MEMORANDUM OF UNDERSTANDING
STATEMENT OF RELATIONSHIP
Introduction
Incorporated in 1978, Services and Advocacy for Gay, Lesbian, Bisexual and
Transgender Elders (SAGE) is the country’s oldest and largest organization dedicated
to improving the lives of the LGBT older adults. The mission of SAGE is to lead in
addressing issues related to lesbian, gay, bisexual and transgender (LGBT) aging. In
partnership with its constituents and allies, SAGE works to achieve a high quality of life
for LGBT older adults, supports and advocates for their rights, fosters a greater
understanding of aging in all communities, and promotes positive images of LGBT life in
later years. SAGE (hereinafter referred to as "Founding SAGE") is headquartered in
New York City, with offices in Washington, D.C. and Chicago, and is the sponsor of the
National Resource Center on LGBT Aging and the country’s first full-time LGBT older
adult center, The SAGE Center.
Founding SAGE and SAGE affiliates form a diverse and independent network that are
committed to the SAGE mission, as described above, and bound by the terms of this
Statement of Relationship. This network is known as SAGENet. Founding SAGE and
SAGE affiliates are independent entities with no financial affiliations to each other.
Founding SAGE and SAGE affiliates are LGBT older adult social service and advocacy
organizations. This Statement of Relationship represents the commitment of Founding
SAGE and SAGE affiliates to approach our shared mission in a mutually supportive
manner -- mindful of each organization’s independence, respectful of each other’s
strengths, and with enthusiasm for the mission, goals and philosophy outlined in the
paragraph above.
In consideration of the foregoing and the mutual commitments contained herein,
Founding SAGE and SAGE Maine enter into this Statement of Relationship and binding
legal agreement in order to strengthen our shared mission as described above.
1. Representations of the Parties
Founding SAGE and SAGE Maine represent that each is a corporation, or
part of a corporation, validly existing and duly organized under the laws of the
State of New York and the State of Maine, respectively.
The parties represent and warrant that each of their stated purposes include:
a.
b.
c.
d.
To improve the overall quality of life for LGBT older adults;
To support and advocate for the rights of LGBT older adults;
To foster a greater understanding of aging in all communities;
And to promote positive images of LGBT life in the later years.
The parties represent and warrant that each has the authority to enter into
this Agreement and that each is not a party to any other agreement which
prohibits the entering into of this Agreement or which renders any provision of
this Agreement ineffective or unenforceable.
2. Agreements of Founding SAGE
Founding SAGE agrees that, to the extent reasonably practical, it shall
support SAGE Maine’s activities consistent with the mission and goals of
SAGE and SAGENet.
Founding SAGE agrees, to the extent reasonably practical, to provide
guidance and assistance to SAGE Maine with regard to the creation of
programs on behalf of LGBT older adults.
Founding SAGE agrees, to the extent reasonably practical, to maintain
communication with SAGE Maine and to solicit input from SAGE Maine with
regard to policies that have a significant impact on SAGE Maine.
As more specifically detailed below, Founding SAGE grants to SAGE Maine a
non-exclusive right to use the trademarks, service marks, logotypes, or other
symbols of Founding SAGE, as well as copyrighted material owned by
Founding SAGE, without fee or royalty of any kind.
3. Agreements of SAGE affiliate
As long as notice has been provided, SAGE Maine agrees to comply with any
lawful policy adopted by Founding SAGE and intended to apply to SAGE
affiliates, or in the alternative to Disaffiliate (see below). This provision does
not apply where exemption has been obtained with the express permission of
Founding SAGE.
SAGE Maine agrees to promote the SAGE mission, as described throughout
this Statement of Relationship, and further agrees to support and promote the
strategic initiatives of SAGENet developed collaboratively by Founding SAGE
and SAGE affiliates.
As more specifically detailed below, SAGE Maine grants to Founding SAGE a
non-exclusive right to use copyrighted material owned by SAGE Maine
without fee or royalty of any kind.
4. Names
Founding SAGE will use the name SAGE and SAGE USA. SAGE affiliates will be
designated by SAGE plus geographic area or other limiting descriptor (e.g. SAGE
Atlanta, SAGE Metro St. Louis).
5. Trademarks and Copyrights
Trademarks
a. License to Use Trademarks
Founding SAGE hereby grants SAGE Maine a non-exclusive right to use (but not
to modify) – without the payment of royalties or fees of any kind during the term
of this Agreement – all trademarks, service marks, trade names, logotypes, or
other symbols developed by Founding SAGE together with the goodwill
associated therewith (collectively, “Proprietary Marks”), to the full extent that
Founding SAGE has rights therein. SAGE Maine acknowledges that the
Proprietary Marks belong to Founding SAGE, and SAGE Maine agrees to use
only those Proprietary Marks approved by Founding SAGE in connection with
carrying out the purposes of SAGE and SAGENet. Without the prior written
consent of Founding SAGE, SAGE Maine shall not assign, sublicense or
encumber the Proprietary Marks.
b. Obligations of SAGE Maine
SAGE Maine hereby agrees to execute any documents deemed necessary by
Founding SAGE or its counsel to obtain protection for the Proprietary Marks or to
maintain their continued validity and enforceability. If litigation involving the
Proprietary Marks is instituted or threatened against SAGE Maine, SAGE Maine
will promptly notify Founding SAGE. SAGE Maine shall use the Proprietary
Marks in accordance with applicable law.
c. Non-Exclusivity of License to Use Proprietary Marks
The right and license of the Proprietary Marks granted under this Agreement is
non-exclusive, and Founding SAGE retains the rights, among others, to use the
Proprietary Marks itself, to grant other licenses for the use of the Proprietary
Marks in addition to those licenses already granted to existing SAGE affiliates;
and to substitute different Proprietary Marks for use in identifying SAGENet.
SAGE Maine agrees to cease using the current Proprietary Marks upon the
request of Founding SAGE if Founding SAGE gives reasonable notice that the
Proprietary Marks will no longer be used by SAGENet, or if Founding SAGE, in
its discretion, determines the substitution of different Proprietary Marks will be
beneficial to SAGENet.
d. Termination of License
Upon the termination of this Agreement, SAGE Maine shall cease any and all use
of the Proprietary Marks.
Copyrights
a. Ownership of Copyrights
The parties hereto agree and acknowledge that any copyrightable material
produced by either of them belongs to the originator of such material. Unless
otherwise agreed by the parties in writing, Founding SAGE and SAGE Maine
shall own the copyright to any materials produced jointly between Founding
SAGE and SAGE Maine.
b. Right to Use Copyrighted Material
Notwithstanding the foregoing provision, each party agrees that the other has the
unrestricted right to use its copyrighted material without fee, royalty, or other
costs during the term of this Agreement. The license to use such material granted
hereby is limited to the direct use by either Founding SAGE or SAGE Maine for
the purpose of carrying out the mission of SAGE and SAGENet.
c. Non-Exclusivity of Copyright License
The right and license to copyrights as described above is non-exclusive. Nothing
in this Agreement shall be construed as prohibiting either Founding SAGE or
SAGE Maine from granting other licenses for the use of the copyrighted material
they own over to other persons or entities, with or without fee.
d. Termination of License
Upon their termination of this Agreement, each party shall cease any and all use
of the other’s copyrighted material and shall return same promptly.
6. Fundraising
The parties agree that each is free to engage in any fundraising activities consistent
with the mission and goals of SAGE and SAGENet, without permission from the
other party, with the following limitations:
a. Foundations
SAGE Maine shall approach only foundations local to the area SAGE Maine
serves, except for foundations that are already funding SAGE Maine at the
signing of this Agreement. With advance discussion with, and disclosure to
Founding SAGE, SAGE Maine may also approach foundations outside its local
area; however, Founding SAGE reserves the right to decline approval for a
specified period of time for these types of foundation approaches where such an
approach would conflict with a time-bound conversation that is already underway
between Founding SAGE and the same national foundation in regards to
SAGENet or another SAGE affiliate. Founding SAGE shall not approach
foundations local to the area SAGE Maine serves, unless said foundation
provides funding for programs and organizations outside SAGE Maine’s local
area. Founding SAGE and SAGE Maine may agree to jointly approach a
“national foundation” outside the geographic area served by SAGE Maine.
b. Corporations
SAGE Maine may seek financial support from local corporations, and from local
branches of national corporations. With advance discussion with, and disclosure
to Founding SAGE, SAGE Maine may approach a national corporation outside its
local area; however, SAGE reserves the right to decline approval for a specified
period of time for these types of foundation approaches where such an approach
would conflict with a time-bound conversation that is already underway between
SAGE and the same national foundation in regards to SAGENet or another
SAGE affiliate. Founding SAGE shall not approach local corporations, or local
branches of national corporations, within the geographic area of SAGE Maine
unless said corporation provides funding for programs outside SAGE Maine’s
local area.
7. Assets and Liabilities
The parties acknowledge and agree that each of them shall own and shall have
complete control over its assets and shall have complete responsibility for all of its
liabilities without interference by the other party for so long as this Agreement is in effect
between the parties unless otherwise specifically agreed upon by both parties.
8. Term of Agreement
The term of this Agreement is one (1) year. The Agreement is renewable upon the
express written consent of both parties.
9. Disaffiliation
Either party may terminate this Agreement in writing, with a minimum of thirty (30) days
notice.
10. Entire Agreement; Modification
This Agreement constitutes the entire agreement between the parties with respect to the
subject matter hereof, superseding all prior negotiations, correspondence,
understandings and agreement, if any, between the parties. No amendment or
modification of this agreement shall be binding on the parties unless made in writing
and duly executed by both parties. There are no oral or implied agreements and no oral
or implied warranties between the parties other than those expressed herein.
11. Governing Law
This agreement is made and shall be governed by, construed, and interpreted under the
laws of the state of New York.
This Agreement is entered into by Services and Advocacy for GLBT Elders (“Founding
SAGE”), a New York corporation, and SAGE Maine this ___ day of __________, 2013.
For SAGE: _____________________________
For SAGE Maine: ________________________
Douglas Kimmel, Co-chair