Foundation's Original "Confirmatory Agreement"
THIS IS TO CONFIRM the following agreement existing between URANTIA Foundation, a religious educational foundation created by Declaration of Trust dated January 11, 1950, having its principal office at 533 Diversey Parkway, Chicago, Illinois 60614 (hereinafter referred to as ''The Foundation'), and (name of Society) a constituent society of the URANTIA Brotherhood (hereinafter referred to as "the Society"), having its principal office at (address of Society) the said URANTIA Brotherhood being a social, fraternal, and not-for-profit association with a religious objective, and having its principal office at 533 Diversey Parkway, Chicago, Illinois 60614 (hereinafter referred to as "the Brotherhood").
WHEREAS the Foundation, pursuant to its establishment in 1950, commenced the use of the word URANTIA and of a symbol comprising three concentric circles to identify itself, its religious educational services, and its various publications, and has registered both the word and the symbol as its trademark and as its service mark; and
WHEREAS the Society is a duly authorized, chartered, and recognized, social, religious educational, not-for-profit, association affiliated with the Brotherhood, and has been authorized and permitted by the Foundation to make limited and prescribed uses of the word URANTIA and of the concentric-circles symbol under the supervision and control of the Foundation - as expressly accepted and agreed by the Society - since the establishment of the Society; and
WHEREAS the Foundation has, pursuant to the aforesaid authorization and agreement, at all times subsequent to their adoption and use by the Society, supervised and controlled the use of the aforesaid word URANTIA and of the concentric-circles symbol by the Society; and
WHEREAS the Society has strictly and faithfully observed and followed all of the requirements of the Foundation in the use of the word URANTIA and of the said symbol; and
WHEREAS the Foundation and the Society are agreed that it is desirable that the aforesaid authorization and agreement be confirmed by an instrument in writing, for the benefit and protection of the parties and of the aforesaid trademarks and service marks --namely, the word URANTIA and the concentric-circles symbol;
NOW, THEREFORE in consideration of the premises. which are an integral part of this Agreement, and of the respective covenants and undertakings of the parties hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Foundation and the Society agree as follows:
1. The Foundation hereby confirms that heretofore, on November 1, 1969 it granted. and the Foundation does hereby grant nunc pro tunc as of November 1, 1969 to the Society the non-exclusive and non-transferable license and permission to use the word URANTIA as the distinguishing part of the name of the Society and to use and display the concentric-circles symbol, only in connection with official Society activities (on the specific items of stationery, documents, and name tags), and for no other purpose nor in any other manner without prior written permission from the Foundation - subject to the terms and conditions hereinafter set forth - namely:
(a) The Society has used and displayed, and will use and display, the word URANTIA only in such manner, and in such style of lettering and/or in association with such other accompanying material, as the Foundation has heretofore prescribed and communicated, and will from time to time prescribe and communicate, to the Society;
(b) The Society has used and displayed, and will use and display, the said symbol, only in such manner, and in such color and/or in association with such other accompanying material, as the Foundation has heretofore prescribed and communicated, and will from time to time prescribe and communicate, to the Society;
© The Society has used and displayed, and will use and display, its name (including the word URANTIA) and the said symbol, only in connection with its performance of non-profit services of a nature and quality which conform to the standards which the Foundation has heretofore prescribed and communicated, and will from time to time prescribe and communicate, to the Society;
(d) The Society has not used, and will not use, the word URANTIA or the said symbol as a part of any trademark or service mark of the Society, or in connection with any other trademark, service mark, word, symbol, letter, or design, or as a business style; and the Society has not used, and will not use, the word URANTIA or the said symbol in any other manner, without the prior written approval and consent of the Foundation;
(e) The Society has not adopted or used, and will not at any time (either during the continuance of this Agreement or at any other time thereafter) adopt or use, any trademark, service mark, trade name, business style, or form of advertisement, of such similarity to the word URANTIA or to the said symbol that such use would be likely to cause confusion, or mistake, or deception;
(f) The Society has displayed, and will display, appropriate notice of registration of the word URANTIA and of the said symbol, as directed by the Foundation;
(g) The Society has conducted, and will conduct, all its business and other activities in accordance with the highest business, moral, and ethical standards, and has exerted and will at all times exert its best efforts to maintain, promote, and create goodwill for the benefit of the Foundation in connection with the Society's use of the word URANTIA and of the said symbol in relation to and as a part of said business and other activities;
(h) The Society has not extended, and will not extend, the use of the word URANTIA or of the said symbol to any services, activities, or goods, other than those hereinbefore specified and described, except upon the prior written approval and consent of the Foundation;
(I) To insure the observance of the aforesaid standards and any other standards hereafter prescribed by the Foundation, the Society will permit representatives of the Foundation to examine and review, at all reasonable times, the nature and quality of any and all services and activities being performed by the Society in connection with which the Society is making or proposes to make any use or display of the word URANTIA and/or of the said symbol.
2. The Society acknowledges, and will at all times hereafter acknowledge, the Foundation's exclusive ownership of, and right, title, and interest in and to, the word URANTIA and in and to the said symbol, and further acknowledges and will acknowledge that all use thereof by the Society has inured, and will continue to inure, to the benefit of the Foundation. The Society will not at any time do or cause to be done any act or thing which will directly or indirectly contest, or in any way impair, or tend to impair, any part of the Foundation's ownership of, or right, title, or interest in and to, the word URANTIA and in and to the said symbol.
3. In the event that any infringement, threatened infringement, or misuse, of the word URANTIA and/or of the symbol is brought to the attention of the Society, the Society will forthwith notify the Foundation of all the facts known or readily available to it relating to such infringement, threat of infringement, or misuse. In such event, the Society will provide all information and assistance in its power to assist the Foundation in any action, suit, or other proceeding, relating to such infringement, threatened infringement, or misuse; provided, however, that the institution and maintenance of litigation or other proceedings in connection therewith shall at all times be at the sole discretion and expense of the Foundation.
4. The Society will assist the Foundation (at the Foundation's sole expense) in maintaining the said word URANTIA and the said symbol as valid and subsisting trademarks and service marks, in supplying any requested records, documents, or material in connection with applications for the registration thereof, and in preserving and supporting any and all registrations thereof in a valid and enforceable condition. The Society will not, at any time (either during the continuance of this Agreement or at any time thereafter), file application in any jurisdiction to register the word URANTIA or the said symbol, or any confusingly similar word or symbol, as a trademark or service mark, either in its own name or in the name of any person, association, or corporation that is related to, or affiliated with, the Society.
5. Upon the request of the Foundation, and at the Foundation's expense, the Society will apply, or join with the Foundation in applying, for the recording of this Agreement, or any condensation or abbreviation hereof, in such governmental or other appropriate office or offices as the Foundation may designate, and will execute such further documents, including registered user agreement, as the Foundation may require, in order to evidence and to protect the rights of the Foundation in and to the word URANTIA, the said symbol, and this Agreement, and will record, or join with the Foundation in recording, such further documents in such governmental office or offices as the Foundation may designate.
6. This Agreement shall be effective for an unlimited period of time; but, in order that the Foundation may have unrestricted power and authority to control and supervise the use of the word URANTIA and of the said symbol, this Agreement may be canceled by the Foundation upon delivery of written notice thereof to any two (2) officers of the Society. Breach of this Agreement by the Society need not be shown by the Foundation prior to cancellation, but the Foundation may at all times cancel this Agreement, without cause, at its sole and exclusive discretion.
7. Upon termination or cancellation of this Agreement, for any reason, the Society forthwith shall cease and desist from any and all use of the word URANTIA and of the said symbol.
8. Neither this Agreement nor any interest herein is or shall be assignable or transferable by the Society (whether by way of assignment, sublicensing, operation of law, or otherwise) unless the written approval and consent of the Foundation to any such assignment or transfer is first obtained. Any attempted assignment or transfer by the Society of any right created hereunder or of any interest herein, without first obtaining the written approval and consent of the Foundation thereto, shall be null and void, and shall, at the Foundation's election, forthwith terminate and cancel this Agreement and all rights of the Society hereunder.
9. The interpretation and enforceability of this Agreement, and the performance hereunder by each of the parties, shall be governed in all respects by the laws of the State of Illinois.
10. Any notices given, authorized, or required to be given hereunder by one party to the other shall be made in writing and shall be deemed to have been given seventy-two (72) hours after mailing said notice at any post office in the United States, by certified or registered mail, first class postage prepaid, addressed to the respective addresses above stated or to any subsequent address of which either party hereto gives written notice to the other.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed and their respective official seals to be hereunto affixed, by their respective officers who are duly authorized so to do.
Signed and sealed at Chicago, Illinois this ___ day of, ______1974.
ATTEST: ________________________ _____________________ by - President Secretary
Signed and sealed at ________ this _____day if __________1974
ATTEST: ____________________ Secretary