MEMORANDUM OF UNDERSTANDING

Transcription

1 February 2018 MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding ( MOU ) is effective as of [date], 2018 between Arizona Technology Council Foundation, d/b/a CSO LLC, a 501(c)(3) Foundation, 2800 N. Central Avenue, Suite 1530, Phoenix, Arizona, ( CSO LLC ) and [Name] ( Member ), a nonprofit corporation at [Address]. CSO LLC and Member may be individually referred to in this MOU as Party or collectively as Parties. Whereas, CSO LLC owns a trademark, intellectual property and unique proprietary content comprising of a Chief Science ( SciTech ) Officer program to enhance STEM education in participating schools which will be rolled out to potential Charter Members for use in developing a national CSO Network. Whereas, CSO LLC has offered its support in enrolling Member as a Charter Member of the CSO Network in territory of [region covered] ( Territory ). [Depending upon the region a territory can range between a city and state.] Whereas, CSO LLC intends to enter into a Trademark License Agreement ( Trademark License ) with Member to support the Network requirements and infrastructure in the Territory. Now therefore, in consideration of the mutual covenants and promises set forth herein, the parties hereby agree as follows: 1. Purpose. CSO LLC intends to develop further technology, software applications and related content targeted for a national CSO membership program ( Program ). The anticipated Program is expected to include the following principles: a. CSO LLC will deliver the right to use the CSO name and trademark to its Members in a defined Territory subject to compliance with requirements in the Trademark License as set forth on Exhibit A with the vision and values of the Network. b. CSO LLC will provide a domain name and website to connect the CSO Members and provide information on best practices for its Members. c. Rules and requirements for Members will be developed by a national board and sent to Members for ratification by an 80% membership in the Network. d. It is contemplated national sponsors ( Sponsors ) will support building out the CSO Network and program offering which may require each Member to sign up with such Sponsors to participate in Sponsor Events. e. Each Member shall comply with the CSO Network Guidelines for Charter Members as set forth in Exhibit B. f. Member shall have first right to enroll as a charter Member and receive first considerations for membership applications. g. The CSO Network shall at all times be administered as a non-profit association and network. h. Member agrees to ownership of the CSO name, trademark, IP and content used in the Network and shall remain the property of CSO and goodwill associated with Members use shall insure to the exclusive benefit of CSO. Page 1

2 February 2018 i. No rights may be transferred by Member, all content developed by Member shall be jointly owned with CSO and CSO may make it available through the Network. 2. Intellectual Property and Proprietary Information. Nothing contained in this MOU shall be construed as granting either expressly or by implication, estoppel, or otherwise, any license under any invention, improvement, discovery, patent, copyright, know-how or other intellectual property now or hereafter owned or controlled by a Party by disclosing proprietary information hereunder. The meaning of Proprietary Information is defined in the Non-Disclosure Agreement and Trademark License Agreement entered into by the parties hereto in the form as attached hereto which is hereby incorporated by reference. Each Member agrees to indemnify CSO LLC for the use of CSO name and intellectual property. 3. Term and Termination. This MOU shall be effective for a term of twelve (12) months and thereafter the parties intend to enter into a formal Membership Agreement at that time. This MOU may be terminated earlier by either Party upon giving the other Party (30) days prior written notice. In the event no Formal Membership is entered into after 12 months, then following the termination or expiration of this MOU, neither Party shall have any obligation to the other, except as contained in the Non-Disclosure Agreement (the NDA ) executed as of the date hereof with respect to disclosure or use of proprietary information. 4. Costs. Each Party will bear its own costs and expenses associated with its own efforts undertaken as a result of this MOU unless otherwise agreed upon by both parties. 5. Notices. Any notice, demand, request, statement or other writing required or permitted by this MOU to either Party hereto, shall be in writing to the other Party as set forth below or at such other address as shall have been furnished in writing by a Party to this MOU to the other Party. Notice hereunder shall be deemed given when personally delivered or when mailed by certified or registered United States Post Office mail, postage prepaid, or in the case of fax, when transmitted: CSO c/o Arizona Technology Council Foundation 2800 N. Central Avenue Suite 1530 Phoenix, Arizona Member Attn: Jeremy Babendure, CEO Attn: NAME 6. Assignment. This MOU and the rights and obligations hereunder may not be transferred or assigned by one Party without the prior written consent of the other Party(s) hereto, which shall not be unreasonably withheld. 7. Publicity. The Parties hereto may disclose the existence of this MOU and the relationship created hereunder without the prior written consent of the other. CSO LLC may provide templates for the Network. Page 2

3 February Governing Law and Venue. This MOU shall be governed by and construed in accordance with the laws of the state of Arizona. No consideration shall be given to Arizona s conflict of laws rules. Venue shall be in a court of competent jurisdiction in Maricopa County within the State of Arizona. 9. Severability. It is agreed that the invalidity or illegality of one or more provisions of this MOU shall not affect the enforceability of the remaining provisions. 10. Indemnification. Each party shall indemnify the other from any third party claims arising out of such persons actions under this MOU. Each Party shall carry general liability insurance on their business operations. 11. Relationship of the Parties. This MOU is intended to constitute a binding agreement between the Parties for a period of 12 months. No Party hereto has any right or authority to make or undertake any promise or to make any representation for any other Party, or to execute any document or to otherwise assume any obligation or responsibility in the name of or on behalf of any other Party hereto unless expressly provided herein. 12. Limitation of Liability. IN NO EVENT, WHETHER A CLAIM ARISES FROM OR IS CONNECTED WITH THIS MOU, SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES Entire Agreement. This MOU, the Trademark License and NDA sets forth the entire understanding between the Parties and supersedes any previous or contemporaneous understandings, commitments, written or oral, regarding the subject matter hereof. [Remainder of page intentionally left blank] Page 3

4 February 2018 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above. Signed: Arizona Technology Council Foundation d/b/a CSO LLC. By: Arizona Technology Council Foundation Name: Dr. Jeremy Babendure Title: Executive Director Date: 8/28/16 Signed: [add your signature] [Member name] By: Name: Title: Date: TERRITORY ENTER TERRITORY AREA HERE Page 4

5 Exhibit A

6 TRADEMARK LICENSE AGREEMENT This Trademark License Agreement ( Agreement ) is entered into as of, 2018 by and between Arizona Technology Council Foundation d/b/a CSO LLC. ( Licensor ), and ( Licensee ). RECITALS WHEREAS, Licensee desires to be a Charter Member of the CSO Network operated by the Licensor; WHEREAS, Licensor and Licensee entered into a Memorandum of Understanding dated, 2018 (the MOU ) providing Licensor with the aforementioned benefits for itself and for its members; WHEREAS, said MOU provides that this Trademark License Agreement will be executed by the parties; WHEREAS, Licensor is the owner of the trademarks listed on Exhibit 1 ( Trademark Rights ) and Licensee desires to use the Trademark Rights in the operation of Licensee s website and non-profit business, and Licensor desires to license the Trademark Rights to Licensee for this purpose in accordance with the terms and conditions set forth herein. AGREEMENT NOW, THEREFORE, in consideration of the obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. License Grant. 1.1 During the Term of the MOU, Licensor hereby grants Licensee a royaltyfree, non-sublicensable, non-transferable, non-exclusive, license to use the Trademark Rights only in connection with the Territory described as ( Territory ). 1.2 Licensee agrees to obtain prior written approval from Licensor, or any other representative designated by Licensor, before using or displaying any trademark. 1.3 Licensee agrees to display the phrase TM on any promotional materials or websites bearing any Trademark Rights. 1.4 The parties agree that Licensee s use of the Trademark Rights, including the goodwill arising from such use, shall inure to the benefit of Licensor, and Licensee shall have no right whatsoever to the Trademark Rights except as specifically set forth herein, and Licensee agrees to not use the Trademark Rights except as specifically set forth herein. During the term of the MOU and thereafter, Licensee agrees not to contest the validity, register ability or enforceability of the Trademark Rights.

7 2. Quality Control. 2.1 Licensee shall, during the term of the MOU, use the Trademark Rights in connection with CSO Network, only upon employing quality standards which meet or exceed each of the following: (i) The current standards under which such services have in the past been rendered by Licensee; and (ii) The standards recognized by the industry as acceptable for the rendering of promotional materials and website advertisements for promoting the tour. 2.2 If Licensor determines, in Licensor s sole reasonable discretion, that the quality of services rendered by Licensee under this Agreement or the MOU do not satisfy the quality standards set forth in this Section, the parties agree that such shall constitute a material breach of this Agreement and the MOU, permitting Licensor to terminate this Agreement and the MOU upon sixty (60) days written notice to Licensee. 2.3 If Licensee discovers the use of the Trademark Rights by any nonauthorized third party, Licensee shall promptly notify the other party. If Licensor elects to pursue such third party under a trademark infringement theory, Licensee shall provide all reasonable assistance to Licensor in connection with such action. 3. Use of Proprietary Information. 3.1 Licensee shall not disclose any Proprietary Information defined as information related to the CSO Network not generally known to the public except in connection with the Licensee s activities as a Charter Member of the CSO Network. Licensee may not sell license Proprietary Information to a third party for cash or other valuable consideration except as approved by Licensor in its sole discretion. 4. Term and Termination. 4.1 This Agreement shall be effective for the same term as the MOU and shall terminate on the termination of the MOU. 4.2 Upon termination of this Agreement for any reason, Licensee shall immediately cease and desist from any use whatsoever of the Trademark Rights. Further upon termination of this Agreement for any reason, Licensee shall immediately transfer to Licensor or destroy, at Licensor s election, any and all documents and things which bear the Trademark Rights. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed. Arizona Technology Council Foundation By: Dr. Jeremy Babendure 2

8 Its: Executive Director [other party s company name] By Its 3

9 Exhibit 1 List of Licensor Trademark Rights 1. CSO Region name and logo (with gecko) used by Licensor. 2.

10 Exhibit B Charter Members Requirement Overview The Chief Science Officers or CSO is the first of its kind where a 6th to 12th grade student is ELECTED to be their school community s liaison for STEM and innovation. The CSO becomes part of a cadre of leaders who get special leadership training, impact STEM opportunities at their schools, and work as a collective cabinet to give input and ideas to adult STEM leaders in the community and beyond. The CSO strategy approaches school transformation at the socio-cultural level to foster student involvement and voice in STEM education. The CSO program aims to elevate the popularity of STEM by empowering students to bring opportunities to campus and ensure they (the students) are a respected voice for STEM within their communities. CSOs identify opportunities such as speakers, STEM-related field trips, and science nights that reflect the interests and desires of their peers. CSOs also work to increase exposure to existing STEM programs such as robotics, code clubs and science fairs. Moreover, CSOs can be linked with SciTech Jedi s, corporate mentors from the community that bring expertise, perspective, support and guidance. Members will adhere to these criteria to remain as a Charter Member in their Territory: 1. Branding - Students referred to as chief science officers or SciTech officers or CSOs - Use common branding guidelines for look and feel as approved by CSO LLC - Use CSO LLC website and go to location for public info about charter - Use CSO LLC trademarked logo as described in branding guide. - CSOs are 6-12th grade students. We may consider co-cso or CSO interns at lower grades and college level CSO in future years - CSOs are selected through a general election, i.e. engage the general student population. - Use sponsor logos and placements in accordance with brand guidelines 2. Programming - Hold annual CSO induction institute in region to train CSOs - Hold regional and/or state cabinet meetings to help CSOs meet and work on collective action opportunities - Ensure CSOs meet basic support requirements by supporting STEM activity at their school - Ensure CSOs meet community requirements by engaging them in at least one community opportunity such as a panel, conference, presentation, etc. - Engage return CSOs in elevated leadership opportunities - Use CSO central learning management system or canvas as central communication system for CSOs - Use standard requirements to recognize CSO leadership level. (For example level 1 might be attending induction institute, engaging in 1 community meeting, 1

11 cabinet meeting, support event at school and basic canvas postings. Level 2 might be more focused on mentorship of fellow. Might go to as many as 4 levels.) - CSOs use the CSO central or canvas platform to connect online with weekly discussion blogs ( highly encouraged) 3. Advantages of membership - Official CSO charter for designated region - Access to best practices and common findings amongst all sites - Join national community of practice of those interested to fuel student voice in stem - Engage students in national initiatives - Build contacts at the national and international level - Grow the brand and prestige of what a CSO means - Optimize protocols and procedures based on collaborative work of charters nationally - Support to get charter set up in region including phone or in person consultations - Eventually scholarships for students - Eventually discounts on stem related opportunities 4. Reporting and meeting - Participate in quarterly national CSOs meetings - Send team of CSOs to national conference in DC or other designated location - Submit semiannual report on cabinets progress to nations community - Engage in the improvement of the CSO concept and share best practices with charters nationally 5. Infrastructure - Common vision to increase student voice in the conversation about stem and innovation - Organizations need to have demonstrated capacity related to fundraising, working with PK20, and developing meaningful business partnerships - Pay charter dues. 6. Requirements of Member - Will remain charter of CSO in good standing - Will not run another student leadership program that competes with CSOs as a member