Project Food, Land & People licensing agreement

THIS LICENSING AGREEMENT is entered into this ________ day of ____________, _______, by and between Project Food, Land & People's USA Division (hereinafter "FLP USA"), and ___________________ (hereinafter "State Affiliate"):

WHEREAS, the mission of FLP USA is to provide educational resources and promote approaches to learning which help educators and students in grades PreK-12 to better understand the interrelationships among agriculture, the environment and people of the world.

WHEREAS, FLP USA has developed and is in the process of developing certain instructional materials which further the mission of FLP USA (hereinafter "Materials"); which are either presently copyrighted by FLP USA, in the process of being copyrighted, and will be copyrighted as a complete work and

WHEREAS, Food, Land & People is the owner of all right, title, and interest in and to the designations "PROJECT FOOD, LAND & PEOPLE", "FOOD, LAND & PEOPLE", and "FLP" and the mark identified in Exhibit A (hereinafter the "Marks") and

WHEREAS, "State Affiliate" desires to obtain a license to use and to market and distribute the Materials and to use the Marks.

NOW THEREFORE, in consideration of the promises and covenants set forth in this Agreement, the parties agree as follows:

That FLP USA is the owner of all right, title, and interest in and to certain Materials currently being copyrighted under separate copyright and to be copyrighted as a complete work.
That Food, Land & People is the owner of all right, title, and interest in and to the Marks.

In consideration of the obligations of State Affiliate described in paragraph 3 below and for so long as this Agreement remains in force and effect, FLP USA hereby grants to State Affiliate an exclusive license, as provided herein, only in the United States, and only in the State of ______________, to use the Materials and the Marks in connection with distribution, use, and marketing of the Materials. Said Materials may not be sold by State Affiliate to individuals at regional or national conventions or conferences.
State Affiliate acknowledges that other license agreements have been executed and may be executed between FLP USA and other states or local entities for the distribution, use, and marketing of the Materials and the Marks, and State Affiliate agrees not to hold FLP USA in breach of this Agreement for any conflict between these licenses.

3. In return for the license of FLP USA provided in paragraph 2. (a) above, the State Affiliate agrees:

To provide and maintain an office and provide a state coordinator.
To provide a budget for sustaining, an FLP USA program in _________________ including the purchase of Materials and training materials, for conducting facilitator and teacher training workshops, and for sending their state coordinator to the FLP USA annual conference.
To establish and maintain a coalition within __________ made up of representatives from the education, natural resource, environmental and agricultural communities to help plan and implement their FLP USA program.
To establish a communication network.
To establish a state wide training and instruction program for formal and nonformal educators through which the Materials will be disseminated at FLP USA workshops.
To provide FLP USA with newspaper clippings, newsletters, and articles highlighting state program accomplishments.
To provide FLP USA with an annual report, which report shall include the number and type of workshops conducted and the number of participants reached.
To provide FLP USA by January 15, of each year, a yearly implementation plan to include:
1. A budget for the year.
2. The total number of workshops to be completed.
3. The estimated number of teachers to be reached.
To purchase Materials only from FLP USA and will not copy for distribution without written permission from the national office of Project Food, Land & People.

4. State Affiliate shall have paid FLP USA a one-time sum of three thousand five hundred dollars ($3,500.00) when submitting their Affiliate Application.

5. In order to protect the Materials and the Marks with respect to control by FLP USA of the nature and quality of the usage of the Materials and the Marks, State Affiliate shall cooperate with FLP USA in facilitating FLP USA's control of the nature and quality of State Affiliate's use of the Materials and the Marks by:

The use of the Materials and the Marks shall strictly comply with all applicable federal and state laws and regulations and shall be maintained otherwise at the same level of nature and quality existing at the date of this Agreement.
State Affiliate acknowledges that as between FLP USA and State Affiliate that FLP USA is the owner of all right, title and interest in and to the Materials and the Marks and that FLP USA will file a copyright registration of the compilation of the individual Materials and has granted State Affiliate an exclusive license as set forth in this Agreement and further that the Materials and the Marks and the goodwill associated therewith within the United States of America are property of FLP USA, and that all use of the Materials and the Marks inures to the benefit of FLP USA.
FLP USA, at its sole discretion, may exercise a right of prior written approval as to whether the manner in which State Affiliate uses or displays the Mark and promotes and distributes the Materials is consistent with the performance standards set forth in paragraph 5(a).
State Affiliate shall provide to FLP USA a single representative sample of materials, documents, forms and the like which are publicly disseminated and on which the Marks are used and displayed by State Affiliate or which contain one or more items from the Materials. If FLP USA reasonably believes that the use of the Materials or the use or display of the Marks on any such item, or any other use of the Materials or the use of the Marks by State Affiliate of which FLP USA may become aware does not meet the quality standards specified in paragraph 5(a) of this Agreement above, FLP USA shall furnish State Affiliate with written notice specifying in what respects any such use fails to meet such quality standards and allow State Affiliate thirty (30) days, or such longer time as may be reasonably required, in which to cure any such quality problem.
State Affiliate shall not challenge, or assist any other party in challenging the validity of, or FLP USA's rights in, to, or under, Materials and the Marks within any state in the United States of America, or elsewhere.
State Affiliate shall not use (with the exception of State Affiliate's use of the Materials and the Marks, as permitted under the terms of this Agreement) in the United States of America or seek to register at either the federal or state level for use in the United States of America or any state of the United States of America the Materials or any mark that FLP USA reasonably believes to be confusingly similar to the Marks.
Upon termination of this Agreement by either party and for any reason whatsoever, State Affiliate shall immediately cease any and all use or display of the Materials and the Marks.
Without FLP USA's prior written consent, State Affiliate may not assign, sublicense or otherwise transfer in any manner whatsoever this Agreement or the license granted hereunder and may not grant any sublicenses or otherwise encumber the title of FLP USA in the Materials or the Marks or FLP USA's exclusive right to use the Materials or the Marks.

6. The obligations of FLP USA pursuant to this Agreement are:

To maintain a national Project Food, Land & People headquarters with appropriate staff.
To train and certify State Affiliate coordinators and facilitators to ensure that Materials and services are fully utilized.
To develop FLP USA standards for a model workshop for facilitators and for educators.
To provide a national newsletter for coordinators and facilitators.
To conduct an annual survey to determine State Affiliate needs.
To provide an annual report of State Affiliate activities.
To hold an annual national conference.
To provide name and address of a purchaser of any of the Materials to the appropriate state coordinator, if the purchaser resides in that state.
To keep current on emerging trends in education, natural resources, environment and agriculture.
To update and improve educational material for use in the classroom.
To provide leadership training and network building for State Affiliate.

This Agreement shall be effective from and after ____________________________ and continue until terminated by one of the parties. This Agreement may be terminated by either party only upon the giving of ninety (90) days written notice, provided that termination shall be effective as of the day following ninety (90) day notice period. State Affiliate shall immediately cease any and all use or display of the Materials and the Marks and return all Materials to FLP USA and all materials, documents, forms and the like of the Marks. Termination shall not affect the liabilities incurred by any party to the other prior to termination.
This Agreement shall be governed by the laws of the State of Colorado as the state of incorporation for FLP USA.
The waiver of any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by any party.
This instrument contains the entire agreement of the parties with respect to the subject matter contained herein, supersedes any prior agreement with respect to the subject matter, and may not be changed except by written agreement duly executed by the parties hereto.
This Agreement shall be binding upon and shall inure to the benefit of the parties and their successors and assigns.
FLP USA and State Affiliate hereby agree and recognize that State Affiliate is an independent contractor, and that State Affiliate is not an agent, partner, joint venture, franchisee, or employee of FLP USA. State Affiliate shall have no right to bind or obligate FLP USA in any way, nor shall State Affiliate represent that State Affiliate has any right to do so. FLP USA shall have no right to bind or obligate State Affiliate in any way, nor shall FLP USA represent that FLP USA has any right to do so. This Agreement is executed in duplicate originals on the date below, to be effective from and after ________________________.

	PROJECT FOOD, LAND & PEOPLE
Date:________________	By: _____________________________
	Title: ____________________________

	(STATE AFFILIATE'S NAME)
Date:________________	By: _____________________________
	Title: ____________________________

Exhibit A

Shown below is the Project Food, Land & People Logo
called the "Marks" in this Licensing Agreement

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