FQHC Standard Logo License Agreement
This License Agreement (“Agreement” or “License”) is entered into by and between the National Association of Community Health Centers, Inc., a District of Columbia nonprofit, tax-exempt corporation with its principal office located at 7200 Wisconsin Avenue, Suite 210, Bethesda, MD 20814 (known in this License as “NACHC”), and the Licensee.
The FQHC (National Association of Community Health Centers, Inc. FQHC Certification Program) name and logo (the “Certification Mark”) is a Certification Mark in the process of being registered with the United States Patent and Trademark Office and owned by the National Association of Community Health Centers, Inc. (“NACHC”). As the owner of the Certification Mark, NACHC has the exclusive right to authorize the parties that may use the Certification Mark and how the Certification Mark may be used. NACHC also is required to prevent the misuse of the Certification Mark.
Generally NACHC authorizes entities that meet the standards set forth in the NACHC Standards for Use of the FQHC Logo to use the Certification Mark provided such parties enter into a Certification Mark licensing agreement with NACHC and agree to use the Certification Mark in conformance with NACHC’s policies and standards.
WHEREAS, NACHC is the owner of the trademarks shown in Exhibit A and referred to as the “Certification Mark” in this agreement, which Certification Mark is/are in the process of being registered with the United States Patent and Trademark Office and is/are used to certify that an organization has been found through the National Association of Community Health Centers, Inc. FQHC Certification Program to conform to the requirements of being a health care provider that meets the requirements set forth in the NACHC Standards for Use of the FQHC Logo, which may be modified from time to time by NACHC at its sole discretion; and,
WHEREAS, Licensee desires to obtain a license to use the Certification Mark with respect to the Licensee’s provision of health care services;
NOW THEREFORE, the parties agree as follows:
1. License grant. Provided Licensee complies with all the terms, conditions and policies relating to the use of the Certification Mark, NACHC grants Licensee a limited, non-exclusive, world-wide, revocable, non-transferable royalty-free license to use the Certification Mark on or in connection with the certified services.
2. Reservation of rights. Except for the limited license rights granted in this agreement, NACHC reserves to itself all right, title and interest in and to the Certification Mark.
3. License requirements and limitations. The license granted in section 1 is granted subject to the following requirements and limitations:
a. Compliance with the NACHC Standards for Use of the FQHC Logo (“Standards”). Licensee shall comply with all requirements in the Standards, as currently existing or later revised. Licensee is solely responsible for keeping itself informed of the current requirements in the Standards by reviewing from time to time the information posted on the NACHC website. NACHC is under no obligation to inform Licensee of changes to the Standards other than posting the revised version on its website. If Licensee does not agree with any changes to the Standards, Licensee’s sole remedy is to terminate this Agreement as provided herein. If the provisions of the Standards and this License conflict, the terms of this License shall control.
b. Certification Mark used when promoting Licensee health provider services only. Licensee shall only use the Certification Mark in conjunction with the promotion of Licensee as a provider of qualifying health services as defined in the Standards. When a certified service is shown on the same advertisement, promotional, or brochure page with a non-certified service, the Certification Mark must be located in close proximity to the certified services. Licensee understands and agrees that NACHC shall determine, in its sole discretion, if use of the Certification Mark is inappropriate or unclear, and Licensee agrees to revise the use or placement of the Certification Mark, or remove the Certification Mark, as directed by NACHC.
c. Advertising Statements. Licensee understands and agrees that all statements used in conjunction with the Certification Mark must comply with the Standards and the FQHC Logo Mark Standards Manual, as currently existing or later revised. Licensee understands and agrees that NACHC shall determine, in its sole discretion, if the statements used comply with NACHC’s policies, and Licensee agrees to revise or remove statements that NACHC determines do not comply with its policy.
d. Certification Mark may not be modified. Licensee shall not modify, enhance or change the Certification Mark or combine it with another mark, or use, adopt or register any marks confusingly similar to the Certification Mark. Licensee understands and agrees that the use, form and format of the Certification Mark shall comply with the FQHC Logo Mark Standards Manual provided by NACHC, which may from time to time be modified by NACHC at its sole discretion. From time to time, NACHC may provide Licensee access to various graphic files which are intended to be used by Licensee in its compliance with this Agreement. Licensee agrees to use the graphics files containing the Certification Mark when reproducing the Certification Mark.
e. Certification Mark may not be used: (i) in any manner that is likely to reduce, diminish or damage the goodwill, value or reputation associated with the Certification Mark; (ii) in any manner as would violate the rights of any third parties; (iii) in any manner as would result in any third party claim or any governmental investigation, claim or proceeding alleging unlawful or improper use of the Certification Mark; (iv) on or in connection with any products or services other than the certified services and promotional materials pertaining to the certified services; or (v) in any manner other than as a Certification Mark.
f. Inspection. Licensee will, upon NACHC’s request and at no cost to NACHC, provide NACHC with samples of all uses of the Certification Mark by Licensee.
g. Withdrawn License to Use Logo. If at any time the Licensee fails to meet the standards for a Federally Qualified Health Center or Federally Qualified Health Center “Look-A-Like,” or fails to meet any applicable policies or standards for participation in the FQHC Certification Program, Licensee will immediately cease all use of the Certification Mark. Licensee also will notify all entities which may service to promote Licensee and its provision of health services and status as a licensed entity that the Licensee is no longer participating in the FQHC Certification Program and the use of the Certification Mark must cease immediately.
h. Noncompliance. Licensee shall immediately and at its sole costs and expense correct any usage of the Certification Mark that NACHC regards as failing to comply with the requirements of this License or the Standards.
i. Third-Party Infringement. Licensee will promptly notify NACHC if it becomes aware of any infringement of the Certification Mark by a third party. Licensee shall have neither the right nor the obligation to prosecute any infringement claims against third-party infringers.
j. Use of Other NACHC Marks. Nothing in this Agreement gives Licensee the right or license to use any other trademarks, service marks, or certification marks owned by NACHC apart from the Certification Mark as shown in Exhibit A.
k. Unauthorized Use. Licensee acknowledges that if it engages in any unauthorized use or reference to the Certification Mark, its right to continue using the Certification Mark may be terminated and that irreparable injury will occur if such unauthorized use continues.
4. License fees and royalties. This license is granted without license fee to any entity complying with the terms and conditions of this Agreement, the Standards, and the FQHC Logo Mark Standards Manual.
5. NACHC ownership of Certification Mark. Licensee acknowledges NACHC’s exclusive right, title and interest in and to the Certification Mark and acknowledges that nothing in this Agreement shall be construed to provide to Licensee any rights in the Certification Mark except as expressly provided in the Agreement. Licensee acknowledges that its use of the Certification Mark will not create in it any right, title or interest in the Certification Mark other than the limited license rights granted to Licensee in this Agreement and that all such use of the Certification Mark and the goodwill generated thereby will inure to the benefit of the NACHC. Licensee warrants and represents that: (a) it will not at any time challenge NACHC’s right, title or interest in the Certification Mark or the validity of the Certification Mark or any registration of the Certification Mark; (b) it will not do or cause to be done or omit to do anything, the doing, causing, or omitting of which would contest or in any way impair or tend to impair the rights of NACHC in the Certification Mark; (c) it will not represent that it has any ownership in or rights with respect to the Certification Mark; and (d) it will not, either during or subsequent to the term of this Agreement, adopt, use or register any certification mark, trademark, service mark, trade name, insignia or logo that is confusingly similar to or a colorable imitation of the Certification Mark or any of NACHC’s other marks.
6. Representations of Licensee. Licensee represents and warrants that:
a. It is duly organized and in good standing under the laws of its jurisdiction of organization;
b. Licensee has taken all actions that are necessary or advisable in order for it to enter into this Agreement;
c. The person executing this Agreement on behalf of Licensee is authorized to do so;
d. The Agreement, upon its execution by Licensee (and assuming due execution by NACHC) shall be the binding obligation of Licensee, enforceable in accordance with its terms;
e. Licensee will comply with all changes to the Standards within one (1) month from the date such changes are made;
f. Licensee will not challenge NACHC’s rights under its National Association of Community Health Centers, Inc. FQHC Certification Program, the Standards, the FQHC Logo Mark Standards Manual, or this Agreement and will not challenge the validity of any NACHC mark.
7. No warranty by the NACHC. NACHC provides the license granted in this Agreement without warranty of any kind. TO THE MAXIMUM EXENT PERMITTED BY LAW, NACHC DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES.
8. Limitation of Liability. IN NO EVENT SHALL NACHC BE LIABLE FOR LOST PROFITS OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT REGARDLESS OF THE LEGAL THEORY UPON WHICH SUCH CLAIM IS BASED AND EVEN IF NACHC HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.
9. Indemnity. Licensee agrees to defend, indemnify and hold NACHC and its respective representatives, employees, officers, directors and agents harmless against all claims, suits, cost, damages, judgments, attorney’s fees, settlements or expenses incurred, caused by, arising from or relating to any breach of this Agreement by Licensee or claimed, obtained or sustained by any third party, whether for personal injury, misrepresentation, or otherwise arising out of or relating to the providing of, advertising, promotion, use, marketing or sale of the Licensee’s services, provided such claims are not caused by NACHC’s negligence or breach of this Agreement.
10. Effective date, term and termination.
a. Effective date. This Agreement shall commence and the license granted under the Agreement shall become effective (the “Effective Date”) upon the execution of this agreement by both parties.
b. Term. The term of this Agreement shall commence on the Effective Date and shall continue until terminated by a party as provided in this Agreement.
i. Termination by Licensee. Licensee may terminate this Agreement at any time by providing written notice to NACHC and by discontinuing all use of the Certification Mark. Termination in this manner shall be effective upon receipt of the written notice by NACHC or at such time (not to exceed thirty days after the date notice is received) specified in the notice from Licensee.
ii. Termination by NACHC. NACHC may terminate this Agreement upon thirty (30) days notice if Licensee breaches any provision of this Agreement and fails to cure such breach within such thirty 30-day period. NACHC also may terminate this Agreement upon thirty 30-day notice if it discontinues use of the Certification Mark or modifies the design of the Certification Mark.
iii. Consequences of termination. Upon termination of this Agreement, the license granted shall immediately terminate. Licensee will immediately discontinue all use of the Certification Mark and shall destroy all materials in their possession containing the Certification Mark and shall certify to the destruction of such materials if NACHC requests that they do so.
11. Compliance with laws. Licensee will at all times comply with all laws, regulations, ordinances, rules and orders that are applicable to it in connection with its provision of certified services and the operation of its business generally.
a. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Maryland as applied to agreements entered into and fully performed therein by residents thereof. Both parties submit to jurisdiction in Maryland and further agree that any cause of action arising under this Agreement shall be brought in a court in the County of Montgomery, State of Maryland.
b. Severability; Headings. If any provision within this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
c. Independent contractors. The parties are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement. Neither party shall make any warranties or representations on behalf of the other party.
d. Notice. NACHC may give notice to Licensee by personal delivery, mail, courier, facsimile or email to Licensee’s address as identified in this Agreement. Licensee may give notice to NACHC by personal delivery, mail, courier, or facsimile to NACHC’s physical address as identified at www.nachc.com or electronically by email to email@example.com. Notice shall be deemed given: upon personal delivery; if sent by fax, with confirmation of correct transmission, on the next business day after it was sent; upon the courier’s confirmed delivery if sent by courier; and if sent by mail with proper postage prepaid, five (5) days after the date of mailing. Notices by email shall be deemed given by the end of the business day on which they are sent.
e. Entire agreement; Waiver. This Agreement sets forth the entire understanding and agreement of the parties and supersedes any and all oral or written agreements or understandings between the parties as to the subject matter of this Agreement. This Agreement may be changed only by a writing executed by both parties that expressly states that it is changing the provisions of this Agreement. The waiver of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.
f. Assignment. Licensee may not transfer its rights or obligations under this Agreement in whole or in part to any third party without the prior written consent of NACHC and any attempt to do so is void.
g. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument, terms of this License shall control.