License Agreement to use the "R" and Design Mark in the Official Logo of Member Board
THIS AGREEMENT made this _____ day of ____________, 20 _____, between the NATIONAL ASSOCIATION OF REALTORS®, an Illinois not-for-profit corporation, of Chicago, Illinois, hereinafter referred to as the National Association, and the _________________________; State of _____________, (NAME OF MEMBER BOARD (Local Board or State Association)) hereinafter referred to as the Member Board.
WHEREAS, the National Association is the owner of all right, title and interest in and to the "R and Design" mark and has the sole and exclusive right to control use of and to license use of the "R and Design" mark, said mark being registered under the Lanham Trade Mark Act of l946 as Federal Registration No. 1,009,745 (hereinafter referred to as the Mark);
WHEREAS, the Bylaws of the National Association provide that the Board of Directors of the National Association, upon application from a Member Board, may license such Member Board to use the Marks as a part of its official logo upon specified terms and conditions; and
WHEREAS, the Member Board hereby applies to the Board of Directors of the National Association for license to use the Marks as a part of its official logo, and is willing to agree with the National Association that it will comply with all of the terms and conditions governing the use of the Mark set forth in the Constitution and Bylaws of the National Association and policies and rules from time to time promulgated by the National Association and protect the same within its jurisdictional territory as well as the terms and conditions of this License Agreement;
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS HEREIN CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS:
- The National Association agrees to and does hereby license the Member Board to use the Mark, as a part of its official logo for so long as and only for so long as the Member Board remains a Member in good standing in the National Association, in the exact style and form shown in Exhibit A attached hereto and by this reference made a part hereof.
- The Member Board further agrees that it will uphold its obligations under the Bylaws of the National Association to protect the Mark within its jurisdiction. Where violations of the use or misuses of the Mark occur by Members or non-members within such jurisdiction, the Member Board will take steps to correct the violation or misuse and report such violation or misuse in writing to the National Association.
- It is understood and agreed that the license hereby granted may be terminated and revoked by the National Association, after due notice and opportunity for hearing, upon determination by the Board of Directors of the National Association that the Member Board has failed to comply with this Agreement, or has failed to comply with or abide by the provisions of the Constitution and Bylaws of the National Association or the policies and rules from time to time promulgated by the National Association, or has failed to observe or enforce the Code of Ethics of the National Association, or has otherwise failed to comply with the terms and conditions of this Agreement.
- The Member Board expressly agrees that if it shall at any time, for any cause, cease to be a Member in good standing of the National Association, it will eliminate the Mark from its official logo immediately, and will henceforth refrain from using the Mark in any form or manner in connection with its official logo or otherwise, until such time as again it shall have become a Member in good standing of the National Association and shall have been authorized by written agreement to use the Mark in its official logo or otherwise. The Member Board further agrees that immediately upon ceasing, at any time, for any cause, to be a Member in good standing of the National Association, or upon revocation of the license hereby granted, it will take appropriate legal action to amend any of its documents to eliminate all uses of the Mark and shall take all other reasonable action deemed by the National Association to be necessary or appropriate to assure that the public is not mislead with respect to the membership status of the Member Board in the National Association.
- It is agreed that the Board of Directors of the National Association shall have the sole and exclusive right to determine whether the Member Board is a Member in good standing of the National Association and whether the Member Board is in violation of this Agreement.
- This Agreement shall be effective on the latter of (l) the date hereof and (2) the date on which the Board of Directors of the National Association grants its approval to the Member Board with respect to the terms of this Agreement.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be signed by an Officer who is duly authorized to act on behalf of each respective organization, as of the effective date and year first above written.
NATIONAL ASSOCIATION OF REALTORS®
(Type or Print Name of Member Board)
Approval Date ___________________________
Approval Date ___________________________