Affiliation Agreement

advertisement
Bunker Labs NFP Inc.
Affiliation Agreement
THIS AFFILIATION AGREEMENT (the “Agreement”) is effective as of the ____ day
of _____________, 20___, by and between Bunker Labs NFP Inc., an Illinois not for profit
organization (“Bunker Labs Corporate”), and _______________________ (the “Affiliate”),
(collectively, the “Parties”).
In consideration of the promises and covenants set forth in the Agreement, the Parties
agree as follows:
1.
Background. Bunker Labs Corporate is a 501(c)(3) organization whose mission is to
support veteran entrepreneurs in starting and growing their businesses. Bunker Labs Corporate
does so by offering a physical place for veterans to come work, connect, learn, and be in the
company of other veterans looking to also start and grow their businesses. Established in
Chicago, Illinois, Bunker Labs Corporate has established an affiliation to allow the Bunker Labs
Corporate brand to expand to establish a national network for veteran entrepreneurs (the
“Bunker Network”). Everything Bunker Labs Corporate does and represents is driven by the
question of how to support veteran entrepreneurs. In creating these affiliations, Bunker Labs
Corporate seeks to create a balance of offering local autonomy to local affiliates to adapt to local
veteran entrepreneurs needs, while also creating consistency for what Bunker Labs Corporate, as
a national organization, must represent and offer to its clients, to its funders, and to its brand. In
time and with maturity as an organization, Bunker Labs Corporate intends to expand the breadth
of the services that it offers veteran entrepreneurs, and will do so in partnership with affiliates.
The Affiliate has applied to become a member of the Bunker Network at an approved location
within the following territory: [PROVIDE EXACT LOCATION] (the “Approved Location”),
subject to the terms and conditions of this Agreement.
2.
Grant of Affiliation. Bunker Labs Corporate hereby grants to the Affiliate a nonexclusive license to be an affiliate of Bunker Labs Corporate upon the terms and conditions of
this Agreement. Bunker Labs Corporate specifically authorizes the Affiliate to conduct its
activities consistent with the mission and purposes of Bunker Labs Corporate and the Bunker
Network.
3.
Intellectual Property.
(a)
Ownership. The Parties acknowledge and agree that Bunker Labs Corporate is
the sole and exclusive owner of all rights, title and interest in certain registered trademarks and
EAST\96775575.3
various common law trademarks, service marks, logos, domain names and other commercial
symbols including, but not limited to, those listed in Exhibit A attached hereto (the “Marks”), as
well as certain proprietary information which includes methods, techniques, formats,
specifications, procedures, information, trade secrets, marketing programs or systems developed
by Bunker Labs Corporate for use in the operation of the Affiliate (the “Proprietary
Information,” and collectively with the Marks, the “Intellectual Property”). The Affiliate
shall not initiate or undertake any acts inconsistent with Bunker Labs Corporate’s ownership of
the Intellectual Property.
(b)
Grant. Subject to the terms and conditions of this Agreement, Bunker Labs
Corporate grants to the Affiliate the non-exclusive, non-transferable, fully paid-up, revocable,
royalty free right to use the Intellectual Property solely in the Approved Location and in
connection with the support of veteran entrepreneurs in starting and growing their businesses,
provided that the Affiliate adheres to the Trademark Use Guidelines established in Exhibit B
attached hereto, which may be amended from time to time by Bunker Labs Corporate, and that
any use of the Marks outside the guidelines requires Bunker Labs Corporate’s express written
approval. The right to use is not intended to convey any right, title or interest in the Marks to the
Affiliate except the right of non-exclusive use of the Marks in accordance with the terms hereof.
The Affiliate acknowledges that nothing herein prevents Bunker Labs Corporate from utilizing
the Intellectual Property in the Approved Location or elsewhere in any way whatsoever. The
Affiliate further acknowledges that its right to use the Marks is derived solely from this
Agreement and that all usage of the Marks by the Affiliate and any goodwill established thereby
shall inure to the exclusive benefit of Bunker Labs Corporate. The Affiliate shall not apply for
registration of any trademark, trade name, domain name, social media account or copyright that
incorporates the Marks, or any confusingly similar marks or names, without Bunker Labs
Corporate’s prior written consent, which may be withheld in Bunker Labs Corporate’s sole
discretion. The Affiliate shall not, during the term of this Agreement or thereafter, attack or put
in issue the title or any rights of Bunker Labs Corporate in and to the Marks.
(c)
Use of The Marks and Intellectual Property. The Affiliate understands and
agrees that the Intellectual Property represents the greatest shared asset to continue to attract
entrepreneurs, mentors, investors, and supporters to Bunker Labs Corporate’s efforts in
supporting veteran entrepreneurship. Bunker Labs Corporate logo depicted in Exhibit A may
not be altered and must be used and visible in any programming activities sponsored or
participated in by the Affiliate, whether at the Approved Location or elsewhere. Affiliate further
agrees that communication about the Affiliate’s business shall be distributed only from email
addresses approved by Bunker Labs Corporate. PowerPoint, correspondence, signature lines,
and email communication should follow a consistent format that is modeled off of Bunker Labs
Corporate and as approved by Bunker Labs Corporate in its reasonable discretion. While the
Affiliate may have other business interests, the use of the Approved Location should not serve
any financial or other interest of other businesses or organizations which are adverse to the
Bunker Network. Business cards for all the Affiliate’s staff must be consistent and may be
ordered through Bunker Labs Corporate. The Affiliate further agrees to note, where practicable,
on all promotional and informational materials, including any website, associated with the
Promotion the following legal notice for the use of any Bunker Labs Corporate registered
trademark: “The [Mark] is a registered trademark of Bunker Labs NFP Inc. and is used under
license.” The Affiliate covenants that, notwithstanding any other provision of this Agreement, it
EAST\96775575.3
2
will never take any action which it knows or has reason to know would threaten to injure the
image or reputation of Bunker Labs Corporate, the Marks or any of the Intellectual Property.
(d)
Prohibited Acts. Without limiting the generality of the foregoing, the Affiliate
agrees that the right to use does not include any right of Affiliate to do any of the following acts,
each of which is expressly prohibited: (w) manufacture, sell or distribute any items whatsoever,
including the packaging thereof, bearing the Marks unless Bunker Labs Corporate has provided
its express prior written permission; (x) grant sublicenses or assignments in or of the right to use
granted herein or any portion hereof; (y) use or knowingly permit the use of any of the Marks in
any manner or for any purpose not specifically authorized under this Agreement; or (z)
incorporate or use the Marks with any unauthorized indicia except with Bunker Labs Corporate’s
prior written approval. Any use of the Marks for Advertising shall require Bunker Labs
Corporate’s express prior written approval.
(e)
Termination of Right to Use. Notwithstanding the foregoing or any other
provision of this Agreement to the contrary, Bunker Labs Corporate reserves the right, upon
written notice to the Affiliate, to terminate the Affiliate’s right to use the Marks if Bunker Labs
Corporate determines, in its sole discretion, that such use: (x) disparages Bunker Labs Corporate
or is harmful to the goodwill that Bunker Labs Corporate has acquired in and to its Marks; (y) is
inconsistent with the rights granted by this Agreement; or (z) in any way dilutes the value of the
Marks. This right shall be exercisable by Bunker Labs Corporate independently of, but in
Bunker Labs Corporate’s discretion may be exercised in conjunction with, any other termination
by Bunker Labs Corporate of this Agreement.
(f)
Quality Standards. The Affiliate acknowledges that the quality of any and all
materials featuring the Marks (“Licensed Products”) must be high in order to preserve and
maintain Bunker Labs Corporate’s reputation and the goodwill inherent in the Marks. The
Affiliate agrees that all products will be of equal or higher quality to the quality of similar
materials produced by or for a high-quality, start-up incubator organization (the “Quality
Standard”). The Affiliate agrees that it will neither do nor fail to do any act or thing that may
impair the value and goodwill associated with Bunker Labs Corporate, the Bunker Network
and/or the Marks, and further agrees that depicting the Marks in a manner which is unethical,
immoral or offensive to good taste will impair the value and goodwill associated with the Marks.
(g)
Product Samples. Upon Bunker Labs Corporate’s request, the Affiliate agrees to
provide to Bunker Labs Corporate, free of charge, representative samples of Licensed Products.
If any Licensed Product fails to meet the Quality Standard, the Affiliate agrees that it will
immediately stop the manufacture, distribution and use of the nonconforming Licensed Product
immediately upon receiving notice thereof from Licensor.
(h)
Inspections. From time to time, and upon reasonable notice from Bunker Labs
Corporate, the Affiliate shall permit authorized representatives of Bunker Labs Corporate to
enter Affiliate premises during normal business hours for the purpose of inspecting the Licensed
Products.
(i)
Notification of Infringement of the Intellectual Property. The Affiliate shall
take all reasonable steps and shall provide such materials, cooperation and assistance as may
EAST\96775575.3
3
reasonably be requested by Bunker Labs Corporate to assist Bunker Labs Corporate in
protecting, maintaining, and enforcing Bunker Labs Corporate’s rights in the Marks. The
Affiliate shall immediately notify Bunker Labs Corporate of any apparent infringement of or
challenge to the Affiliate's use of the Intellectual Property, or claim by any person of any rights
in the Intellectual Property. The Affiliate shall be under no obligation to bring claims against
any third party for actual or suspected infringement or misuses of the Marks. Bunker Labs
Corporate shall have sole discretion to take such action as it deems appropriate and the right to
exclusively control any litigation, U.S. Patent and Trademark Office proceeding or other
proceeding arising out of any such infringement, challenge or claim. The Affiliate agrees to
execute any and all instruments and documents, and to do such acts and things as are deemed
reasonably necessary by Bunker Labs Corporate, to protect and maintain the interests of Bunker
Labs Corporate in any such litigation, U.S. Patent and Trademark Office proceeding or other
proceeding.
(j)
Effect of Termination. Upon termination or breach of this Agreement, the
Affiliate shall immediately cease any and all use of the Intellectual Property and shall return all
materials bearing any Intellectual Property to Bunker Labs Corporate. Upon termination, all
rights, title, interest and associated goodwill in the Marks shall remain the sole and exclusive
property of Bunker Labs Corporate.
(k)
Disclaimer. (xi)
Except as otherwise set forth herein, Bunker Labs
Corporate expressly disclaims all representations and warranties, express or implied, in
connection with the Marks, including, but not limited to the implied warranties of title,
merchantability, and fitness for a particular purpose.
4.
Term. The term of this Agreement and the rights granted to the Affiliate hereunder shall
be for a period of two (2) years commencing on the date of this Agreement renewable upon the
discretion of Bunker Labs Corporate.
5.
Approved Location. The Approved Location must be a physical facility with
appropriate signage and with workspaces available for veteran entrepreneurs and veteran owned
companies to come and work, including services that would ordinarily be expected (desks,
furniture, meeting space, internet, printers, kitchenette, etc.). Bunker Labs Corporate signage
must be consistent with the brand expectations (i.e. using Bunker Labs Corporate logo) as
prescribed by Bunker Labs Corporate. Selection of the Approved Location shall be the
responsibility of the Affiliate, after consultation with Bunker Labs Corporate. The Approved
Location represents a strategic decision and should optimize access to investors, mentors, talent,
entrepreneurs, and other innovation activity centers. Where possible, the Approved Location
should be located within other existing innovation centers that have already begun to establish an
ecosystem of support for entrepreneurs.
6.
Curriculum. The overall curriculum to support the Bunker Network shall be within the
discretion of the Affiliate provided the Affiliate shall conduct regular meetings including outside
speakers, thought leadership, planning activities and exercises, and networking. The Affiliate
shall establish mentor relationships with veteran entrepreneurs and seek to create local
connection that benefits veteran entrepreneurs through corporate partners, senior mentors, local
resources (e.g., the Small Business Administration, alternative financing, angel investor
EAST\96775575.3
4
networks, state programs for veterans, Veteran-Owned-Business certification support). The
Affiliate shall regularly participate in national conference calls established by Bunker Labs
Corporate to facilitate best-practices sharing across the Bunker Network – which will be used, in
part, to continue to refine Bunker Labs Corporate’s approach to services for supporting veteran
entrepreneurs. The Affiliate shall put forth its best efforts to send a representative to attend
programming, seminars and events held at Bunker Labs Corporate no less than semiannually.
7.
Compensation. The Affiliate shall have discretion to establish local compensation and
benefit packages for its employees, provided that no employee’s salary shall exceed the sum of
$150,000 per year.
8.
Fundraising. The Affiliate shall be responsible for raising the necessary funding from
local corporate, individual, and foundation resources to support its operation. Where possible,
Bunker Labs Corporate will provide assistance in securing sponsorship and in such cases will
agree with the Affiliate in advance on any revenue sharing arrangement between the Affiliate
and Bunker Labs Corporate. Bunker Labs Corporate and the Affiliate may direct resources to
other parties consistent with applicable law, but are not obligated to do so. Any financial
mismanagement or malfeasance by the Affiliate is prohibited and is grounds for termination of
this Agreement in Bunker Labs Corporate’s sole discretion. Neither the Affiliate nor Bunker
Labs Corporate will be liable for improper actions on the part of the other party.
9.
Communications. The Affiliate must engage in regular email communication to its
supporters, members, and sponsors. Email communication drives momentum and interest in
Bunker Labs Corporate which is critical to creating support for the companies and veteran
entrepreneurs that Bunker Labs Corporate supports. The Affiliate is required to either establish
its own email communication strategy with its own database, or share information, email
addresses, and updates within the Bunker Network to allow Bunker Labs Corporate to
communicate on behalf of the Affiliate until such local capacity is established. All
communications about Bunker Labs Corporate and the Bunker Network must come from a
Bunker Labs email address (i.e. john@bunkerlabs.org). Email communications shall include
photos of veteran entrepreneurs and programs and events whenever possible. The Affiliate is
also encouraged to be active users of social media, including twitter, to promote its activities.
10.
Partnerships. The Affiliate understands and agrees that local partnerships strengthen the
local veteran entrepreneurship community and help support veterans in the process of starting or
growing their businesses. The Affiliate is free to enter into a Memorandum of Understanding
with respect to such partnership arrangements but is not permitted to create national partnerships.
Partnerships that include financial remuneration based on business activities are prohibited.
Bunker Labs Corporate, through its charter, is prohibited from entering into partnership
agreements that would give any preferential investment consideration to investors (Angels,
Venture Capital Firms, Private Equity Firms, etc.) though Bunker Labs Corporate does seek and
welcomes sponsorship from individuals as well as firms interested in supporting the Bunker
Network.
All partnership agreements should include expiration dates so as to allow for renegotiation and
reconsideration.
In the case of entering partnership agreements with other national
organizations, it should be clear and stipulated that the partnership is a local partnership unless
EAST\96775575.3
5
otherwise approved by Bunker Labs Corporate. Partnerships that are to the exclusion of others
(i.e. one university to the exclusion of others) should be avoided and treated as exceptions, as
well as partnerships that provide a financial incentive for another party.
11.
Other Programming. The Affiliate acknowledges and agrees that local programming
serves an important function to promote the Bunker Network, prospect for new veteran
entrepreneurs, honor partnerships and sponsorships, and generally raise the profile and
awareness of Bunker Labs Corporate and the Bunker Network. Accordingly, the Affiliate must
conduct regular programming (minimum of quarterly events). The Affiliate should also seek to
be the home for local veteran programming particularly as it relates to programs and events that
promote veteran entrepreneurship.
12.
Veteran Entrepreneurs. The Affiliate shall have the discretion in identifying whether
local candidate clients meet the spirit of the definition of a “Veteran Entrepreneur” and veteran
owned business. The following categories to be included in the definition of “Veteran
Entrepreneurs”: currently serving active duty, spouses of military veterans, veterans who served
in allied countries (i.e. Israeli Defense Force), National Guard, Reserves, medically disqualified
individuals who began military service either in basic training or an officer accession program,
Coast Guard, Merchant Marine service, and other military services (not to include local
responders including police and fire). The spirit of Bunker Labs Corporate is to be inclusive,
while honoring and building a culture that leverages the shared experience of active duty military
service. Bunker Labs Corporate makes no distinctions as to prior service rank, and for privacy
reasons does not inquire as to discharge status.
13.
Corporate and Tax Status. The Affiliate warrants that it is incorporated as a nonprofit
corporation in good standing in its state of incorporation, that it shall remain in good standing in
such state, and is and shall remain exempt from federal income tax under Section 501(c)(3) of
the Internal Revenue Code. Upon the termination or revocation of Affiliate’s 501(c)(3) status,
the Affiliate shall notify Bunker Labs Corporate within five (5) days of receipt of such
revocation or termination from the Internal Revenue Service.
14.
Compliance with Laws. The Affiliate warrants it is in full compliance with all
applicable laws, regulations and other legal standards that may affect its performance under this
Agreement, and shall remain in full compliance with, and otherwise conduct its activities at all
times in accordance with, all applicable law, regulations and other legal standards. Further,
Affiliate warrants that it shall maintain at all times all permits, licenses and other governmental
approvals that may be required in connection with its performance under this Agreement.
Furthermore, the Affiliate warrants that it shall make all required filings, such as annual
corporate reports and tax filings that may affect its corporate or tax status.
15.
Confidential Information. The Parties shall maintain the confidentiality of all of the
confidential and Proprietary Information and data (“Confidential Information”) of the other
party. The Parties also shall take all reasonable steps to ensure that no use, by themselves or by
any third Parties, shall be made of the other party’s Confidential Information without such other
party’s consent. Each party’s Confidential Information shall remain the property of that party
and shall be considered to be furnished in confidence to the other party when necessary under the
terms of this Agreement. Upon termination or expiration of this Agreement, each party shall: (i)
EAST\96775575.3
6
deliver immediately to the other party all Confidential Information of the other party, including
but not limited to all written and electronic documentation of all Confidential Information, and
all copies thereof; (ii) make no further use of it; and (iii) make reasonable efforts to ensure that
no further use of it is made by either that party or its officers, directors, employees, agents,
contractors, or any other person or third party. Each party’s confidentiality obligations under this
Section shall survive termination or expiration of this Agreement.
16.
Recordkeeping, Reporting and Inspection. The Affiliate shall establish and maintain a
bank account or accounts and financial records of all income and expenses. The Affiliate shall
maintain all records related to its corporate and tax-exempt status and shall forward to Bunker
Labs Corporate copies of its Articles of Incorporation, Bylaws and tax exemption determination
letter from the Internal Revenue Service, as well as any adverse notices or other correspondence
received from any governmental agency (e.g., Internal Revenue Service, state Secretary of State
or corresponding agency). The Affiliate shall maintain reasonable records related to all of its
programs, activities and operations. At the request of Bunker Labs Corporate, the Affiliate shall
submit written reports to Bunker Labs Corporate summarizing its programs, activities and
operations, including but not limited to budget and financial statements. Upon the written
request of Bunker Labs Corporate, the Affiliate shall permit Bunker Labs Corporate or Bunker
Labs Corporate’s designated agent to review appropriate records of the Affiliate pertaining to its
programs, activities and operations.
17.
Relationship of Parties. The relationship of Bunker Labs Corporate and the Affiliate to
each other is that of independent contractors. Nothing herein shall create any joint venture,
partnership, or agency relationship of any kind between the Parties. Unless expressly agreed to
in writing by the Parties, neither party is authorized to incur any liability, obligation or expense
on behalf of the other, to use the other’s monetary credit in conducting any activities under this
Agreement, or to represent to any third party that Affiliate is an agent of Bunker Labs Corporate.
18.
Indemnification. The Affiliate shall indemnify, save and hold harmless Bunker Labs
Corporate, its affiliates, related entities, partners, agents, officers, directors, employees,
members, shareholders, attorneys, heirs, successors, and assigns, and each of them, from and
against any and all claims, actions, suits, demands, losses, damages, judgments, settlements,
costs and expenses (including reasonable attorneys’ fees and expenses), and liabilities of every
kind of and character whatsoever (a “Claim”) which may arise by reason of (i) any act or
omission by Affiliate or any of its affiliates, related entities, partners, officers, directors,
employees, members, shareholders or agents; or (ii) the inaccuracy or breach of any of the
covenants, representations and warranties made by Affiliate in this Agreement. The provisions
of this Section shall survive termination or expiration of this Agreement.
19.
Termination. In addition to any other provisions for termination as of this Agreement as
herein provided, this Agreement may be terminated (i) by either party upon written notice to the
other party of the default by the other party of the provisions of this Agreement and the failure of
the defaulting party to cure such default within thirty (30) days following receipt of written
notice thereof; or (ii) by written agreement signed by both Parties. Upon termination or
expiration of this Agreement (unless extended), Affiliate shall cease all use of the Marks and the
Proprietary Information and shall no longer claim any association with Bunker Labs Corporate
or the Bunker Network.
EAST\96775575.3
7
20.
Waiver. The waiver by either party of a breach or provision of this Agreement by the
other shall be valid only if in writing and shall not operate or be construed as a waiver of any
subsequent breach by such other party.
21.
Binding Effect. This Agreement shall be binding upon the Parties hereto and shall inure
to the benefit of their respective executors, administrators, heirs, and successors in interest.
22.
Severability. The invalidity, illegality or unenforceability of any provision hereof shall
not in any way affect, impair, invalidate or render unenforceable this Agreement or any other
provision thereof.
23.
Arbitration. Any and all disputes arising under this Agreement shall be subject to
mandatory and binding arbitration. Said arbitration shall take place in Chicago, Illinois under the
rules of the American Arbitration Association. Neither party shall have any right to bring an
action relating to this Agreement in a court of law, except insofar as to either enforce or appeal
the results of any such arbitration. In any such arbitration, and subsequent court action, the
prevailing party shall be entitled to collect its fees and costs associated therewith from the nonprevailing party.
24.
Assignment. This Agreement may not be assigned, or the rights granted hereunder
transferred or sub-licensed, by either party without the express prior written consent of the other
party.
25.
Notices. Any notices or other communications to be given under this Agreement shall be
in writing, delivered by hand, certified or registered mail, facsimile or courier service to the
following address (which may be changed by written notice):
To Bunker Labs Corporate: Bunker Labs NFP Inc.
222 West Merchandise Mart Plaza
12th Floor
MC: 1871
Chicago, IL 60654
Attention: Todd Connor, Chief Executive Officer
To Affiliate:
26.
General. The paragraph headings are for information only and this Agreement shall not
be construed by reference thereto. Except to the extent governed by the Lanham Act (15 U.S.C.,
Section 1051, et seq.), the validity, construction and enforceability of this Agreement shall be
governed by the laws of the State of Illinois.
EAST\96775575.3
8
[Signature Page Follows]
EAST\96775575.3
9
IN WITNESS WHEREOF, the Parties have caused to be duly executed the day and year first
above written.
Affiliate:
Bunker Labs NFP Inc.
By:
By:
EAST\96775575.3
EXHIBIT A
Trademarks
Registered Trademarks
Mark
BUNKER
Application or Registration Number
Serial No. 86384000
Serial No. 86740405
Common Law Trademarks
BUNKER LABS
THE BUNKER
BUNKER LABS NFP
BUNKER LABS INC.
BUNKERLABS.ORG
Domain Names
WWW.BUNKERLABS.ORG
EAST\96775575.3
EXHIBIT B
Trademark Usage Guidelines
These Trademark Usage Guidelines (“Guidelines”) establish the guidelines for using or referring
to the trademarks, services marks and logos (collectively “The Marks”) owned by Bunker Labs
NFP Inc., an Illinois not for profit organization (“Bunker Labs Corporate”). All Users (“You”
and “Your”) of The Marks are required to read and comply with the terms and conditions set
forth herein. User accepts the terms and conditions, and agrees to comply with the same, by
using any of The Marks.
1. Ownership of The Marks
You acknowledge that all title and ownership of The Marks is currently, and shall continue to
remain, the property of Bunker Labs Corporate.
All uses of The Marks by You will inure to the benefit of Bunker Labs Corporate. As such, You
agree that You will not harm or misuse The Marks or bring The Marks into disrepute. You also
agree that You will not apply to register any of The Marks (in the United States or otherwise),
nor will you seek registration of trade names, trademarks, social media handles, metatags or
domain names which incorporate The Marks, or which incorporate designations confusingly
similar to any of The Marks or that contain part or all of The Marks.
You acknowledge that adverse use of The Marks will cause Bunker Labs Corporate irreparable
harm. As a courtesy to Bunker Labs Corporate, You agree to give Bunker Labs Corporate
prompt notice of any adverse use of The Marks or other designation similar to The Marks of
which You are, now or later, aware by sending an email to info@bulletproofexec.com. Bunker
Labs Corporate and its licensors will have the sole right, but not the obligation, to bring legal
actions involving The Marks.
2. Use of The Marks
You agree to use The Marks only as permitted by these Guidelines. By using The Marks, You
agree to adhere to the following guidelines:
o The Marks must be set apart from other words or nouns they modify by
capitalizing and designating The Marks with the appropriate symbol – ® or ™;
o Neither The Marks nor any of Bunker Labs Corporate’s product/service names
may be used with Your own or another trademark or product/service name or that
of any other person or entity. You acknowledge that if The Marks are combined
with the trademarks or product/service of others, consumers may be confused as
to which company is the source of the product or service. Such confusion would
cause Bunker Labs Corporate irreparable harm.
EAST\96775575.3
12
o The Marks are not to be altered in any way. You agree not to shorten, abbreviate
or create acronyms of The Marks. You further agree not to make The Marks
possessive or plural.
o The Marks are not to be used in a manner that directly or indirectly expresses or
implies Bunker Labs Corporate’s sponsorship, affiliation, certification, approval,
or endorsement of a particular product or service without Bunker Labs
Corporate’s prior written consent.
o You will indicate Bunker Labs Corporate’s ownership of The Marks, when using
them in a normative or descriptive manner as permitted by these Guidelines, with
the following notice:

“[MARK] is a trademark or registered trademark of Bunker Labs NFP Inc.
in the United States and other countries.”
Bunker Labs Corporate reserves the right to determine whether Your nomative or descriptive use
of The Marks complies with these Guidelines. If Bunker Labs Corporate determines You are
using The Marks improperly, Bunker Labs Corporate will so notify You in writing. Upon
receipt, You will promptly remedy the improper use, or cease using The Marks.
3. Term and Termination
These Guidelines are effective upon use of The Marks by Users. For current Users, any
subsequent amendment to these Guidelines will be deemed effective upon the amendment’s
posting date. These Guidelines are in effect unless and until deemed otherwise by Bunker Labs
Corporate.
4. Use Beyond The Scope of These Guidelines
You may contact Bunker Labs Corporate by sending an email to Todd Connor at
todd.connor@bunkerlabs.org to request express permission to use trademarks, indicia of origin
and materials for purposes other than stated in these Guidelines or for all other questions relating
to use of the Marks.
EAST\96775575.3
13
Download