all costs associated with exercising a right or opportunity associated with sponsorship, including, where applicable, increased mailing costs to the Section. CORPORATE SPONSORSHIP TERM SHEET TIER TWO: ABA ENTITY MEETING SPONSOR An ABA Entity typically is a Section or other membership unit of the ABA. However, some ABA staff units (e.g. Center for CLE, Legal Technology Resource Center) also may solicit sponsors. Visibility: Up to Three Months Benefits That May Be Considered Include: Designation as Co-Sponsor of one Section Meeting (Annual, Midyear, Fall, Spring) Sole sponsorship of one major component of sponsored Section meeting. Major components are those components that are more highly-attended or have more prestigious content or attendees. Major components include: Specific social events, e.g., Reception(s), Dinner/Dances(s), Awards/Presentation Luncheon(s) Right to provide branded internet café or hospitality area Co-presentation with Section of specific Section CLE programs. Choice of Section Meeting and component sponsored shall be on first-come, first-served basis with other Tier II Supporters (after Tier I Supporters). Non-exclusive license to use Section Marks and Logo in advertising and promotion to Section members in connection with the sponsored Section Meeting and component. Recognition as Co-Sponsor for sponsored meeting and Presenting Sponsor of sponsored component, including company name and logo, on signage at sponsored meeting and component, sponsored meeting and component materials, and related Section web pages. Right to include pre-approved company literature in sponsored Section meeting registration kit. Right to one exhibit booth at sponsored Section meeting, for distribution of pre-approved Sponsor sample products or brochures. Half-page ad in sponsored Section meeting program book. Two registrations per sponsored Section Meeting and Component and two invitations to ticketed Section functions in connection with sponsored Meeting and component (if any). Opportunity to negotiate license, on a non-exclusive basis and for a separately-negotiated royalty fee, Section publications and content.

11 Opportunity to host one sponsor focus group/roundtable for Section Members (Sponsor to cover all costs). Additional Costs. Sponsor to cover all costs associated with exercising a right or opportunity associated with sponsorship, including, where applicable, increased mailing costs to the Section. CORPORATE SPONSORSHIP TERM SHEET TIER THREE: ABA ENTITY COMPONENT SPONSOR An ABA Entity typically is a Section or other membership unit of the ABA. However, some ABA staff units (e.g. Center for CLE, Legal Technology Resource Center) also may solicit sponsors. Visibility: Up to Three Months Benefits That May Be Considered Include: Sole sponsorship of one Section secondary meeting component. Components include Section meeting breakfast, luncheon, spouse program, recreational event, or transportation; secondary stand-alone CLE program, or secondary special project or initiative. Selection of component is on first-come, first-served basis with other Tier III Sponsors. Designation as Presenting Sponsor of selected secondary component. Non-exclusive license to use Section Marks and Logo in advertising and promotion to Section members of sponsored Section component. Recognition as Presenting Sponsor of sponsored component, including company name and logo, on signage at sponsored component, on sponsored component materials, and related web pages (if any). Right to distribute/display pre-approved company literature at sponsored Section component. Two registrations per sponsored Component and two invitations to ticketed Section functions in connection with sponsored component (if any). Opportunity to license, on a non-exclusive basis and for a separately-negotiated royalty fee, Section publications and content. Additional Costs. Sponsor to cover all costs associated with exercising a right or opportunity associated with sponsorship, including, where applicable, increased mailing costs to the Section.