MARCH FOR A CAUSE 2012 LICENSING AGREEMENT
THIS AGREEMENT, made and entered into this Click here to enter text. day of Click here to enter text.,
201 Click here to enter text., by and between Jewelers for Children, a non-profit corporation and Click
here to enter text. RETAILER, a for profit corporation. Said expressions to include the respective party's
successors and assigns.
WHEREAS, the parties hereto are desirous of entering into a licensing agreement under certain terms
and conditions as contained herein.
For and in consideration of the mutual covenants herein contained, the sufficiency of which is
acknowledged as evidenced by the signatures of the parties hereto, it is mutually agreed as follows:
1. TERM. The term of this Agreement shall be in conjunction with the 2012 March for a Cause campaign
to conclude on March 31, 2012.
RETAILER agrees to pay a fee, equal to a minimum of 10% of the retail sales price of (DESCRIBE
MATERIAL TO BE SOLD) Click here to enter text. that is sold during the period of March 1, 2012 to March
31, 2012. Said fee will be paid to Jewelers for Children by April 30, 2012.
3. RESPONSIBILITIES OF PARTIES.
(1) RETAILER shall not use the name, trademark or logo of JEWELERS FOR CHILDREN in this promotion in
any way that implies a guaranteed warranty or endorsement of any product or service by JEWELERS FOR
(2) RETAILER shall be solely responsible for all marketing efforts, and shall hold JEWELERS FOR
CHILDREN harmless from all costs.
(3) RETAILER is responsible for executing a co-venture agreement with each manufacturer/supplier
participating in the program that RETAILER has agreed to work with. RETAILER further agrees to provide
each manufacturer/supplier who signs a co-venture agreement with RETAILER a full accounting of items
sold and the sales price during the time period by April 30, 2012.
B. JEWELERS FOR CHILDREN
(1) JEWELERS FOR CHILDREN will provide in writing or otherwise any affirmation as may be required,
acknowledging its consent and participation in this royalty arrangement.
(2) JEWELERS FOR CHILDREN will provide a representative who will act as the spokesperson for
JEWELERS FOR CHILDREN as may be reasonably required to discuss the program and endorse the
program to representatives of the media or regulatory community.
(3) JEWELERS FOR CHILDREN will provide templated marketing materials to be used for the campaign
that RETAILER can customize for their own situation.
4. COMPLIANCE WITH LAWS. JEWELERS FOR CHILDREN and RETAILER acknowledge their own
independent responsibility to comply with all applicable laws pertaining to the activity contemplated by
5. RELATIONSHIP OF THE PARTIES. It is the intent of the parties to create a royalty agreement, but in no
event to be joint venturers. At no time shall JEWELERS FOR CHILDREN advertise the products of
RETAILER or otherwise provide business services in any manner that would change the nature of the
payment from RETAILER from anything other than passive royalty income to JEWELERS FOR CHILDREN.
6. NON-EXCLUSIVITY. This Agreement shall not be construed to limit JEWELERS FOR CHILDREN from
entering into other similar promotions with other entities throughout the term of this Agreement.
7. MUTUAL INDEMNITY. Each party agrees to indemnify and hold, including their respective employees
and agents, harmless from and against any and all costs, losses or expenses, including reasonable
attorney fees, that either party may incur by reason of any claim or suit arising out of or in connection
with the other party's performance or failure to perform pursuant to this Agreement, or due to the
breach of any representations and warranties contained herein, or resulting from any of the following as
they relate to the promotion:
(a) Infringement of any patent, trademark or copyright.
(b) Property damage or personal injury or death resulting from the sale or distribution of defective
(c) False or deceptive advertising.
(d) Failure to comply with applicable laws.
8. ASSIGNMENT. This Agreement may not be assigned by either party without first obtaining written
consent from the other. Said consent shall be given or withheld in the sole discretion of the requested
9. ENTIRE AGREEMENT. This Agreement represents the entire agreement by and between the parties
hereto, and all prior under-standings or writings are deemed merged herein.
This Agreement shall not be altered, amended or modified except by a writing signed by each of the
10. BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of the respective
party's successors or assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on day and year first above
By: ______________________________________By: ____________________________________
Date: _____________________________________Date: __________________________________