E-stewards license agreement

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E-STEWARDS™ License Agreement

This License Agreement (hereinafter “Agreement”) by and between the Basel Action Network (“BAN” or “Licensor”), a Washington 501(c)(3) corporation with its principal office located at 122 S. Jackson St., Seattle, Washington 98104, and _______________ [company name] (“Licensee”) is entered into and made effective as of the date executed by the final signatory below.

WHEREAS, Licensor is a non-profit organization devoted to providing standards and certification for responsible environmental and social practices in used electronic equipment recycling called the e-Stewards™ Initiative;

WHEREAS, Licensor is the owner of the e-STEWARDS™ mark and the e-STEWARDS & Design mark, and the Computer/Globe Logo and related marks shown on Attachment A hereto (collectively “the e-Stewards Marks”); and

WHEREAS, the e-Stewards Marks are used to certify that the electronic hazardous waste disposal practices of authorized licensees adhere to the strict environmental and socioeconomic standards and guidelines established by the Licensor; and

WHEREAS, the e-Stewards™ Standard for Responsible Recycling and Reuse of Electronic Equipment with ISO 14001 Certification Standard for Used Electronic Equipment (the “e-Stewards Certification Standard”) is protected by copyright law and is the property of Licensor; and

WHEREAS, the e-Stewards™ Initiative involves a two-part process: first the initial certification and e-Stewards™ Recycler’s Pledge (the “e-Stewards Pledge”) and second, the third-party certification to the E-Stewards™ Certification Standard. Once the E-Stewards™ Certification Standard is operational, the first part of the process will no longer be required; and

WHEREAS, Licensee desires to pursue the most responsible environmental and social practices in electronics recycling and to participate in the e-Stewards™ Initiative and desires to use the e-Stewards Marks in marketing, advertising, promotional or other similar materials or communications; and

WHEREAS, Licensor is willing to grant Licensee permission to use the e-Stewards Marks pursuant to the terms and conditions hereinafter set forth.

NOW THEREFORE, in consideration of the foregoing premises and of the mutual agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Licensor and Licensee agree as follows:

===E-Stewards Initiative and Certification Process=== The e-Stewards™ Initiative involves a two-part process: first licensor administers the e-Stewards Pledge. Thereafter, Licensee will begin the qualification for the e-Stewards Certification Standard. When the second level of certification is attained by Licensee, the e-Stewards Certification Standard will supercede the e-Stewards Pledge. New licensees need not undergo the first part of the process once the e-Stewards Certification Standard is operational. Licensee agrees to comply with and be subject to all terms, conditions, policies and procedures associated with the Initiative. Licensee agrees to provide to Licensor at any time during the term of this Agreement, if requested, reasonable documentation of its continued eligibility to participate in the Initiative. Licensee agrees that Licensor shall have the right to revise the Initiative or the e-Steward Certification Standard, and the policies and procedures governing participation in the Initiative, from time to time as Licensor in its sole discretion deems appropriate.

===Grant of License=== Licensor hereby grants to Licensee, subject to the further terms hereof, the non-exclusive, non-transferable right to use the e-Stewards Marks in marketing, advertising, promotional and other similar materials and communications in compliance with the usage guidelines shown below. Licensee’s right to use the e-Stewards Marks immediately ceases upon termination or cancellation of this Agreement or withdrawal of the certificate by the Certification Body.


Licensee agrees that it will:

i) at its discretion, display the e-Stewards Marks on advertising material for services which meet the certification requirements,
ii) ensure that the e-Stewards Marks are not displayed in conjunction with any products or services that do not comply with the terms and conditions of the Initiative and,
iii) ensure that the e-Stewards Marks are only used in a manner which is consistent with and authorized by the Initiative and terms of this Agreement. Licensee acknowledges that this is an essential term of this Agreement and that any failure to comply with this term shall be a material breach of this Agreement which will cause irreparable harm to Licensor and which shall entitle Licensor to revoke certification, terminate this Agreement, and seek immediate injunctive relief and any other remedies available to Licensor.


Licensee agrees that, in all its visual marketing, advertising, promotional or other similar materials in which the e-Stewards Marks will be displayed, such display of the e-Stewards Marks shall be in accordance with the written criteria adopted by Licensor from time to time. Licensee shall not revise or alter the appearance of the e-Stewards Marks in any manner and shall use the e-Stewards Marks exactly as provided by Licensor. Licensee may only use the e-Stewards Marks in a manner designed to maintain the highest standard, quality and reputation that is associated with such marks and Licensee will not use the e-Stewards Marks to disparage Licensor or its services. Licensee shall not display the e-Stewards Marks as the largest or most prominent trademark in any materials (including, without limitation, any web site or product literature). When using any e-Stewards Marks (other than the Logo, with respect to which the formatting requirements are set forth as provided below, or in a URL), Licensee must distinguish the e-Stewards Marks from any names for Licensee, its products or services and/or other surrounding text by capitalizing or italicizing the entire e-Stewards Mark, placing the e-Stewards Mark in quotes, or using a different style or color of font for the e-Stewards Mark. Licensee will comply with the formatting requirements for all Licensor’s design marks as described in Attachment B and which may be changed from time to time in Licensor’s discretion. Licensee shall not intentionally do or cause to be done any act which, directly or indirectly, may modify, alter, dilute or misuse of any of the e-Stewards Marks or reduce the value of the e-Stewards Marks or detract from their reputation. The e-Stewards Marks may not be used in any manner that, in the sole discretion of Licensor, discredits Licensor or tarnishes its reputation and goodwill, is false or misleading, violates the rights of others, violates any law, regulation or other public policy, or mischaracterizes the relationship between Licensor and Licensee. Licensee shall cause to appear on all materials on or in connection with which the e-Stewards Marks are used, such legends, markings and notices, as are necessary to give appropriate notice of the ownership and/or registered nature of the e-Stewards Marks, as instructed by Licensor. Upon Licensor’s request, Licensee agrees to promptly submit all information necessary, and a specimen of all materials on or in connection with which the e-Stewards Marks are used, for inspection by Licensor to ensure compliance with this Agreement. Should Licensor, in its sole discretion, determine that Licensee is using the e-Stewards Marks in any manner which is not authorized by this Agreement, and Licensor provides written notice to that effect to the Licensee, Licensee shall immediately cease using the e-Stewards Marks in such unauthorized manner. Licensee’s failure to comply with this provision shall be grounds for Licensor to revoke certification, terminate this Agreement, and/ or seek immediate injunctive relief and any other remedies available to Licensor.

Limitations on License

Licensee shall comply with all requirements in the e-Stewards Pledge and e-Stewards Certification Standard, as currently existing or later revised. Licensee is solely responsible for keeping itself informed of the current requirements of the Initiative and e-Stewards Certification Standard by reviewing from time to time the information posted on the e-Stewards website (www.e-Stewards.org). If Licensee does not agree with any changes to the e-Stewards Pledge or e-Stewards Certification Standard, Licensee’s sole remedy is to terminate this Agreement as provided herein. If the provisions of the e-Stewards Pledge or e-Stewards Certification Standard and this Agreement conflict, the terms of this License shall control.


This Agreement grants to Licensee only a limited, revocable license to use the e-Stewards Marks in accordance with the terms of this Agreement and only in connection with facilities owned by Licensee and designated on Attachment C. Licensee shall not assign its rights hereunder to any person or entity without first obtaining the written consent of Licensor. Entities owned by Licensee or any parent-company of Licensee, or entities otherwise affiliated with Licensee must independently comply with the Initiative and obtain a separate license. At Licensor’s sole discretion, Licensor may waive the requirement for Licensee’s affiliated entities to obtain a separate license in addition to meeting the requirements of the Initiative. After application of the e-Steward Certification Standard, any of Licensee’s facilities that process electronic scrap or waste, or conduct electronics recycling or refurbishment, or any stage of such recycling or refurbishment, must qualify each year as defined in the e-Steward Certification Standard. Whenever a new facility is built or purchased, Licensee shall request that Attachment C (showing currently licensed entities and facilities) be amended and the facility must comply with the e-Steward Certification Standard within six (6) months from the date of purchase or the date of final inspection for the construction. Compliance with the e-Steward Certification Standard shall mean that Licensee has received a certificate of conformity issued by an appropriately accredited certification body, as authorized and accredited by the ANSI-ASQ National Accreditation Board (ANAB) or other accreditation body.


Use of the e-Stewards Marks by any entities other than Licensee or at any facilities not listed in Attachment C shall be a material breach of this Agreement which shall entitle Licensor to revoke certification, terminate this Agreement, and seek immediate injunctive relief and any other remedies available to Licensor.

Term of Agreement and Termination

This Agreement shall continue and remain in effect until December 31 of the year after it was first made effective. If Licensee is thereafter re-certified in accordance with the terms and conditions of the e-Steward Certification Standard, this Agreement shall thereupon automatically be renewed for one year terms, which term shall run from January 1, through December 31 and which shall be conditioned upon Licensee’s status as a certified Licensee conforming to the e-Stewards Certification Standard and in good standing, having breached no terms of this agreement. This Agreement shall immediately terminate upon Licensee’s withdrawal or removal from the Initiative for any reason.


Should Licensor, in its sole discretion, determine to cancel the Initiative or any portion thereof, Licensor may, but is not required to, terminate this Agreement by giving Licensee at least sixty (60) days written notice of its intention to terminate.


This Agreement may also be terminated by Licensor by written notice to Licensee that there has been a material breach of Licensee’s representations, warranties, covenants or agreements contained in this Agreement. Licensee shall then be given a period of sixty (60) days within which to cure said breach. Failure to cure said breach to the complete satisfaction of Licensor, including non-payment of fees due under Par. 6 herein, shall result in termination at the end of the sixty (60) day period. Termination shall also occur if Licensee fails to comply with the e-Stewards Certification Standard by the deadline set by Licensor after entry of the e-Stewards Pledge. Licensor may revoke certification and terminate this Agreement if Licensee’s actions are reasonably likely to bring Licensor’s name or the e-Stewards Marks into disrepute, even if Licensee has conformed with the e-Stewards Certification Standard and is not in breach of any other term of this Agreement. Upon termination, Licensee will immediately cease use of the e-Stewards Marks on all promotional materials including websites and search directives, and, within seven business days, destroy all hard and electronic copies of the e-Stewards Marks. Licensee shall also cease to make any representations as to past participation in, or former association with, the e-Stewards Initiative and shall not re-print in any medium prior articles, reports, or promotional materials that reference the e-Stewards Marks or the e-Stewards Initiative or the e-Stewards Certification Standard. Ownership of Marks Licensee acknowledges and agrees that the e-Stewards Marks are proprietary to Licensor and are protected under U.S. trademark and copyright law and various international treaties. Licensee further acknowledges and agrees that all right, title, and interest in and to the e-Stewards Marks, including all intellectual property rights worldwide, are and will remain with Licensor. Licensee agrees that it will do nothing inconsistent with such ownership and that all use of the e-Stewards Marks shall inure to the benefit of Licensor. Licensee agrees that nothing in this Agreement shall give Licensee any right, title or interest in the e-Stewards Marks other than the right to use the e-Stewards Marks in accordance with this Agreement. Licensee agrees that it shall make no claim to or against Licensor’s title to the e-Stewards Marks in any country or challenge the validity of this Agreement or of the e-Stewards Marks. At Licensor’s request, Licensee shall execute any documents reasonably required by Licensor to confirm Licensor’s ownerships of its rights in and to the e-Stewards Marks. Licensee agrees not to use or make application to register any mark which is confusingly similar to or that would dilute the e-Stewards Marks. License Fee. Licensee will pay to Licensor a fee based on a percentage of annual gross sales adjusted to favor smaller enterprises, of the most recently completed fiscal year for all those business units and associated enterprises that are concerned with the management and processing of electronic waste as the annual license fee up to the maximum annual license fee of $150,000.00. This fee is valid for one year from the date of execution. This fee is $______________. If Licensee pursues re-certification under Par. 4.1 herein and this agreement is renewed for successive one-year terms, the annual fee may be changed by Licensor in its sole discretion, provided that Licensor gives 30 days written notice prior to the start of a new term. Licensees who are not qualified under the e-Stewards Pledge as of __________(date) shall also pay an initiation fee equal to one-half the annual license fee but in an amount not greater than $10,000. Certification and the grant of rights in this license Agreement are conditioned upon compliance with the Initiative and payment of all fees due under this Agreement. Infringement In the event that Licensee learns of any infringement or imitations of the e-Stewards Marks, or of any use by any unauthorized person of the e-Stewards Marks, it shall promptly notify Licensor. Licensor shall take such action as it deems advisable for the protection of its rights in and to the e-Stewards Marks. If requested to do so by Licensor, Licensee shall cooperate with Licensor in all respects, at Licensor’s expense but for time expended, including by being a plaintiff or co-plaintiff in any proceeding and by causing its officers to execute pleadings and other necessary documents. In no event shall Licensor be required to take any action it deems inadvisable, and Licensee shall have no right to take any action with respect to the e-Stewards Marks without Licensor’s prior written approval. Indemnification Licensee agrees to indemnify, defend, and hold harmless Licensor and its officers, directors, agents and employees from and against any and all suits, claims, demands, damages, costs and expenses, including reasonable attorney’s fees, judgments and other expenses arising out of or that may be claimed or asserted against Licensor or its successors, by any person, firm, corporation or government on account of: any actual or alleged injury, damage, death or other consequence arising or resulting directly or indirectly out of the products or services supplied by Licensee at any time; any misrepresentation, breach of any provision of this Agreement, including attachments hereto, its own negligence, or willful misconduct, by Licensee; the use or misuse by Licensee of the e-Stewards Marks, including but not limited to Licensee’s use of the e-Stewards Marks on or in connection with goods or services which do not meet the requirements of the Initiative. It is expressly understood, agreed and intended by the parties hereto that Licensor, its officers, directors, agents and employees will not be responsible, in any way, to any party whatsoever with respect to any warranties, negligence, defects, gross misconduct, or other obligation in respect of the distribution, promotion, exportation or sale of services by Licensee, however the foregoing might arise. Licensor agrees to indemnify, defend and hold harmless Licensee and its directors, officers, and employees from any claims, defense costs (including reasonable attorney’s fees), judgments and other expenses arising out of or on account of actual or alleged infringement of copyright, trademark, or service mark that may be brought by a third party claiming rights in the e-Stewards Marks. Licensee agrees to allow Licensor to control and direct any legal defense of any such claims, although Licensee may participate in any such defense at its own cost. Limited Warranty Licensee represents and warrants that it has reviewed the terms and conditions governing participation in the Initiative and that it meets all of the criteria for participation in the Initiative and that it will take all reasonable steps to ensure that it continues to meet the terms and conditions of the Initiative during the term of this Agreement. Each party represents that it has full power to enter into and complete the transactions required hereunder, and that this Agreement is enforceable against it in accordance with its terms, and that the activities contemplated hereunder do not conflict with or constitute a breach of or default under any contracts or commitments to which it is a party. Licensor represents and warrants that it has performed reasonable due diligence to attempt to ensure rightful use and ownership of the e-Stewards Marks; that it is currently seeking federal registration of the e-Stewards text mark; and that to the best of its knowledge it shall be the exclusive owner of the e-Stewards Marks in the United States for use in association with the Initiative, including certification of responsible environmental and social practices in electronics recycling. Licensor makes no other warranties of any kind, either express or implied, with respect to the e-Stewards Marks or the standards or the Initiatives. In no event shall Licensor be liable for any consequential, incidental or special damages, including lost profits, arising from or relating to Licensee’s use of the e-Stewards Marks, even if Licensor has been advised of the possibility of such damages. In no event will either party be liable for any special, indirect, incidental, consequential, or exemplary damages, losses, or expenses, including, without limitation, lost profits, failure to realize expected savings or any other commercial or economic loss of any kind arising out of or related to this agreement, irrespective of the nature of the cause of action underlying a claim, demand, or action, including, without limitation, whether it sounds in contract or tort. Miscellaneous Severability of Agreement. If a provision in this Agreement is found to be invalid by any court of competent jurisdiction, then such a provision will be adjusted rather than voided, if possible, in order to give effect to the intent of the parties to the extent possible, and the Agreement will, as so modified, remain valid and binding upon the parties and in full force and effect. Irreparable Harm. Licensee agrees that if it violates any provision of this Agreement, irreparable harm will be suffered by Licensor and Licensor shall be entitled to injunctive relief, in addition to any other available remedies. Waiver. The failure of either party to this Agreement to enforce at any time any provision(s) hereof will not be construed as a waiver of the benefit of said provision or of the right of the party thereafter to enforce said provision(s). The giving of a waiver in one instance or for one purpose shall not create any implied obligation to give a waiver in another instance or for another purpose. Attorneys Fees. In any action between Licensee and Licensor at law or in equity arising our of or related to this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees and court costs, in addition to any other relief to which that party may be entitled. Interpretation. The headings contained in this Agreement have been inserted for convenience only and will not limit or otherwise affect the interpretation of this Agreement. This Agreement will be construed and interpreted according to its fair meaning and without regard to any presumption or other rule, requiring construction against the party drafting or causing this Agreement to be drafted. It is also understood and agreed that no usage of trade or regular practice or method of dealing between the parties hereto will be used to modify, interpret, supplement, or alter in any manner the terms of this Agreement. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the state of Washington without reference to its conflict of laws provisions. Licensor further consents to jurisdiction over its person by the state and federal courts in Washington State. Successors and Assigns. This License is non-transferable and may not be assigned except by a signed, written permission of Licensor. To the extent any assignments are allowed hereunder, the rights and obligations set forth in this Agreement shall be binding upon and shall inure to the benefit of the successors of the parties hereto and their respective successors and permitted assigns. Relationship Between the Parties. Neither this Agreement, nor any terms and conditions contained herein, will be construed as creating a partnership, franchise, joint venture, agency, or employment relationship between the parties. No trial by jury. All parties to this Agreement waive any and all right to a trial by jury in any action or proceeding brought or commenced by either party which is directly or indirectly related to this Agreement. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which taken together shall be considered one and the same instrument. Survival of Terms. Any terms of this Agreement which by their nature extend beyond termination remain in effect until fulfilled and shall bind the parties and their legal representatives, successors, heirs and assigns, including sections 2.2, 2.3, 4.6, 5.7, 8.1, 8.2, 9, 10.1, 10.3—10.10 and 10.12 herein. Notices. All notices required or permitted to be sent pursuant to this Agreement will, unless otherwise specifically provided, be in writing and will be deemed given when delivered personally or by facsimile, overnight air courier, or certified mail (postage prepaid, return receipt requested), addressed to Licensee at: Company name Address City state zip Fax

And to Licensor at:

Basel Action Network (BAN) 122 South Jackson Street Suite 320 Seattle, WA 98104 Fax: 206-652-5750

Or at any such place or places as the parties may, in writing, hereafter designate in accordance with this provision.

Signatures. The persons signing this agreement represent and warrant that they have the authority to enter into this agreement and bind their respective parties to the terms set forth herein. Licensor Licensee Basel Action Network Company Name


By: By: Signature, Title Signature, Title


Date Date Attachment A: E-Stewards Marks and Logos

e-Stewards





Attachment B: Formatting Requirements For the “e-Stewards” Marks a. No Modification. The Basel Action Network will make the e-Steward Marks available to Licensee directly via electronic mail. Licensee may not remove, distort or modify any element of the e-Steward Marks including the background white; provided however, you may transform the file format itself, for ease of use. b. Color. The e-Stewards Marks must be represented in its original color; grayscale rendering is permissible only if the logo is being used as part of a grayscale only paper-based document (e.g. black-and-white print). c. Spacing. Any e-Stewards mark must appear by itself, with reasonable spacing (at least the height of the “e-Stewards” name) between each side of the mark and other graphic or textual elements. d. Size. The e-Stewards Marks as shown in Attachment A of this Agreement indicates the minimum size at which you may display such marks to ensure that the type and trademark notations are legible. The minimum size for any of the “e-Stewards” Marks in inches is: 1.0” x 1.1”. e. Hyperlinking. For use on the worldwide web, Licensee shall link each use of the e-Steward Mark directly to the following URL, wherever technically feasible: http://www.e-Stewards.org. You may open this URL in a new browser window. Attachment C: Designated Facilities

Facility name Address Phone


Copyright License Agreement

This Agreement by and between Basel Action Network (“BAN” or “Licensor”), a Washington 501(c)(3) corporation with its principal office located at 122 S. Jackson St. Seattle Washington 98104, and _____________ a _____________ corporation maintaining its headquarters at _________________, (hereinafter “Licensee”) is entered into and made Effective as of the date executed by the final signatory, below. WHEREAS, Licensor has caused to be written, produced, and created several films, advertising copy, reports, photographs and reference documents and other works of authorship listed in Exhibit A to this License (hereafter the “Works”) and is the author of such Works; and WHEREAS, the Licensor is the owner of U.S. Copyright Registration No. _________ in such Works (add to this clause whenever registrations are obtained); WHEREAS, Licensee desires to obtain a license to reproduce and use such Works; NOW THEREFORE, in consideration of the mutual covenants stated herein and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and pursuant to the terms and conditions of the Trademark License Agreement attached hereto which terms are incorporated by reference, the parties agree as follows: 1. The License Grant of License. Licensor hereby grants to Licensee a limited, and non-transferable right to use and reproduce the Works during the term of the Trademark License Agreement dated _______. Information and excerpts from the Works may be used without prior written approval of Licensor with appropriate citation. Where captions and attributions appear with Works, such Works must be used with the same captions and attributions. For the film “E-Stewardship: Taking Responsibility in the Information Age”, the work may be altered at the written approval of BAN to feature an interview with Licensee’s company executive in the final few minutes, at Licensee’s request and at Licensee’s cost for production and editing. Such an individualized version of the film as approved by BAN as well as the generic version of the film will be considered to be BAN authorized versions and can be reproduced without alteration on DVD, streaming or other formats. This film in any of its authorized versions can be placed in streamable or downloadable form on e-Steward websites. One copy of any version of this film will be provided to all licensed e-Stewards at no cost.

For all other BAN films (e.g. Exporting Harm, and the Digital Dump), one copy of each in DVD format will be provided to Licensee at the time of certification. Additional copies can be purchased from BAN. All such films cannot be sold or otherwise offered for donations or compensation. Works cannot be altered in any way without the written permission of BAN. Licensee does not have the right to copy any films other than “E-Stewardship: Taking Responsibility in the Information Age” for distribution.

Title to Works. Title to and ownership of the Works and any derivative works created therefrom by Licensor or Licensee shall remain at all times in Licensor. All applicable rights to copyrights, trademarks and trade secrets pertaining to the Works are and shall remain in Licensor. Attribution and Copyright Notice. All copies of the Works shall contain the following attribution and copyright notice: “Copyright Basel Action Network, U.S.A, 200__ (inserting date on copyright notice attached to the Work.) All rights reserved. No portion of this Work may be re-printed without the permission of the Basel Action Network, U.S.A.” Works Descretionary: The several Works listed on Exhibit A hereto are licensed to Licensee to the extent they exist and in the state they exist. This Copyright License shall not obligate BAN to produce any Works whatsoever, and all Works licensed to Licensee are created at BAN’s discretion. 2. Licensor’s Obligations, Representations and Warranty Licensor Representations. Licensor represents and warrants to Licensee that it is the owner of the Works, that it has the right and authority to grant the license granted to Licensee under this Agreement and that the license granted under this Agreement, and Licensee’s use and distribution of the Works, shall not infringe in any manner upon or otherwise violate any rights of any third party. Warranty. LICENSOR MAKES AND LICENSEE RECEIVES NO WARRANTY EXPRESS OR IMPLIED, WITH RESPECT TO THE BOOK, AND THERE ARE EXPRESSLY EXCLUDED ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR SHALL NOT BE RESPONSIBLE FOR ANY LIABILITIES, INCLUDING CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE BOOK. 3. Indemnification Each party hereto shall indemnify, defend and hold harmless the other from any and all claims, defense costs (including reasonable attorneys fees), judgments and other expenses arising out of or on account of actual or alleged infringement of copyright that may be brought by a third party claiming rights in the Works. 4. Confidentiality Other than the rights of reproduction and distribution authorized herein, Licensee shall permit no portion of the Works to be translated, disclosed, duplicated, displayed, loaned, published, transferred or possessed (whether by sale, exchange, gift or otherwise) or disseminated to any third party without the prior written consent of Licensor. Licensee shall take all reasonable steps to safeguard the Licensor’s intellectual property rights in and to the Works and to prevent unauthorized persons from infringing upon Licensor’s rights or making unauthorized copies or translations. 5. Future Editions If Licensor makes any edits or future editions to the Works or creates derivative works based on the Works, Licensee may request copies of such future editions or derivative works from Licensor. If Licensor provides future editions or derivative works, Licensee must if required by the Licensor, adopt all changes and destroy all prior versions, and all the terms of this license will apply to any future editions and derivative works just as to the original editions. 6. Term and Termination Commencement. The initial term of this Agreement shall commence on the Effective Date outlined above and shall continue for such terms that precisely match the terms of the Trademark License Agreement dated ______ and attached hereto. Termination Upon Breach. All terms regarding termination, breach, cure and default in the Trademark License Agreement dated _____ shall apply in this agreement. Upon termination, Licensee will immediately cease reproduction and use of all Works and derivative works therefrom, and, within seven business days, shall destroy all hard and electronic copies of the Works. 7. Miscellaneous Severability of Agreement. If a provision in this Agreement is found to be invalid by any court of competent jurisdiction, then such a provision will be adjusted rather than voided, if possible, in order to give effect to the intent of the parties to the extent possible, and the Agreement will, as so modified, remain valid and binding upon the parties and in full force and effect. Irreparable Harm. Licensee agrees that if it violates any provision of this Agreement, irreparable harm will be suffered by Licensor and Licensor shall be entitled to injunctive relief, in addition to any other available remedies. Waiver. The failure of either party to this Agreement to enforce at any time any provision(s) hereof will not be construed as a waiver of the benefit of said provision or of the right of the party thereafter to enforce said provision(s). The giving of a waiver in one instance or for one purpose shall not create any implied obligation to give a waiver in another instance or for another purpose. Attorneys Fees. In any action between Licensee and Licensor at law or in equity arising our of or related to this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees and court costs, in addition to any other relief to which that party may be entitled. Interpretation. The headings contained in this Agreement have been inserted for convenience only and will not limit or otherwise affect the interpretation of this Agreement. This Agreement will be construed and interpreted according to its fair meaning and without regard to any presumption or other rule, requiring construction against the party drafting or causing this Agreement to be drafted. It is also understood and agreed that no usage of trade or regular practice or method of dealing between the parties hereto will be used to modify, interpret, supplement, or alter in any manner the terms of this Agreement. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the state of Washington without reference to its conflict of laws provisions. Licensor further consents to jurisdiction over its person by the state and federal courts in Washington State. Successors and Assigns. This License is non-transferable and may not be assigned except by a signed, written permission of Licensor. To the extent any assignments are allowed hereunder, the rights and obligations set forth in this Agreement shall be binding upon and shall inure to the benefit of the successors of the parties hereto and their respective successors and permitted assigns. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which taken together shall be considered one and the same instrument. Survival of Terms. Any terms of this Agreement which by their nature extend beyond termination remain in effect until fulfilled and shall bind the parties and their legal representatives, successors, heirs and assigns, including sections 3 and 6. 8. Signatures. The persons signing this agreement represent and warrant that they have the authority to enter into this agreement and bind their respective parties to the terms set forth herein. Licensor Licensee Basel Action Network Company Name


By: By: Signature, Title Signature, Title


Date Date


Exhibit A to Copyright License: Licensed Works

Ad copy Advertising copy to be used in local newspapers, radio spots, and in trade journals.

Photographs BAN photographs posted in its Photo Gallery at www.ban.org, on its website, in its publications and presentations.

Films One copy of each of BAN films, including “Exporting Harm” and “The Digital Dump”;

One copy and rights to copy and stream authorized versions of the e-Stewards promotional film “e-Stewardship: Taking Responsibility in the Information Age”