This agreement (“Agreement”) is made and entered into by and between WW Good Foundation, Inc. (“WWG”), and Coalition Member (“Member”, and WWG and Member collectively, the “Parties”).
WHEREAS, WWG created a coalition of corporations and individuals united with the purpose of accelerating new solutions that address in nutrition and food insecurity (the “Coalition”); and
WHEREAS, Member desires to join the Coalition as assume an active and participating role.
NOW, THEREFORE, in consideration of the mutual covenants and premises contained herein, the sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:
1. Membership Duties. Member understands that membership in the Coalition is a privilege. In addition to abiding by the Coalition Pledge (as provided by WWG and also found here), in order to maintain its membership and remain in good standing with the Coalition, Member commits to the following:
a. advocate for solutions that drive global action and progress for United Nations Sustainable Development Goals;
b. activate Coalition’s brand and platform by providing resources, nutrition education & tools to underserved communities and audiences to increase public awareness and motivate action; and
c. attend all Coalition quarterly meetings, with the exception of absences that were previously submitted and approved by WWG in writing. Member may be asked to present at a quarterly meeting, or speak to the Coalition about its work in support of the Coalition’s objectives.
2. Use of the Coalition Logo and Marks. Member understands that membership in the Coalition is a privilege. In addition to abiding by the Coalition Pledge (as provided by WWG and also found here), in order to maintain its membership and remain in good standing with the Coalition, Member commits to the following:
a. Member is permitted to use the Coalition’s trademark(s), including its logo (the “Coalition Logo”), as provided to Member by WWG (the “Marks”); provided however, that Member obtains WWG’s prior written consent for each instance of use, and provided that Member’s use is in accordance with guidelines as provided by the Coalition contemporaneously and herein. WWG reserves all rights in and to the Marks not expressly granted in this Agreement, including the sole and absolute right to authorize or license the use of the Marks to any third party. Any goodwill created by Member’s use of the Marks shall inure solely to the benefit of WWG and the Coalition.
b. Member represents and warrants that it will not disparage WWG, the Coalition or the Marks and that is will cease its use of any and all Marks immediately upon the written request of WWG. Upon termination of membership, Member shall cease use of WWG’s Marks and other intellectual property.
c. Solely in connection with the Coalition’s stated mission, Member may use the Marks in the following manner:
3. Communications. WWG must provide prior written approval of the content of any press releases or other external communications mentioning and/or related to the Coalition prior to a Member’s publication of such content.
4. Termination. Membership in the Coalition may be terminated immediately if: a. Member’s actions and deportment fall short of its required duties and obligations under this Agreement. The determination of whether Member’s actions and deportment align with the required advocacy as outlined within this Agreement lies within WWG’s sole discretion; b. Member’s unexcused absence at (2) two of the (4) four required quarterly meetings; c. Member makes disparaging or making negative statements about WWG and/or its affiliates, the Coalition, its members, or related entities; or d. WWG decides, within its sole discretion for any reason or no reason at all, to end its partnership with Member. In the instance of termination, WWG shall be entitled to all legal and equitable remedies available to it.
5. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY SHALL BE LIABLE UNDER ANY CIRCUMSTANCES FOR DAMAGES IN RESPECT OF INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL LOSS OR DAMAGES, OR ANY LOSS OF USE, LOSS OF PROFITS, LOSS OF REVENUES, FAILURE TO REALIZE EXPECTED SAVING OR SIMILAR LOSSES OF ANY KIND.
6. Confidentiality. The Parties have entered into a Mutual Confidentiality and Non-Disclosure Agreement, the terms and conditions of which are incorporated herein by this reference.
7. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York. The Parties irrevocably submit to the exclusive jurisdiction and venue of the United States District Court for the Southern District of New York.
