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License and Donation Agreement

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This License and Donation Agreement (the “Agreement”) is made and entered into by and between People for the Ethical Treatment of Animals, Inc. (“PETA”), at 501 Front St., Norfolk, VA 23510, and
(the “Licensee”), at
, each at times referred to as a “Party” and collectively referred to as the “Parties”.

WHEREAS, the Licensee desires to donate to PETA a portion of the money it receives from sales of its
(the “Product”) and to use the PETA Business Friends Name and Logo attached hereto as Exhibit A (the “PBF Name and Logo”), in accordance with this Agreement; and,

WHEREAS, PETA desires to accept the Licensee’s donations and license the PBF Name and Logo to Licensee, in accordance with this Agreement.

NOW, THEREFORE, in consideration of the foregoing and of the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties agree as follows:

1. Term. This Agreement shall remain in effect from the date on which all Parties have signed this Agreement through and including
MM slash DD slash YYYY
, unless terminated earlier in accordance with Paragraph 7 (the “Term”). The Parties may extend the Term by written agreement.
2. Donations to PETA. Every first day of January, April, July, and October (a “Quarter”) the Licensee shall donate to PETA:
(a “Donation”).

The Licensee shall pay PETA a Donation by either (a) using the PETA’s Business Friends donation link (www.petabusinessfriends.com/join/) and selecting “other amount” under the “donation amount” field; or (b) mailing a check written out to “PETA” with “PETA Business Friends” on the memo line to:

 

PETA

Attn: Christopher Merrow

501 Front St.

Norfolk, VA 23510

 

Each Quarter, the Licensee shall also e-mail PETA’s representative, Christopher Merrow, at [email protected], a report listing the quantity of all Products sold during the previous Quarter, the gross revenue and the net revenue of those sales, and the Donation amount being paid to PETA (the “Report”).

Upon expiration of this Agreement, the Licensee shall pay PETA a final Donation and e-mail PETA’s representative a final Report covering any period of time not covered by the last Report through the date of expiration. The Licensee acknowledges and agrees that the Donations will not be charitable contributions and that PETA accordingly will not provide the Licensee with charitable receipts or other proof of charitable contributions.
3. Promotion.

a. Promotion by PETA. PETA may conduct promotions in furtherance of this Agreement, the nature and extent of which shall be at its sole discretion.

b. Promotion by the Licensee. Subject to PETA’s approval of all materials that display the PBF Name and Logo, or otherwise mention PETA, the Licensee may conduct promotions in furtherance of this Agreement, including on its website, social media sites, and in press releases. All of Licensee’s promotional materials shall identify the percentage of the purchase price of each Product sold, or dollar amount, as the case may be, that Licensee will donate to PETA.

4. Licenses.

a. The PBF Name and Logo. Subject to PETA’s prior approval of all material that uses the PBF Name and Logo, and of all material that mentions or identifies PETA, PETA grants to the Licensee a non-exclusive, worldwide, nontransferable, and royalty-free license to use, reproduce, present, and display the PBF Name and Logo attached hereto in Exhibit A on its website and social media sites and in press releases and print materials (the “Licensee’s Assets”) in furtherance of this Agreement. The Licensee shall not alter or amend the PBF Name and Logo in any manner other than to adjust the color of the PBF Name and Logo so as to ensure its visibility on the Licensee’s Assets, nor shall any other drawing, symbol, or words be placed on or in any way adjacent to the PBF Name and Logo to suggest that such drawing, symbol, or words are part of or associated with the PBF Name and Logo. The Licensee acknowledges that all uses of the PBF Name and Logo shall not create in the Licensee’s favor any right, title, or interest in or to the PBF Name and Logo other than the right to use the PBF Name and Logo in accordance with this Agreement. PETA warrants and represents that it has the full legal right, power, and authority to grant this license.

b. The Licensee’s Name and Logo. The Licensee grants to PETA a non-exclusive and nontransferable, royalty-free license to use, reproduce, present, and display the Licensee’s Name and Logo attached hereto in Exhibit B in any manner and media in furtherance of this Agreement. PETA shall not alter or amend the Licensee’s Name and Logo in any manner other than to adjust the color of the Licensee’s Name and Logo so as to ensure its visibility on its publications, nor shall any other drawing, symbol, or words be placed on or in any way adjacent to the Licensee’s Name and Logo to suggest that such drawing, symbol, or words are part of or associated with the Licensee’s Name and Logo. PETA acknowledges that all uses of the Licensee’s Name and Logo shall not create in PETA’s favor any right, title, or interest in or to the Licensee’s Name and Logo other than the right to use the Licensee’s Name and Logo in accordance with this Agreement. The Licensee warrants and represents that it has the full legal right, power, and authority to grant this license.

5. Warranties and Agreement to Indemnify. The Licensee represents and warrants that the Products are and will be cruelty-free and vegan, meaning they were not tested on animals and do not contain ingredients that were tested on animals and do not contain any animal ingredients, including, without limitation, skin, fur, flesh, body parts, honey, beeswax, silk, silk byproducts, lanolin, or products derived from any animal matter, including, without limitation, cetyl alcohol, glycerin, lecithin, mono- and diglycerides, and stearic acid. The Licensee represents and warrants that it will maintain all necessary certifications, credentials, authorizations, licenses, and permits necessary to conduct its business and will comply with all applicable federal, state, and local laws relating to this Agreement, the Licensee’s products and services, including the Products, and the Donations. Licensee understands and agrees that PETA assumes no liability to the Licensee or to third parties with respect to this Agreement, including, without limitation, the Licensee’s products, including the Products, and services. Licensee represents and warrants that its products, including the Products, will be free from material defects and fit for their intended purposes. In addition, Licensee represents and warrants that it will perform its services in a professional, workmanlike manner, consistent with industry standards. The Licensee hereby expressly agrees to indemnify, defend, and hold harmless PETA and its affiliates, and their respective directors, officers, employees, and agents, from and against any and all claims, actions, demands, suits, damages, liabilities, and costs (including reasonable attorneys’ fees) arising from this Agreement, including but not limited to any and all claims, actions, demands, suits, and causes of action relating to the Agreement, the Licensee’s representations and warranties in this Agreement, the Licensee’s products, including the Products, and services, the Donations, and the actions or omissions of the Licensee and its officers, directors, employees, representatives, contractors, agents, and assigns in connection with this Agreement. These terms of indemnification shall survive the expiration or termination of this Agreement.
6. Insurance. The Licensee represents and warrants that it possesses and will maintain throughout the Term commercial general liability insurance coverage with the limits set forth below and additional insured, waiver of subrogation, and primary and non-contributory endorsements. The Licensee shall name PETA as an additional insured on such coverage and provide PETA upon its request a certificate of insurance demonstrating such coverage.

a. General Aggregate Limit (Other than Products-Completed Operations): $2,000,000

b. Products-Completed Operations Aggregate Limit: $1,000,000

c. Personal and Advertising Injury Limit: $1,000,000

d. Each Occurrence Limit: $1,000,000

7. Termination.

a. Either Party may terminate this Agreement before expiration of the Term upon written notice to the other Party if the other Party commits any material breach of any term of this Agreement. PETA may terminate this Agreement before expiration of the Term for any reason by giving the Licensee ten (10) days written notice.

b. Upon termination of this Agreement, the Licensee shall immediately discontinue all use, reproduction, presentation, and display of the PBF Name and Logo and cooperate with PETA or its appointed agent.

c. Upon termination of this Agreement, the Licensee shall within five (5) business days pay PETA a final Donation and e-mail PETA’s representative a final Report covering any period of time not covered by the last Report through the date of termination.

8. Confidentiality. The Licensee acknowledges that in the course of its association with PETA that the Licensee may be furnished with or become privy to confidential, proprietary, or trade secret information regarding the affairs of PETA. The Licensee, on behalf of itself and its officers, directors, employees, representatives, contractors, and agents, acknowledges that all such information and materials so furnished, including this Agreement, its terms, and its exhibits attached hereto, shall constitute the confidential and proprietary information and materials of PETA. The Licensee and its officers, directors, employees, representatives, contractors, agents, shall retain such information and materials in strictest confidence, undertake all actions necessary to protect such confidentiality, and shall return all originals and all copies of all such information and materials to PETA at the end of their association with PETA. The Licensee and its officers, directors, employees, representatives, contractors, agents, shall not disclose or disseminate any such information and materials to any third party without PETA’s prior written authorization. These terms of confidentiality shall survive the termination of this Agreement.
9. Status of the Parties. The Parties are independent contractors and have no power or authority to assume or create any obligation or responsibility on behalf of each other. This Agreement shall not be construed to create or imply any partnership, agency, or joint venture.
10. Assignment. Licensee may not assign this Agreement or delegate or subcontract any obligations under this Agreement without the prior written consent of PETA. Any purported assignment, delegation, or subcontract in violation of this paragraph shall be null and void. No assignment, delegation, or subcontract in violation of this paragraph shall relieve Licensee of any of its obligations.
11. Waiver. No waiver of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
12. Severability. If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect the other provisions of this Agreement provided that the material terms of this Agreement can be given their intended effect without the invalid provisions, and to this extent the provisions of this Agreement are declared to be severable.
13. Survival. Those provisions of this Agreement that by their nature extend beyond termination or expiration of this Agreement will survive such termination or expiration.
14. Entire Agreement and Modification. The Exhibits attached hereto are incorporated herein by reference and made a part hereof. This Agreement and its exhibits represents the entire agreement and understanding of the Parties and supersedes any and all prior negotiations, agreements, and understandings regarding the subject matter hereof. Neither this Agreement nor any term or provision hereof may be modified in any manner other than by an instrument in writing signed by the Party against whom the enforcement of the modification is sought.
15. Interpretation and Jurisdiction. This Agreement and all matters arising out of or relating to this Agreement shall be construed in accordance with the laws of the Commonwealth of Virginia, United States without giving effect to any choice or conflict of law provision, and any judicial proceedings to enforce or interpret the terms of this Agreement and all matters arising out of or relating to this Agreement shall be brought only in Norfolk, Virginia. Each Party irrevocably submits to the exclusive jurisdiction of such courts. Service of process, summons, notice, or other similar documents sent to Licensee’s address listed herein, unless otherwise notified in writing of a new address, shall be effective service of process for any suit, action, or other proceeding brought in any such court. The Parties irrevocably and unconditionally waive any objection to venue of any suit, action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that such suit, action, or proceeding, brought in any such court has been brought in an inconvenient forum.
16. Counterparts and Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, together, shall constitute one and the same instrument. Signatures transmitted by facsimile and applied using electronic means, including but not limited to via DocuSign, shall be binding on the Parties and have the same effect as original signatures.
17. Authority. Each individual signing below for his or her respective Party represents and warrants that he or she is duly authorized to sign on behalf of and bind his or her Party to the terms of this Agreement.
IN WITNESS THEREOF, the Parties hereto have caused this Agreement to be executed as of the latter of the two dates below.
AGREED AND ACCEPTED:
People for the Ethical Treatment of Animals, Inc.

By:

Name:

Title:

Date:

Clear Signature
Sign Here
MM slash DD slash YYYY

Exhibit A

Exhibit B

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“Almost all of us grew up eating meat, wearing leather, and going to circuses and zoos. We never considered the impact of these actions on the animals involved. For whatever reason, you are now asking the question: Why should animals have rights?”

— Ingrid Newkirk, PETA Founder and co-author of Animalkind

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