certification mark licensing agreement recitals …

CERTIFICATION MARK LICENSING AGREEMENT

This Certification Licensing Agreement (the “Agreement”) is entered into by and

between the Georgia Department of Economic Development, an executive agency of the

State of Georgia (“GDEcD” or “Licensor”), and the undersigned entity (“Licensee”). In this

Agreement, Licensor and Licensee are collectively referred to as the “Parties,” and each,

individually, as a “Party.”

RECITALS

WHEREAS, pursuant to O.C.G.A. § 50-7-80, the Georgia Legislature created the

“Made in Georgia” program which was to be administered and maintained by Licensor and

which sought to showcase awareness of goods and products manufactured within the State

of Georgia;

WHEREAS, Licensor has filed for federal registration of the certification mark

“GEORGIA MADE” (“Certification Mark”) with the United States Patent and Trademark

Office and owns all right, title and interest; and in and to the Certification Mark;

WHEREAS, in conjunction with the Certification Mark, Licensor has developed a

Certification Program and Certification Mark Standards relating to the use of the

Certification Mark;

WHEREAS, Licensee desires to obtain a license (the “License”) to be authorized for

limited use of the Certification Mark in connection with Licensor’s goods and products that

are manufactured or produced within the State of Georgia and which have been approved for

use under the Certification Program (the “Georgia Made Products”) and Licensor is willing

to grant such limited, non-exclusive, non-transferrable, non-sublicenseable, revocable

license to Licensee in accordance with the terms and conditions of this Agreement and the

Certification Mark Standards;

NOW THEREFORE, in consideration of the mutual covenants and agreements to

be kept and performed as hereinafter recited and for other good and valuable consideration,

the sufficiency of which is acknowledged, the Parties hereby agree as follows:

1. GRANT OF LICENSE.

Licensor hereby grants to Licensee a limited, non-exclusive, non-transferable, non-

sublicensable revocable right to use the Certification Mark for Georgia Made Products

outlined in the Certification Mark Standards. This License and the right to use hereunder

shall only remain in effect for so long as Licensee complies with all of the terms, conditions,

and reporting requirements of this Agreement and Licensee’s use of the Certification Mark

on any goods and products adhere to the Certification Mark Standards attached hereto as

Exhibit A.

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2. TERM.

This Agreement shall be in existence until terminated.

3. QUALITY.

The nature and quality of the goods sold by Licensee in connection with the Certification

Mark shall conform to any standards which may be set from time to time by the Licensor,

and Licensee shall adhere to the Certification Mark Standards set forth below. Licensee

agrees to cooperate with the Licensor by permitting reasonable inspection of the Licensee's

operations and shall supply to Licensor specimens of use or photos of specimens of use of

the Certification Mark upon request by Licensor. The Licensee agrees not to use the

Certification Mark on goods sold or marketed as products from another country or state or

on products from a city or region outside of Georgia.

4. USE.

Licensee represents, covenants, and agrees that it will use the Certification Mark only in the

form and manner approved by the Licensor, as prescribed in this Agreement and the

Certification Mark Standards, and that Licensee will not use the Certification Mark in

combination with or close proximity to any other trademarks, service marks, or certification

marks, without the prior written approval of Licensor.

5. RIGHT, TITLE, AND INTEREST.

By acceptance of this Agreement, Licensee acknowledges that Licensor owns all rights, title

and interest to use the Certification Mark and that Licensee has no right, title or interest in

the Certification Mark other than the right to use the Certification Mark as prescribed in this

Agreement. Licensee agrees that it will not, during the term of this Agreement, or thereafter,

attack the title or any rights of Licensor in and to the Certification Mark, as registered or

otherwise used or claimed by Licensor, or attack the validity of this Agreement or any part

hereof. Further, Licensee will not do anything inconsistent with such ownership and

acknowledges that all use of the Certification Mark has, does and shall inure to the benefit

of and be on behalf of the Licensor.

6. ENDORSEMENT.

Licensee agrees that it will not use any statement of affiliation or endorsement by the

Licensor or the State of Georgia in selling, advertising, marketing, packaging or other

commercial handling of or rendering of any services.

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7. TERMINATION.

a. For Convenience. Either Party may terminate this agreement for convenience upon

fifteen (15) days’ written notice.

b. For Cause. In the event that Licensor, in its reasonable discretion, has determined that

Licensee has violated any provision of this Agreement or any of the Certification Mark

Standards, Licensor shall give written notice to Licensee providing for a cure period

of fifteen (15) days from the notice. In the event Licensee fails to correct such breach

and/or failure within fifteen (15) day period, Licensor may immediately terminate this

Agreement.

c. Rights Immediately Cease. Upon the termination of this Agreement for any reason,

all the rights and privileges herein granted to Licensee shall immediately cease and

terminate, and Licensee shall immediately cease to use the Certification Mark in any

manner whatsoever, and no products, containers, packaging, labels advertising or

publicity material bearing the Certification Mark shall be sold or otherwise publicly

distributed. It is expressly provided, however, that any cause of action for infringement

of the Certification Mark, or for violation of this Agreement which Licensor may have

against Licensee, shall survive the termination of this Agreement, including the right

to reasonable attorney's fees and costs. Further, Licensor's right to audit Licensee's

records and inventory in connection with products produced, sold, marketed, or

manufactured under this prior to termination shall also survive the termination.

8. FORM AND COLOR.

Upon execution of this Agreement, Licensor shall provide confirmation of registration and

copies of the Certification Mark for Licensee to use in accordance with the terms of this

Agreement and the Certification Mark Standards. The Certification Mark may not be

distorted, skewed, re-colored or otherwise altered in any way.

9. ADVERSE DISPLAYS.

The Certification Mark may not be used in any manner that adversely affects the Licensor's

ownership rights in and to the Certification Mark, or in any derogatory, scornful, derisive or

disparaging manner, in parody, or in other disparaging displays, including but not limited to

any uses that violate Title 16 Chapter 12 of the state of Georgia’s Obscenity Statute or any

other uses that, in the sole and reasonable opinion of Licensor, do not portray an image or

connotation consistent with is desired by the Licensor and the State of Georgia.

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10. NO AGENCY RELATIONSHIP.

This Agreement does not create any agency, partnership, joint venture, fiduciary or other

relationship between the Licensor and Licensee, and neither party has a right, power or

authority to represent or bind the other in any manner whatsoever.

11. INDEMNIFICATION.

Licensee agrees to indemnify and hold harmless Licensor and its officers, employees, agents,

and volunteers (collectively, "Indemnified Parties") from any and all costs, expenses, losses,

claims, damages, liabilities, settlements and judgments, attorney fees or court costs related

to or arising from Licensee’s use or misuse of the Certification Mark in any manner or form,

including use of the Certification Mark in any manner that violates this Agreement or the

Certification Mark Standards, and any manufacture, sale, or distribution of goods or products

bearing the Certification Mark.

12. LIMITATION OF LIABILITY.

NOTWITHSTANDING ANY PROVISIONS TO THE CONTRARY IN THIS

AGREEMENT, LICENSOR WILL NOT BE LIABLE IN ANY WAY TO LICENSEE OR

ANY OF ITS AGENTS FOR ANY INCIDENTAL, INDIRECT, SPECIAL,

CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS

OF USE, POWER, BUSINESS GOOD WILL, REVENUE OR PROFIT, NOR FOR

INCREASED EXPENSES, OR BUSINESS INTERRUPTION) ARISING OUT OF OR

RELATED TO THE PERFORMANCE OR NON PERFORMANCE OF THIS

AGREEMENT.

13. INFRINGEMENTS.

The Licensor makes no promises or warranties whatsoever regarding its rights in the

Certification Mark, its right to grant this License or the promises contained herein, or that

Licensee's use of the Certification Mark will not violate anyone else's rights. Licensee

proceeds at its own risk. The Licensor shall have the right, in its sole discretion, to prosecute

lawsuits against third persons for infringement of Licensor's rights in the Certification Mark,

and Licensee agrees to fully cooperate with Licensor in the prosecution of any such suit.

Licensee agrees to notify Licensor in writing of any infringements or limitations by third-

parties of the Certification Mark, which may come to Licensee's attention. Licensee agrees

to assist Licensor in enforcement of any rights of Licensor related to any infringement or

imitation of the Certification Mark. Licensor shall have the sole right to determine whether

or not any action shall be taken on account of any such infringement or imitation. Licensee

agrees to defend, indemnify, and hold Licensor and the State of Georgia, its officers,

directors. agents, and employees, harmless against all costs, expenses, and losses (including

reasonable attorney's fees and costs) incurred through claims of third parties against Licensor

based on Licensee's use of the Certification Mark. Licensee shall pay for representation for

Licensor upon the request the Attorney General of the State of Georgia, who shall have sole

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discretion in determining said counsel and in appointing said counsel as a Special Assistant

Attorney General. The Attorney General shall have ultimate settlement authority of any

action brought pursuant to this indemnity. Licensor shall be entitled to receive and retain all

settlement amounts and all amounts awarded as damages, profits or otherwise in connection

with such suits.

14. SEVERABILITY.

In the event that any term or provision of this Agreement shall for any reason be held to be

invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability

shall not affect any other term or provision and this Agreement shall be interpreted and

construed as if such term or provision, to the extent the same shall have been held to be

invalid, illegal or unenforceable, had never been contained herein.

15. APPLICABLE LAW.

This Agreement shall in all respects be interpreted, enforced and governed by the laws of the

State of Georgia without regard to the State's conflict of laws principles, and any actions to

enforce the terms of this Agreement shall be commenced within the Superior Court of Fulton

County, Georgia. Nothing in the Agreement shall be construed as a waiver of Licensor's or

the State of Georgia's Eleventh Amendment immunity.

16. INCORPORATION OF EXHIBIT.

The Certification Mark Standards attached hereto as Exhibit “A” are incorporated into this

Agreement as if set out fully herein.

17. COMPLIANCE WITH LAWS AND REGULATIONS.

In its use of the Certification Mark, Licensee represents and warrants that it shall comply

with all applicable laws and regulations and obtain all appropriate approval pertaining to the

selling, advertising, marketing. packaging, manufacturing, or other commercial handling of

any products for which Licensee uses the Certification Mark.

18. NO ASSIGNMENT.

This Agreement may not be assigned by Licensee without the written approval of Licensor.

19. SUCCESSORS AND ASSIGNS.

This Agreement shall be binding upon and inure to the benefit of the parties and their

respective successors and assignees.

20. NOTICES.

All reports, notices and other communications provided hereunder shall be made or given

hereunder by either party, by first class mail, postage prepaid, or by overnight delivery

service providing proof of delivery, to the mailing address set out below or such other address

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as such party shall have furnished in writing to the other party in accordance with this section

or to such other individuals or at such address as either party hereto may from time to time

designated by notice to the other party. Notice sent by first class mail shall be deemed to be

received three (3) clays after being deposited in the U.S. mail. Notice sent by overnight

delivery service shall be deemed received one day after having been sent.

21. INTEGRATION.

The Agreement and the exhibits thereto represent the entire agreement between the Parties.

The Parties shall not rely on any representation that may have been made which is not

included in this Agreement or the exhibits thereto.

22. NO THIRD-PARTY BENEFICIARIES.

There are no third-party beneficiaries to this Agreement.

23. AUTHORITY TO ENTER CONTRACT.

Licensee represents and warrants that it has full authority to enter into this agreement.

“Licensor” “Licensee”

Georgia Department of Economic

Development

By: ____________________________

Title: ____________________________

Date: ____________________________

COMPANY

By: ____________________________

Title: ____________________________

Date: ____________________________

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EXHIBIT “A”- CERTIFICATION MARK STANDARDS

BRAND GUIDELINES | V. 2.0

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BRAND OVERVIEW .............................................................. 3

BRAND ATTRIBUTES ............................................................ 4

LOGO GUIDELINES .............................................................. 5

COLOR PALETTE ................................................................... 9

TYPOGRAPHY ........................................................................ 10

APPLICATION EXAMPLES .................................................. 11

IDENTITY MATERIALS........................................................... 14

TABLE OF CONTENTS

3

BRAND OVERVIEW

THE NAME: GEORGIA MADE

Naturally articulates concept of program

Simple, effective and says what we are

Clear, concise and campaignable

BRAND POSITIONING:

Georgia Made is the program that Georgia manufacturing companies

use to inform domestic and international consumers their products

and solutions are made in a state that’s known as a global hub

for high-quality, innovative companies that inspire statewide

manufacturers to work together and take pride in their products.

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BRAND ATTRIBUTES

INNOVATIVE BUT NOT COMPLEX

WELL-MADE BUT NOT RESTRICTED

PROUD BUT NOT OVERCONFIDENT

COLLABORATIVE BUT NOT COMMON

CREDIBLE BUT NOT PRESUMPTUOUS

LOCAL BUT NOT ARTISANAL

ENTREPRENEURIAL BUT NOT NOVICE

5

LOGO GUIDELINESSTAND ALONE MARKS

LOGO

DO:

Always use supplied logo art

CLEAR SPACE

DO:

Leave adequate clear

space—equal to the height

of the letters in “Georgia

Made”—around the logo

DON’T:

Crowd the logo with type or

other graphic elements

4-COLOR LOGO

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LOGO GUIDELINESSTAND ALONE MARKS

1C AND REVERSED

DO:

If a single color option is

required, use one of the

two 1-color versions to the

right for either a white/light

background or black/dark

background.

If a dark background is

required, use the 4-color

reversed version when

possible.

1-COLOR LOGO

1-COLOR REVERSED LOGO

4-COLOR REVERSED LOGO

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LOGO GUIDELINESDO’S & DON’TS

RECOMMENDED USAGE

DO:

A Whenever a composition

allows, always use the 4-color

logo on a white background

DON’T:

B Apply effects to the logo (i.e.

drop shadow, outer glow, etc.)

C Break apart the logo in any way

D Use the Georgia Made logo

with the Georgia, USA logo

REVERSING/BACKGROUNDS

There are two versions of the

reversed logo: 4-color reversed

and 1-color reversed

DO:

D When placing the logo on a

colored background, choose

a color for the logo that will

provide maximum contrast &

readability

DON’T:

E Use a logo that won’t provide

adequate contrast to the

background

F Place the logo over a busy photo

or patterned background

G Use the 4-color logo on a dark

colored background

DO

DO DON’T

DON’T

DON’T

A B

C

D E

D F

D G

DON’TD

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LOGO GUIDELINESPARTNER LOGO LOCKUP

CLEAR SPACE

DO:

Leave adequate clear space

between the Georgia Made

logo and the partner logo—

equal to twice the height of

the letters in “Georgia Made”

DON’T:

Crowd the logo with type or

other graphic elements

Use the Georgia Made logo with

the Georgia, USA logo

RECOMMENDED USAGE

Logos can be laid out vertically or

stacked horizontally depending on

space provided

Ensure both logos are relatively

equal in size and visual weight so

one does not overpower the other

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COLOR PALETTE

C: 70 M: 0 Y: 100 K: 9

R: 41 G: 153 B: 38

WEB: #49A942

C: 50 M: 0 Y: 99 K: 0

R: 140 G: 198 B: 64

WEB: #8CC640

C: 0 M: 100 Y: 15 K: 0

R: 207 G: 3 B: 92

WEB: #ED037C

C: 20 M: 0 Y: 85 K: 0

R: 213 G: 225 B: 77

WEB: #D5E14D

C: 0 M: 60 Y: 100 K: 0

R: 245 G: 130 B: 32

WEB: #F58220

C: 0 M: 0 Y: 0 K: 60

R: 142 G: 145 B: 142

WEB: #8E918E

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TYPOGRAPHY

PRIMARY FONT FAMILY

DO:

Use Gotham Medium or

Gotham Condensed Medium

for all headlines

Use Gotham Book or Gotham

Condensed Book for body

copy and captions

Use Gotham Bold or Gotham

Condensed Bold for copy

emphasis

All body copy should never

smaller than 8pt

All call to action copy should

be set in Gotham Book or

Gotham Condensed Book

with Bold accents for URLs

and phone numbers

Use periods and other

punctuation in headlines and

subheads where necessary

DON’T:

Stretch or condense the fonts

Sample Copy

This is a headline.This is an example of body copy and the call to action with a phone number 123.456.7890

abcdefghijklmnopqrstuvwxyzABCDEFGHIJKLMNOPQRSTUVWXYZ0123456789

Gotham - Medium


Gotham - Condensed Medium


Gotham - Book


Gotham - Condensed Book


Gotham - Bold


Gotham - Condensed Bold

11

APPLICATION EXAMPLES

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KIA

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www.fortune.com/adsections

SPECIAL ADVERTISING SECTION

and Georgia Quick Start have been invalu-able resources in transforming the work-force for a specifically high-tech automotive product. Through three waves of hiring and more than 135,000 applications, Georgia Quick Start provided the support needed to train more than 3,000 team members. We continue to receive great support at all levels of the state government. Just recently, Governor Nathan Deal signed HB 259, the Georgia Business Act, which allows state agencies to purchase Kia products and bypass the time-consuming competitive bid-ding process.”

SCHOOL SPIRITWith its more than 80 colleges and universi-ties, including Georgia Tech, Emory, and the University of Georgia, the state is turning

out a highly educated workforce. Emory’s Goizueta Business School, named after the visionary leader Roberto C. Goizueta of Coca-Cola, has one of the best MBA pro-grams in the country.

“We’re a world-class business school, so our focus is making sure we’re meeting the needs of students and preparing them for wherever they may choose to go,” says dean Erika James. “We have good relationships with industry in this region to ensure that we’re preparing our students for the needs in this marketplace.

“The school attracts students from all over the country and world. The majority of our students pursue careers at various loca-tions. For example, we have a large amount of students from the Northeast, which is a hub in banking. But the increasing oppor-tunities in Atlanta are another reason why they’re attracted to our program.”

As a spinoff of the Competitiveness Initia-tive, the governor also launched the High Demand Career Initiative last year, tasking the university system and technical colleges to ask the private sector what workforce needs they’re going to have five to 10 years

down the line, and to close any gaps.

“We wanted to ask the question, ‘Are there jobs currently available in our state where we do not have enough qualified individuals to fill those jobs?’” says Gov. Deal. “We have identified some 11 areas where those situations exist, and we have created 100% tuition scholarship in our technical colleges for anyone who will pursue a degree in those 11 areas.”

Companies have said that they need “practical engineers,” managers who could be on the shop floor,

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WITH ITS MORE THAN 80 COLLEGES AND universities, including Georgia Tech, Emory, and the University of Georgia, the state is turning out a highly educated workforce.

GEORGIA

KIA MOTORS CHOSE West Point, Georgia, in 2009 when it decided to open its first North American manufacturing plant.

KMD15_2767-01-11 Fortune Mag GA Supplement_r4.indd

Job: KMD15-2767-01-11Client: Kia Motors AmericaMedia Type: Print AdPubs: Fortune Mag Georgia Supplement

Saved at: 5-22-2015 3:37 PMfrom: LabLA_15’s iMacby: LabLA_17printed at: None

Materials Due: NoneInsertion Date: NoneNotes: None

Links: KMMG_combo_15KOPT_16KSOR-404-A-4-280dm.tif (CMYK; 1189 ppi; 25.22%) Fonts: KIAOTF (Medium, Bold, Light), Minion Pro (Regular)

Bleed: 8.25” x 10.75”Trim: 8” x 10.5”Live: 7.25” x 9.75”Color Profile: Document - Coated GRACoL 2006 (ISO 12647-2:2004)Version: InDesign CS6 8.1Inks: Cyan, Magenta, Yellow, Black

ProofreaderProject Mgr.Production Mgr.Art BuyerCopywriterArt Dir.Creative Dir.Account Mgr. Product Info Mgr.Client

J. Goins/K. FleschK. RayElisa AtwoodAndrea Mariashnot providednot providedC. JefferyO. AlbaneseNone Kia Motors America

Meredith Walsh, Director of Print Services 310-445-5242

Elisa Atwood, Production Manager 310-445-5273

Kemit Ray, Project Manager 310-445-5224

Wallace Bridges - Studio Contact 424-204-7233

4Round

Job Description: Approvals: Contact Information: Mechanical Specifications (HxW):

909 N. Sepulveda Blvd. Suite 700 El Segundo, CA 90245 dng.com

Committed to Georgia. Committed to Excellence.

kia.com

Kia Sorento and Optima GDI (EX, SX & Limited and certain LX trims only) are assembled in the United States from U.S. and foreign parts. 2016 Sorento SX Limited prototype and 2015 Optima Limited shown with optional features. Some features may vary. Kia has been named as a top 100 brand in Interbrand’s Best Global Brands 2014 report.

Beginning in 2006 Kia made one of the biggest single foreign investments in the history of Georgia by establishing Kia Motors Manufacturing Georgia, a state-of-the-art production facility in West Point. Since then we have helped create over 15,000 jobs in West Point and the surrounding areas, and produced over 1.5 million vehicles, which can be seen on roads all across the US today. We owe so much of our success to the thousands of people who work closely with KMMG. The quality of our plant and its people are two important reasons why we were voted one of the Best Global Brands in 2014. We’re proud to call Georgia home and look forward to continuing our successful relationship together.

S:7.25”

S:9.75”

T:8”

T:10.5”

B:8.25”

B:10.75”

KIA

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B:10.75”

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S:7.25”

S:9.75”

T:8”

T:10.5”

B:8.25”

B:10.75”

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HOW DO YOU WOO ONE of the most iconic brands in the world to move to your state? You’ve got to cover your bases, with a pro-busi-ness government, an exceptional

quality of life, a highly skilled workforce, and world-class logistics. It doesn’t hurt to have outstanding universities, a supportive business community home to numerous FORTUNE 500 companies, geographic diver-sity, and great weather. And for the coup de grace, it really helps to have a phenomenal

culinary scene, and world-class museums. Combine the latter two, as the state economic development team did one evening last fall in its meeting with Mercedes-Benz, and you’ve got a reminder of just what Georgia offers.

The occasion was the visit of Mercedes-Benz USA CEO Steve Cannon a couple of months before the company was to decide on the new location of its North Ameri-can headquarters: Texas, North Carolina, or Georgia. The state’s global commerce team wanted to show off the culture and people of Atlanta, so instead of a dinner at a great Atlanta restaurant, they held a banquet in the soaring, five-story

atrium of perhaps the finest art museum in the Southeast—the Richard Meier-designed High Museum of Art. The three tables of 10 included some of the business community’s heaviest hitters, including the CEOs of Delta, UPS, and Georgia Power. As they dined on locally sourced surf and turf, the conversa-tion centered on what it’s like to live in the state, and the terrific support companies get at the state and local level.

“Georgia is pro-business, and we’ve built this business environment that’s very invit-

Georgia On Their Minds

FROM ITS SUPERIOR QUALITY OF LIFE AND WORKFORCE TO ITS BUSINESS-FRIENDLY GOVERNMENT, THE PEACH STATE IS THE PICK OF MORE AND MORE CEOS

GEORGIA

CENTENNIAL OLYMPIC PARK is just one of the many cultural attractions that makes Georgia a great place to live and work.

S2 www.fortune.com/adsections

ATM_GEN_M5_1455_Fortune_O.indd 5-15-2015 2:15 PMSaved at NonePrinted At Client AT&TMedia Type MagazineLive 7” x 10”Trim 8” x 10.5”Bleed 8.25” x 10.75”Job Title Governor Deal Fortune 500Pubs FortuneAd Code None

DEPARTMENT:

APPROVAL:

Art Director Copywriter Acct. Manager Studio Artist Proofreader Traffic Production

Addl. Notes: None

We’re proud to report business in Georgia is booming. And clicking. And downloading.And that’s one of the many reasons AT&T loves working here. It’s a world-class mobile technology hub. It has an unmatched ecosystem that fuels mobile innovation. It’s Georgia. And it has all the resources, attitude, and infrastructure to make businesses thrive.

©2015 AT&T Intellectual Property. All rights reserved. AT&T, the Globe logo, and Mobilizing Your World are trademarks of AT&T Intellectual Property.


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DEPARTMENT:

APPROVAL:


Addl. Notes: None




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DEPARTMENT:

APPROVAL:


Addl. Notes: None




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certification mark licensing agreement recitals …

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