Safari Club International 1.0 Introduction 1.1 In the final recommendations of the SCI & SCI Foundation Business Process Review (dated January 1, 2008), it was stated that the multiplicity of SCI and SCI Foundation logos in use is confusing at best and results in a loss of opportunity for consistent branding as well as in a potential diminishing of the brand if appropriate logo usage is not enforced. SCI and SCI Foundation have not only a plethora of logos about which to be concerned, but also an inventory of other intellectual property that must be protected. 2.0 Purpose Statement 2.1 SCI Foundation and SCI have adopted and are using a large library of names, logos and emblems as trademarks in an effort to protect the identity of the organizations and their goods and services. This library and all of its contents include intellectual property consisting of registered and common law trademarks, copyrighted works and other information and material proprietary to SCI Foundation and SCI. SCI Foundation has licensed its intellectual property to SCI pursuant to a license agreement effective January 1, 2000. That license agreement granted SCI the right to sublicense the intellectual property to authorized SCI chapters. The purpose of the SCI is to define ownership and rights of SCI Foundation s intellectual Property licensed to SCI and SCI s intellectual property and to provide policies and an administrative body to govern those policies. Compliance with these policies is necessary not only for proper corporate governance, but to protect SCI Foundation s and SCI s intellectual property. 3.0 Terms and Definitions 3.1 Board or Board of Directors as used herein shall mean the SCI Board of Directors. 3.2 CIPD shall mean the Centralized Intellectual Property Database, described in Section 4.0 below. 3.3 EC as used herein shall mean the SCI Executive Committee. 3.4 Intellectual Property as used here shall mean the SCI intellectual property and SCI Foundation intellectual property licensed to SCI and includes the corporate seal, emblem, name, logo, trademark, member lists, donor lists, mailing lists or other items to which SCI or SCI Foundation has the rights, whether of not such the Intellectual Property is formally registered with the United States or other local, national or international authority. 3.5 IP Agreement as used herein shall mean the written agreement relating to Intellectual Property, dated effective January 1, 2000, by and between SCI and SCI Foundation. 3.6 SCI Foundation as used herein shall mean Safari Club International Foundation, a Nevada nonprofit corporation, exempt from tax as a Section 501(c)(3) organization. 3.7 SCI as used herein shall mean Safari Club International, an Arizona nonprofit corporation, exempt from tax as a Section 501(c)(4) organization. 4.0 Establishment of SCI Centralized Intellectual Property Database 4.1 The Executive Director shall establish a Centralized Intellectual Property Database ( CIPD ) wherein will be maintained a record of all of SCI s Intellectual Property. 1
4.2 The CIPD shall be updated on a regular basis to include the authorized licenses and sublicenses of Intellectual Property with at least the date of such license or sublicense, grantee, term, and a description of the use granted under the license or sublicense. 4.3 CIPD shall be maintained and administered by the Executive Director or the Executive Director s designee, with access limited to a specified number of designated individuals. 5.0 Use of Intellectual Property 5.1 Intellectual Property may not be used by any person or entity unless otherwise authorized in a writing that defines the terms, limitations on and conditions of use, and which is signed by the grantee of the use. 5.1.1 Grants of Use. No grant of use may be made that is inconsistent with this Policy, the Bylaws, or a Chapter sublicensing agreement, and in all cases a use must not violate the IP Agreement. 5.1.2 Approval by SCI Foundation. Except for sublicenses to SCI chapters, all other sublicenses and grants by SCI are subject to final approval by SCI Foundation pursuant to the IP Agreement, including those by the Board, EC, or Executive Director. 5.1.3 Board and EC. The Board of Directors or EC may authorize any use not inconsistent with the IP Agreement. 5.1.4 Executive Director. The Executive Director may authorize uses, which are not exclusive in nature. 5.1.5 Exclusive Use. As used in this Section, an exclusive use is one where a maker of certain goods or a provider of services is granted a right to use Intellectual Property exclusive of all others who make similar or identical goods, or provide similar services. 5.1.6 CIPD. All licenses for use shall be entered into the CIPD. 5.2 Any use of Intellectual Property for personal financial gain, whether directly or indirectly, by a director, officer, member or other person related to or affiliated with such persons, may constitute private benefit, private inurement, an excess benefit transaction, and/or constitute a conflict of interest, and any license or use agreement shall include terms and conditions designed to avoid such a result. Intellectual Property shall not be used for marketing or other purposes having financial implications to the person or entity seeking the use of the Intellectual Property without the express written permission of SCI consistent with this Policy. 5.3 SCI shall protect the use of Intellectual Property and, where appropriate, shall take actions reasonably necessary to restrict its use to authorized purposes only. 6.0 Chapter Use of Intellectual Property. 6.1 Each Chapter shall sign a sublicensing agreement with SCI in the form attached as Exhibit A governing the use and consideration for such use of the Intellectual Property. 6.1.1 The Membership and Chapter Development Department shall administer the relationships with Chapters, but no sublicensing agreement may be entered into with a Chapter until after the Board has approved such organization as a Chapter. 6.1.2 No Chapter shall have any right to the use of Intellectual Property except pursuant to a sublicensing agreement. 6.1.3 Each Chapter having a valid sublicensing agreement shall be entitled to use Intellectual Property so licensed, in accordance with the terms, conditions and limitations of the sublicense, as long as the sublicensing agreement remains in force and effect. 2
6.1.4 All Chapter sublicensing agreements and related information shall be entered into the CIPD. 6.2 A Sables Committee within a Chapter may use Intellectual Property subject to the terms and conditions of a Chapter s sublicensing agreement. 6.3 Further Sublicense or Grant of Use. 6.3.1 No Right to Sublicense. No Chapter shall have the right to further sublicense the use or grant any use whatsoever of Intellectual Property to any individual or entity. 6.3.2 Sister or Affiliated Organization. The prohibition against a Chapter further sublicensing extends to and includes, without limitation, the prohibition against granting or authorizing any use by an organization that, directly or indirectly contributes to; has the same or similar membership of, has been created by, adheres to the same or similar missions, purposes or objectives as; controls, is controlled by, under common control with or is otherwise affiliated with the Chapter (hereinafter referred to as Sister Organization ). 6.3.3 Additional Sublicense. Any Sister Organization seeking to use Intellectual Property must enter into a sublicensing agreement with SCI, which shall govern the authorized use and consideration for such use by such Sister Organization. 6.4 Termination of a Sublicense and/or Agreement. 6.4.1 Revocation, Withdrawal, Dissolution or Other Termination. Upon final determination of the revocation of a Chapter s charter, withdrawal of a Chapter, dissolution of a Chapter, any other direct or indirect termination of a Chapter s relationship with SCI, or as otherwise specified in the sublicensing agreement, that Chapter s sublicensing agreement shall terminate and thereafter become null and void and such Chapter shall immediately cease any and all use of Intellectual Property. 6.4.2 Sister Organization. If a Chapter is operating with a Sister Organization and has permitted such Sister Organization to use any Intellectual Property, any such implied license, sublicense or grant is deemed revoked and terminated immediately upon the revocation of a Chapter s charter, withdrawal of a Chapter, dissolution of a Chapter or any other action that occurs or is taken to terminate a Chapter s relationship with SCI. 6.4.3 Suspension. If the charter of a Chapter is suspended, the EC, upon recommendation from the Director of Member and Chapter Services, shall determine whether to leave the sublicensing agreement in effect during the period of suspension. 6.5 Chapter Logos and Alternation of Intellectual Property. 6.5.1 Prior to August 25,. Subject to SCI s right to withdraw approval for such modified logos at any time in its sole and absolute discretion, Chapters using logos (either the lion and shield or the First for Hunters ) that were modified prior to August 25, to include the Chapter s name as permitted in accordance with SCI s practice and procedure and that submitted such logos to SCI s Director of Member and Chapter Services for approval prior to August 25,, are grandfathered as approved logos, so long as such logos were approved by Membership and Chapter Services in due course. 6.5.2 From and after August 25,. From and after August 25,, Chapters may create a Chapter logo that does not require EC prior approval if the Chapter s sole change to the SCI First for Hunter s Logo is the addition of the Chapter s name. If a Chapter desires to make: (a) any changes other than the addition of the Chapter s name to the SCI First for Hunters logo, (b) any additions or changes to other Intellectual Property or (c) other creation of logos utilizing Intellectual Property, the 3
Chapter must have prior written approval from the SCI EC for such alternation, creation or new logo or Intellectual Property. 6.5.3 No Use Without Prior Approval. No Chapter shall use, in any manner, a chapter logo that includes Intellectual Property that has not been previously approved by SCI in accordance with this Policy, as it may be amended from time to time, or the Chapter s sublicensing agreement. 6.5.4 Approval Process. A Chapter may seek approval of a proposed modified logo or other Intellectual Property by submitting a prototype to the Membership and Chapter Development Director, who shall prepare it for submission to the EC for consideration. At the first regularly scheduled EC meeting after receipt of such prototype, the EC shall determine whether the modified logo or other Intellectual Property embodies the spirit and purposes of SCI. If the EC determines the prototype does not meet the requirements of SCI, the prototype shall be returned to the Chapter with an explanation as to why such logo was not approved. If the EC determines the prototype is approved by the EC, the EC shall submit such emblem for approval by the Board at its next regularly scheduled meeting. 6.5.5. Training. The Field Operations team shall present logo modification and Intellectual Property information and this policy during annual Chapter Presidents training. 7.0 Affiliated Membership Organizations 7.1 Affiliate Membership Organizations are those membership organizations that support the missions and goals of SCI and/or SCI Foundation specifically to protect the freedom to hunt, to conserve wildlife, to promote hunting as a tradition and as an invaluable wildlife management tool, and to educate others on these fundamental principals. After subscribing to these principals, the Affiliate Member Organization shall be bound by the guidelines as set forth by the Board of Directors or in any agreement between the Affiliate Member Organization and SCI. 7.2 The Board of Directors must approve all Affiliate Member Organizations. 7.3 SCI may grant to an Affiliated Member Organization, after approved by the Board, a nonexclusive sublicense to use Intellectual Property in the form attached as Exhibit B solely in connection with the Affiliate Member Organization s activities related to SCI. 7.4 The Affiliate Member Organization s rights to use Intellectual Property are subject to, and limited by, the Affiliate Member Organization s compliance with the terms, limitations and conditions of a sublicense agreement for Affiliated Member Organizations, which shall be signed by the Affiliated Member Organization. 7.5 The Affiliate Member Organization shall use Intellectual Property only as set forth in the sublicense agreement and as allowed by any other guidelines and directives adopted by the EC or the Board of Directors of SCI. 7.6 While preserving and without waiving its other remedies and rights as provided in the sublicense agreement with the Affiliate Member Organization, if an Affiliate Member Organization fails to meet the requirements or limitations for use of Intellectual Property, SCI may choose to provide written notice to the Affiliate Member Organization of the failure and providing a period of thirty (30) days in which to cure the failure, deficiency and/or impropriety before terminating the relationship with the Affiliate Member Organization. 4
7.7 The Membership and Chapter Development Department shall administer the relationships with Affiliated Member Organizations, but no sublicensing agreement may be entered into with an Affiliated Member Organization until after the Board has approved such organization as an Affiliated Member Organization. 7.8 All Affiliated Member Organization agreements and related information shall be entered into CIPD. 8.0 Limited One-Time Logo Use for Donated Auction Item 8.1 SCI may grant a limited, nontransferable, nonexclusive license for a one-time use of Intellectual Property through execution of a form Letter of Agreement One-Time Logo Use for Donated Auction Item in the form attached as Exhibit C. 8.2 The licensee must agree in writing to, among other terms and conditions: (1) use the Intellectual Property only as provided in Letter of Agreement for the item donated in connection with the event identified in the Letter of Agreement, (2) use the Intellectual Property only in the form provided by SCI without any modifications or alterations of any kind, (3) not to use the Intellectual Property for any purpose other than as stated in the Letter of Agreement, nor to provide it to any other person or entity for use, and (4) if SCI does not use or accept the donated item for any reason, the licensee may not use, sell or distribute the item without first removing all signs of Intellectual Property. 8.2.1 Policies and Procedures. The Letter of Agreement or related policies and procedures of the SCI s Convention Department may require the licensee to provide SCI with a sample copy, prototype or image of the item to be donated for review for conformance with the terms outlined in the Letter of Agreement. 8.2.2 Return of Item. If SCI determines, in its sole and absolute discretion, that the item to be donated is unacceptable, SCI shall notify the licensee and return the item. SCI shall provide a written reminder that licensee is to remove all signs of Intellectual Property from the item prior to use, sale or distribution. 8.3 The licensee must agree to promptly notify SCI of any infringement or unauthorized use of the Intellectual Property, and of any other acts of unfair competition detrimental to the interests of SCI and to its rights in the Intellectual Property. 8.4 No Letter of Agreement may be executed without prior written approval of the Executive Director, or the EC. 8.5 The Convention - Auctions Department shall administer the agreements and procedures for the limited one-time logo use for donated items. 8.6 All limited one-time logo use agreements and related information shall be entered into CIPD. 9.0 Limited Logo Use for Members/Third Party Requests 9.1 Subject to all the other restrictions set forth in this Policy, the Bylaws and the IP Agreement, SCI may grant a limited, nontransferable, nonexclusive license in the form attached as Exhibit D to use Intellectual Property by members for personal, noncommercial uses; or to a third party in connection with work or services for or on behalf of SCI or promotion of SCI and in accordance with any restrictions set forth in the sublicense agreement. 9.2 SCI Foundation must approve any such agreements. 9.3 Any member requesting a license must be a current member of SCI in good standing. 9.4 Any third party requesting a license must be working for or on behalf of SCI or for the promotion of SCI, not delinquent in providing its services or products, and reputable in the community. 5
9.5 Prior to any request under this Section being granted, the Executive Director shall review the request to ensure it is not inconsistent with the terms of the Policy, the Bylaws or the IP Agreement, or any other agreement currently in force relating to Intellectual Property, and determine whether to grant the use of the Intellectual Property. 9.6 Approval to grant a license is subject to a determination within the sole discretion of the Executive Director that the intended use is in the best interests of SCI and is not subject to appeal. 9.7 If the Executive Director determines to grant a request under this Section, the licensee must sign a written sublicense agreement including the terms, limitations and conditions under which the Intellectual Property may be used. 9.8 The Executive Director, or his designee, shall administer the sponsorship agreements and procedures for the limited logo use in connection with for donated items. 9.9 All limited one-time logo use agreements and related information shall be entered into CIPD. 10.0 Sponsorship Agreement with Limited Logo Use 10.1 Subject to all the other restrictions set forth in this Policy, the Bylaws and the IP Agreement, SCI may grant a limited, nontransferable, nonexclusive license in connection with a sponsorship in the form attached as Exhibit E to use Intellectual Property by approved sponsors in connection with the sponsorship related activities on behalf of SCI or promotion of SCI and in accordance with any restrictions set forth in the sublicense agreement. 10.2 SCI Foundation must approve any such agreements. 10.3 Any third party requesting a license as part of a sponsorship must be promoting SCI, not delinquent in providing its services or products, and reputable in the community. 10.4 Prior to any request under this Section being granted, the Executive Director shall review the request to ensure it is not inconsistent with the terms of the Policy, the Bylaws or the IP Agreement, or any other agreement currently in force relating to Intellectual Property, and determine whether to grant the use of the Intellectual Property. 10.5 Approval to grant a license as part of a sponsorship agreement is subject to a determination within the sole discretion of the Executive Director that the intended use is in the best interests of SCI and is not subject to appeal. 10.6 If the Executive Director determines to grant a request under this Section, the sponsor must sign a written sponsorship agreement including the terms, limitations and conditions under which the Intellectual Property may be used. 10.7 The Executive Director, or his designee, shall administer the agreements and procedures for the logo use in connection with the sponsorship. 10.8 All sponsorship agreements and related information shall be entered into CIPD. 11.0 Confidentiality 11.1 Every member of the SCI Board of Directors, in accordance with his duties to SCI, whether acting as a member of a Committee or in some other capacity, has a fiduciary responsibility to maintain the security and internal confidentiality of SCI information in order to protect the interests of SCI. In particular, but without limitations, confidentiality must be maintained as to SCI member lists, vendor lists, mailing lists, and all other Intellectual Property. 6