Certification of Mark License Agreement Summarized in Plain Language

The license agreement is a good faith agreement that an organization will donate 1% or more of its net revenue towards in situ orchid conservation. Good faith in that “5.2 Termination for Convenience. Either party may terminate this Agreement at any time for any or no reason, upon thirty (30) days prior written notice to the other.”

The first section is Definition and Construction. The most important is the definition of “net revenue” and “approved organizations”. “Net Revenues” shall mean the total of Licensee’s sales of goods and services and revenues from other activities that constitute the entity’s operations as computed under the entity’s normal method of accounting, less returns, discounts and allowances. “approved organizations” is defined by the criteria of 1% for Orchid Conservation and can be found in Exhibit B in this license agreement Another that maybe of importance to some:

“Non-Monetary Donations” shall mean property, goods, services or other expenditures contributed to or made directly for the benefit of an Approved Organization. It shall also mean the costs incurred by Licensee to administer it’s environmental.

Between 2.1 and 2.5 in the agreement is designed to protect the logo from misuse, maintain a standard image quality, and acknowledge that the Orchid Conservation Coalition is the sole owner of the 1% for Orchid Conservation logo.

2.6 in the agreement spell out the donation timetable of 1% of net revenue and verification. Organizations that make over 5 million dollars should read this part carefully.

Organizations must make a total of 1% or more of net revenue in donations to “approved organizations” for each fiscal year by the first 60 days of the end of their fiscal year.

2.6 a and 2.6 b spell out what fiscal year is the first that counts based on when the agreement becomes effective during an organization fiscal year.

  • (a) Effective Date Occurs Within the First Six Months: If the Effective Date falls within the first six (6) months of the Licensee’s fiscal year, Licensee shall commence making the Donations for the fiscal year in which the Effective Date falls.
  • (b) Effective Date Occurs After the First Six Months. If the Effective Date falls after the first six (6) months of the Licensee’s fiscal year, Licensee shall commence making the Donations for the fiscal year immediately following the fiscal year that includes the Effective Date.
  • (c) says that participants will report to the Orchid Conservation Coalition the total amount donated within 90 days of the end of their fiscal year. Verification of donations can be by canceled check, or the Orchid Conservation Coalition can verify with non-profit conservation organization that it received the amount from the donor. For orchid societies there will be not real measures to verify 1% or more of net revenue, as there really is no reason for them not to participate and not donate. For businesses earning less then 5 million a simple verification of reported income tax, canceled checks of donations by an authorized officer. For businesses earning less then 5 million no CPA is needed. Organizations making non-monetary donations and organizations making more then 5 million should read the license agreement for further details.

3 is about the quality control and use of the 1% for Orchid Conservation logo and allows the Orchid Conservation Coalition to ask for samples.

4 say that there is not currently an administrative fee to the Orchid Conservation for participation in the 1% for Orchid Conservation program. It also states that an organization must maintain it records of donations for a period of two years after a fiscal year for possible review.

5 in the agreement covers the 30 day written notice of termination whether with cause or without cause by either party. It also covers what happens in case of bankruptcy.

6 keeps outside parties from legal actions against the either the Orchid Conservation Coalition or the donating organization just because there is the legal connection in this license agreement. Example: Some slips at a vendors booth at a show, and decides to sue. They can’t just also sue the Orchid Conservation Coalition because the vender is a participant in the 1% for Orchid Conservation. Both are separate entities.

7 hold that the Orchid Conservation Coalition does not warranty other products and action of donor and vice versa. Damage claims by either party against the other is held to $100.00.

8 Defines Confidential Information and restriction of use by both parties. This is important for aspects covering donation and verification.

This summary is in no ways explains all or is lieu of the actual Certification of Mark License Agreement. Each participant in this agreement should have a person read and understand the entire agreement. If there is any questions e-mail: info@orchidconservationcoalition.org