NYFC AFFILIATE AGREEMENT. NYFC Affiliation Agreement with

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1 NYFC AFFILIATE AGREEMENT NYFC Affiliation Agreement with This Affiliation Agreement (the Agreement ) is made this day of, 20, by and between the National Young Farmers Coalition ( NYFC ), an unincorporated association, and ( Affiliate ). Defined terms used herein have the same meaning as ascribed to them in the Affiliation Agreement. In consideration of the following premises and goals and the promises set forth in this Agreement, the sufficiency and receipt of which are hereby acknowledged, the parties agree as follows: I. Shared Premises and Goals A. A surge of young Americans are now farming. These entrepreneurs are creative, resourceful and aim to build farm businesses that protect natural resources and produce healthy food. Despite strong market demand, young farmers face significant challenges as their ambitious businesses meet structural obstacles. B. These obstacles are inspiring a young farmers movement. Groups of new farmers are coming together in diverse ways to cooperate, fight for more supportive policies, and build community. C. There is a need for coordination of these efforts and a nationwide network with the capacity to advocate for the interests of young farmers in federal policy, facilitate the exchange of ideas, and engage in projects with national relevance. D. The purpose of this Agreement is to build a formal working relationship between NYFC and state and regional affiliate organizations and support young and beginning farmers and ranchers in the United States. E. Young farmers are best suited to act as advocates on their own behalf and efforts to coordinate national young farmer projects and promote federal policy initiatives for young farmers should be farmer-driven. II. NYFC shall: A. With input from affiliates, develop and maintain priorities and programs of the national organization and its affiliates. Such priorities and programs will be recorded and made part of the NYFC Guiding Principles.

2 B. Develop a national policy platform, which shall promote young and beginning farmers and ranchers and shall include, but not be limited to, the following issues: Federal Spending, Appropriations, Agency Initiatives, Model State Programs, and Support for Sustainable and Family-scale Growers. C. Coordinate national campaigns and projects with affiliate groups and promote affiliate-led projects. D. Produce reports and press releases on young farmer issues, in partnership with local and national partner organizations and affiliates. E. Coordinate a Local Leadership Committee, the structure and purpose of which is set forth in Section V of this Agreement. F. Link to Affiliate s website and make available a page on the NYFC website for Affiliate. G. Promote Affiliate s projects through announcements on YoungFarmers.org, in blasts, social media, and through our fiscal sponsor, The Center for Rural Affairs (CFRA). H. Provide resources for new coalition organizing, including guides for organizing, tabling materials, download-able flyers and cards, and event insurance for events co-sponsored with NYFC. I. Initiate nationwide programs that help farmers develop stronger businesses, including, but not limited to, online directories, Farmers Forum, and networking events. J. Maintain YoungFarmers.org and a database of members and supporters. NYFC will use this database to promote affiliate membership and events. K. Make available the NYFC Strategic Plan to the Local Leadership Committee. III. Affiliate Shall A. Consist of a minimum of three lead organizers, all of whom must be members of NYFC in good standing. B. Be farmer-driven. Affiliate shall provide Articles of Incorporation, if incorporated, which specify the structure of the Affiliate s officers and board in relation to farmer participation and decision-making. If not incorporated, Affiliate shall provide Articles of Organization or a written statement detailing farmer participation and decision-making authority within the organization. Notice of any changes in the governance of the Affiliate in relation to farmer participation shall be provided to NYFC within 30 days of such change. C. Affirm the NYFC Guiding Principles. Execution of this Agreement hereby acts as affirmation of the NYFC Guiding Principles. D. Promote the national policy platform as applicable to the Affiliate s region. Such promotion may include coordinated national actions, delegation visits to meet with legislators, coordinating fly-ins to Washington, DC, rallies, press events, and online and phone-in campaigns. It is hereby 2

3 recognized that the extent of such promotion will be dependent on Affiliate resources and the availability of external funding to carry out such promotional activities. E. Endeavor to sponsor and conduct programs and activities that further the Parties shared purposes and objectives, and shall use its best efforts to ensure that such programs and activities are of the highest quality with respect to content, materials, logistical preparation, and otherwise. NYFC will make available, to the extent possible, materials in support of such programs and activities. F. Provide written updates of Affiliate activities, along with photos, to NYFC on or before September 30 of each year. Ownership and use of such updates and images are governed by Section VI of this Agreement and such images may be used for purposes including, but not limited to NYFC s annual report, grant proposal applications, press releases, and other communications. Affiliate is encouraged to provide additional updates as appropriate to keep NYFC informed of its activities to further promote and coordinate such activities with other affiliates, partners, individuals, and the press. G. Designate a Representative to participate in the NYFC Local Leadership Committee. Affiliate shall provide written notification of the Representative s name, address, phone number, and address within 30 days of execution of this Agreement and annually thereafter on or before September 30. H. Designate an NYFC Liaison. The Liaison will act as the contact person for the national organization. Affiliate shall provide written notification of the Liaison s name, address, phone number, and address within 30 days of execution of this Agreement and annually thereafter on or before September 30. I. Create a webpage on YoungFarmers.org or supply NYFC with an active URL for the Affiliate s existing website that can be linked to from YoungFarmers.org. J. Provide a link to YoungFarmers.org using the NYFC logo image on Affiliate s local or regional website. Affiliate shall also provide a link to NYFC on corresponding Affiliate social networks. Use of the NYFC logo image must be in accordance with Section VI of this Agreement. K. Warrant that it is in full compliance with all applicable laws, regulations, and other legal standards that may affect its performance under this Agreement, and shall remain in full compliance with, and otherwise conduct its activities at all times in accordance with, all applicable law, regulations, and other legal standards. L. Warrant that it shall maintain at all times all permits, licenses, and other governmental approvals that may be required in the Territory in connection with Affiliate s performance under this Agreement. Affiliate further warrants that it shall make all required filings, such as annual corporate reports and tax filings, that may affect its corporate or tax status. M. Forward any adverse notices received from any governmental agency, including but not limited to, the Internal Revenue Service and any state s Secretary of State. N. NYFC strongly encourages Affiliate to share contact information of its members with NYFC. 3

4 This will allow Affiliate members to stay up-to-date on national activities and news. IV. NYFC Local Leadership Committee A. The Local Leadership Committee shall consist of one representative from each affiliate organization, the NYFC Executive Director, NYFC staff and NYFC Board President. B. NYFC shall be provided the name and contact information of Affiliate s Representative in accordance with the procedures set forth in III.G. C. The Committee will meet at least twice yearly via conference calls organized by NYFC staff. NYFC shall provide reasonable notice of dates and times of such meetings to minimize conflicts and promote broad participation. D. The purpose of the Committee is to provide input and recommendations for the development of a national policy platform, coordinate regional and national actions, and share best practices for organizing. V. NYFC Membership and Dues A. NYFC is partially financed through membership dues. Funds collected will be used for program and operational expenses, and promotion and coordination of Affiliate programs. Nothing in this provision or in any other provision of this Agreement supersedes or places additional limitations on the rights and duties of NYFC as set forth in the NYFC Articles of Incorporation and Bylaws. B. Affiliates may require dues separate and apart from those of NYFC and may engage in other fundraising activities independent of NYFC. C. Nothing in this Agreement shall be interpreted as NYFC assuming the role of fiscal sponsor for Affiliate. VI. Intellectual Property and Confidential Information. A. The Center for Rural Affairs (CFRA) holds the rights to the Intellectual Property. As per the MOU signed by CFRA and NYFC when CFRA became NYFC s fiscal sponsor, CFRA grants the NYFC a non-transferable, revocable license to use, during the term of the MOU, the Intellectual Property. The Intellectual Property shall remain at all times the sole and exclusive property of CFRA, and shall terminate upon termination of the Agreement or the termination of the NYFC as a supported project of CFRA, whichever comes first. B. Affiliate is hereby granted a limited, revocable, non-exclusive, non-divisible, non-transferable, non-assignable sub-license to use, during the Term of this Agreement, in connection with Affiliate s name, acronym and logo and for other official Affiliate-related purposes the following Intellectual Property: 1. the name National Young Farmers Coalition, NYFC, the logo of NYFC, and other NYFC trademarks, service marks, trade names, and logos; and 2. all copyrighted or proprietary information and materials provided by CFRA/NYFC to Affiliate. 4

5 C. The authority to use the Intellectual Property is limited to those activities authorized under this Agreement, subject to the terms and conditions of this Agreement and any written guidelines contained in the NYFC Style and Communications Guide, the NYFC Guiding Principles, or other document subsequently provided to Affiliate by NYFC. D. The Intellectual Property is and shall remain at all times the sole and exclusive property of CFRA. The Intellectual Property may be sub-licensed to Affiliate if and only if such use is made pursuant to the terms and conditions of this limited and revocable sub-license. E. The Intellectual Property must be used by Affiliate in a professional manner and solely for official Affiliate-related purposes. Affiliate shall not permit any third party to use the Intellectual Property without NYFC's express prior written approval. Affiliate shall not sell or trade the Intellectual Property without NYFC's express prior written approval. The Intellectual Property may not be used for individual personal or professional gain or other private benefit. F. The Intellectual Property may not be used in any manner that, in the sole discretion of CFRA/NYFC, is in relation to, support for, or endorsement of a political platform, statement, agenda, or candidate without the express prior written approval of CFRA/NYFC. G. The Intellectual Property may not be used in any manner that, in the sole discretion of CFRA/NYFC, discredits CFRA/NYFC CFRA/NYFC or tarnishes its reputation and goodwill; is false or misleading; violates the rights of others; violates any law, regulation or other public policy; or mischaracterizes the relationship between CFRA/NYFC and Affiliate. H. Affiliate shall only use the Intellectual Property in conjunction with Affiliate s own name, acronym, or logo and only to identify the affiliation relationship between CFRA/NYFC and Affiliate. I. NYFC s logo may not be revised or altered in any way, and must be displayed in the same form as produced by NYFC. Except as provided in Section VI.G of this Agreement, the Intellectual Property may not be used in conjunction with any other trademark, service mark, or other mark without the express prior written approval of CFRA/NYFC. J. In any authorized use by Affiliate of the Intellectual Property, Affiliate shall ensure that the applicable trademark and copyright notices are used pursuant to the requirements of United States law or state law and any other guidelines that CFRA/NYFC may prescribe. K. CFRA/NYFC reserves the right to prohibit the use of any of the Intellectual Property, as well as to impose other sanctions, if it determines, in its sole discretion, that Affiliate s usage thereof is not in strict accordance with the terms and conditions of this limited and revocable license. L. All rights of usage of the Intellectual Property by Affiliate shall terminate immediately upon the revocation, surrender or other termination of this Agreement. Affiliate's obligations to protect the Intellectual Property shall survive the revocation, surrender or other termination of this Agreement. VII. Relationship of Parties. A. The relationship of NYFC and Affiliate to each other is that of independent contractors. Nothing 5

6 herein shall create any joint venture, partnership, or agency relationship of any kind between the parties. Unless expressly agreed to in writing by the parties, neither party is authorized to incur any liability, obligation or expense on behalf of the other, to use the other's monetary credit in conducting any activities under this Agreement, or to represent to any third party that Affiliate is an agent of NYFC. Affiliate shall include, in all of its offers and contracts, a statement to the effect that Affiliate is a legal entity separate and distinct from NYFC and is not entitled to act on behalf of or to bind NYFC, contractually or otherwise. B. Nothing in this Agreement shall be binding upon NYFC s fiscal sponsor, the Center for Rural Affairs, a 501(c)(3) non-profit organization, nor shall any provision of this agreement alter the legal relationship between NYFC and CFRA. Nothing herein shall create any joint venture, partnership, agency, or relationship of any kind between CFRA and Affiliate. VIII. Indemnification. A. Affiliate shall hold harmless CFRA/NYFC and NYFC, its officers, directors, members and agents, from and against any and all claims, actions, suits, demands, losses, damages, judgments, settlements, costs and expenses (including reasonable attorneys' fees and expenses), and liabilities of every kind and character whatsoever (a "Claim"), which may arise out of the acts or omissions of Affiliate, its officers, directors, members and agents, whether in connection with this Agreement or otherwise. The provisions of this Section shall survive any revocation, surrender or other termination of this Agreement. IX. Review of Agreement A. The Parties shall meet within six months of execution of this Agreement in-person or via telephone or other electronic device for the purpose of reviewing the affiliation relationship and the terms of this Agreement in order to ensure the continuance of a positive and sustainable relationship. B. This Agreement does constitute the entire agreement between the parties; supersedes and replaces all prior agreements, oral and written, between the parties; and may be amended only by a written instrument clearly setting forth the amendment(s) and executed by both parties. X. Termination A. Either party may terminate this Affiliation Agreement at any time by providing written notice of its intention to do so. Termination will be effective upon receipt of notice. XI. Notice A. All notices that either party may be required or may desire to serve upon the other in connection with this Agreement shall be in writing and may be served personally, by facsimile, by certified mail, or by electronic mail, with constructive receipt, with the exception of Notice of Termination as set forth in Section X.A. of this Agreement, deemed to have occurred on the date of the mailing, sending or faxing of such notice, to the following addresses: B. If to NYFC: 6

7 National Young Farmers Coalition PO BOX 292 Tivoli, NY C. If to (name of Affiliate): (mailing address, ) Signature of Affiliate Organizer Name (printed) Date Signature of Affiliate Organizer Name (printed) Date Signature of Affiliate Organizer Name (printed) Date NYFC Name (printed) Date 7