Orange County Sanitation District RELEASE AND AUTHORIZATION TO USE "WHAT 2 FLUSH" LOGO AND/OR TRADEMARK This Agreement (the "Agreement") is made this day of, 20, ("Effective Date") by and between the Orange County Sanitation District, a County Sanitation District ("Owner"), and,a ("Licensee"). Owner and Licensee are sometimes hereinafter individually referred to as a "Party", and hereinafter collectively referred to as the "Parties". RECITALS A. WHEREAS, Owner is a duly organized County Sanitation District existing pursuant to the County Sanitation District Act, California Health and Safety Code section 4700, et seq., providing for the ownership, operation, and maintenance of wastewater collection, treatment, and disposal facilities within Orange County, California; and B. WHEREAS, Owner owns the trademark and all other related rights in the work entitled "What 2 Flush", registered on March 19, 2013, as Registration No. 4,304,437, containing an image and website (hereinafter, "Material"); and C. WHEREAS, Licensee is engaged in (describe activities relevant to desire to use Material), and desires to obtain the rights to copy, utilize and incorporate portions of the Material into its. NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows: 1. Owner hereby grants Licensee a non-exclusive, non-transferrable right to copy and use certain Material described in Exhibit "A", attached hereto and incorporated herein, in whole or in part, and to incorporate the Material, in whole or in part, into other works ("Derivative Works") for Licensee's use limited to. Licensee agrees to use such Material for educational purposes only. Licensee shall not alter the Material in any manner, and shall keep the integrity of the Material as is pursuant to the design guidelines described in Exhibit "B", attached hereto and incorporated herein. Any use of the Material by Licensee shall identify Owner. 2. All right, title and interest in the Material, including, without limitation, any copyright, trademark, or other related rights, shall remain with Owner. 939097.1
3. This Agreement shall commence on the Effective Date and remain in effect until terminated by either one of the Parties. In the event of a default by either Party, the non-defaulting Party shall be given written notice of such default. The defaulting Party shall have thirty (30) days from the date of the written notice to cure the default. If the default is not cured within the thirty (30) day period, this Agreement shall terminate, and the non-defaulting Party shall be entitled to pursue any and/or all applicable legal and equitable remedies. 4. This Agreement constitutes the entire agreement between the Parties and all other prior negotiations, agreements, representations and understandings are hereby superseded. 5. All notices or other documents (collectively Notices ) given hereunder shall be in writing and shall be addressed to the recipient and sent by personal delivery, electronic mail or United States certified mail, postage prepaid. Unless and until otherwise notified, the address of each of the Parties for the giving of Notices shall be: To Owner: Orange County Sanitation District 10844 Ellis Avenue Fountain Valley, CA 92708 Attention: Clerk of the Board Email: klore@ocsd.com To Licensee: Organization: Address: Attention: Email: 6. In the event of a dispute regarding performance or interpretation of this Agreement, the venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of California in the County of Orange. This Agreement shall be governed by the laws of the State of California. 7. This Agreement is entered into by and between the Owner and Licensee, and nothing herein is intended to establish rights or interests in individuals or entities not a party hereto. 8. A waiver of a breach of the covenants, conditions, or obligations under this Agreement by either Party shall not be construed as a waiver of any succeeding breach of the same or other covenants, conditions, or obligations of this Agreement. 9. Alteration, change, or modification of this Agreement shall be in the form of a written amendment, which shall be signed by both Parties. 939097.1
10. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 11. Each of the undersigned represents and warrants that they are duly authorized to execute and deliver this Agreement and that such execution is binding upon the entity on whose behalf they are executing this Agreement. IN WITNESS WHEREOF, this Agreement has been executed in the name of Owner, by its officers, thereunto duly authorized, and executed by Licensee as of the Effective Date above. ORANGE COUNTY SANITATION DISTRICT "Owner" Gregory C. Sebourn Chair, Board of Directors Kelly Lore Clerk, Board of Directors APPROVED AS TO FORM: Bradley R. Hogin General Counsel Organization Name (Licensee) President Secretary 939097.1
Exhibit "A" Material
EXHIBIT B CORRECT INCORRECT Logo Logo MUST be scaled proportionally. Logo cannot be redesigned Must be used as original design Colors Pantone: PMS 286 PMS CYMK: 100 cyan; 75 magenta; 0 yellow; 0 black 286 RGB: 0 red; 50 green; 160 blue; Web: #0032A0 A black version of the logo can be used only in the case of B&W printed materials Font requirements Headline: Swiss 911 CM BT (alternative headline font -- Impact) Body copy: Caslon Pro Font Sample What 2 Flush: Know what should go down the drain that is sewer safe It s simple, the toilet is only meant to flush the three P s pee, poop and paper. Unfortunately, over the years, people have turned the toilet into a trash can. From medications and sanitary products to deceased pet fish and cigarette butts, if it fits, people flush it. Flushing these types of items down the toilet causes home pipes to clog, wastes water (up to 5 gallons of water every time you flush) and most importantly can have a huge impact on our sewers, not to mention our ocean. Besides the three P s the only other thing going down the drain should be what comes out of the faucet. The toilet is not the only drain that people are using to get rid of unwanted waste; people are also known to use the kitchen sink as a trash can. Letting trash flow and go down the kitchen sink (or any other drain in the house) may cause pipes to clog and can eventually lead to sewage spills that harm the environment. Visit www.what2flush.com to learn how to properly dispose of common items that people flush or dump down the drain. Let s keep our wastewater flowing and our oceans clean. Educate yourself and others. Know What 2 Flush and what to put down the drain. Protect our sewers and environment! Copyright Copyright verbiage must appear on all materials 2013 Orange County Sanitation District (font: Arial or Helvetica; no smaller than 4 pt)