Community CookShop Curriculum  LICENSE AND USE AGREEMENT between Food Bank For New York City and  [User]

This Community CookShop Curriculum (CCC) License and Use Agreement (the “Agreement”) is between the Food Bank For New York City (“Food Bank”) and [USER], a non-profit, charitable or educational organization (“User”) for User’s use of the Food Bank’s Community CookShop® program, a nutrition education curriculum for children and their adult caregivers developed by Food Bank and funded by the Mario Batali Foundation (the “CCC”) and the training video therefor (the English language and Spanish language videos are jointly and severally referred to as the “Video”), as detailed in Schedule 1.  This license is non-transferable and non-assignable and is limited by the terms set in this Agreement.

1. License Granted. Subject to the terms and conditions as set out in this Agreement, the Food Bank hereby grants to User a worldwide, non-exclusive, non-transferable, royalty-free, non-sublicenseable license to access and use the CCC solely to conduct free live-workshops to implement the curriculum and the Videos to train the leaders of such workshops.  User agrees that it shall not charge any fee to any participants in the CCC program or use or distribute the Videos or CCC, except as contemplated by this Agreement.  User further agrees that it shall promptly return or destroy all materials provided by Food Bank related to the Videos or CCC in its possession, including any copies thereof, upon the termination of this Agreement.  Without limiting the foregoing, User shall not make use of, or distribute, the Videos or CCC in any way after the termination of the Agreement.

1.1       Technical Assistance.  Subject to the terms of this Section 1.1, Food Bank agrees to provide User with two (2) hours of free technical assistance via phone and/or email to allow the User to receive and implement the CCC.  After the conclusion of the two (2) free hours of technical assistance, Food Bank agrees to provide continued technical assistance to User at the User’s prior written request at a rate of fifty dollars ($50) per hour, to be payable at the end of any month in which the User provided such technical assistance. Only User’s coordinator(s) designated in Section 2 below or other persons designated in writing by an authorized representative of User shall be authorized to request assistance. Food Bank reserves the right to refuse to provide any technical assistance to User in the event that fees for any previously-provided technical assistance have not yet been provided in a manner satisfactory to Food Bank.  User agrees that Food Bank will track all time spent by its representatives in connection with providing the requested technical assistance and will provide detail following any technical assistance provided. Food Bank will advise when the two (2) hours of free technical assistance have been exhausted.

1.2       Costs:  User shall be responsible for furnishing, at its own expense, the facility, equipment, personnel and supplies necessary to conduct the CCC.

1.3 Data Tracking and Reporting.  User agrees to track all data necessary to ensure program participation and liability coverage of the User Curriculum as provided for by the CCC and Section 9 of this Agreement and to furnish such data to Food Bank within a reasonable period after Food Bank’s request.

Coordination.  Each party will designate an individual to coordinate the sharing of materials and information as part of the Agreement.

For this purpose, Food Bank designates:

Name:  __________________

Title:    __________________

Phone: __________________

E-mail: __________________

For this purpose, User designates:

Name:  __________________

Title:    __________________

Phone: __________________

E-mail: __________________

2. Term. The Agreement shall commence on the date on which Food Bank and User have executed this Agreement (the “Effective Date”) and shall remain in force and effect for one (1) year unless otherwise terminated pursuant to the provisions of this Section 3.  The Agreementshall automatically renew on a consecutive year-to-year basis thereafter unless one party gives the other party written notice that the agreement will not be extended for any additional year(s) beyond the then-current year; provided, (a) the free Technical Assistance set forth in Section 1.1 shall only apply to the first year of this agreement, and (b) if User does not conduct the CCC program during any contract year, this agreement shall automatically terminate at the end of such contract year…

3.1.      Termination.  This Agreement may be terminated by mutual consent or by either party on fifteen (15) days prior written notice.  Food Bank shall have the right at any time to terminate the Agreement for “cause” on notice to User.  “Cause” shall be defined as (i) a material breach by the User of any of its obligations under the terms of this Agreement through the date of termination, (ii) the User being adjudged insolvent or bankrupt, (iii) the institution of any proceedings by or against the User seeking relief, reorganization or arrangement under any laws relating to bankruptcy or insolvency, (iv) any assignment by the User for the benefit of creditors, (v) the appointment of a receiver, liquidator or trustee of any of the User’s property or assets, or (vi) the liquidation, dissolution or winding up of the business of the User.  User agrees that any breach of User’s obligations under Section 1 shall constitute a “material breach;” provided, however, that User may cure any such breach within fifteen (15) days of receiving written notice of such breach.

3. Compliance with the Law. The User shall comply with all applicable laws and regulations and obtain all appropriate government approvals that may apply with respect to its activities under this Agreement.
4. No Partnership or Joint Venture. By entering into the Agreement, no legal association, partnership or joint venture between Food Bank or Mario Batali Foundation and the User shall be created.  It is further understood and agreed that neither party has any authority to act as an agent for, or on behalf of, the other.
5. Use of Marks. Unless otherwise noted, all materials, including images, illustrations, designs, icons, photographs, logos, audio/video clips, and written and other materials that are part of the Videos and/or CCC are copyrights, trademarks, and/or other intellectual properties owned, controlled or licensed by Food Bank and/or Mario Batali Foundation.  Food Bank and Mario Batali Foundation are the sole owners or licensees of all right, title and interest to all of Food Bank’s and Mario Batali Foundation’s respective trademarks, service marks and logos, including as used in the CCC (collectively, the “Marks”).  Nothing in this Agreement gives User the right to use Food Bank’s name, Mario Batali Foundation’s name, Mario Batali’s name or any Marks.  In no event may the User use the Marks or Food Bank’s or Mario Batali Foundation’s name without each organization’s prior written approval, nor shall User use Mario Batali’s name, likeness or persona (other than as used in and as a part of the CCC) without his prior written approval in each instance.
6. Prohibited Uses. User recognizes and agrees that the Video and the CCC are the property of Food Bank and Mario Batali Foundation and are copyrighted.  The Video and CCC contain proprietary information of Food Bank and Mario Batali Foundation and User may not do any of the following, without the prior written consent of Food Bank and Mario Batali Foundation:

1. Copy, download, scrape, store, publish, transmit, retransmit, distribute, broadcast, circulate, transfer, sell, repurpose, reproduce, display, share, disclose or otherwise use the Video or CCC or parts of the Video or CCC except as expressly authorized in Section 1 of the Agreement.
2. Sell, transfer, loan, license, distribute, rent or sublease the Video or CCC to third parties or use the Video or CCC as a component of or basis for any material or service offered for a fee, donation or any other payment, or for sale, license or distribution.
3. Modify, edit, combine or adapt the Video or CCC (or any portion of either) in any way.
4. Unreasonably delay the implementation of the CCC after downloading the CCC or watching the teach-the-trainer Videos.
5. Remove or alter the content, credits, copyright notice or other legal disclaimers contained within the CCC or Video.
6. Download or use the CCC without having watched the teach-the-trainer Video.
7. Conduct virtual events with CCC or Video.
8. Teach, share or deliver the CCC or Video to third parties.
9. Teach, share or deliver the Video or CCC lessons via virtual or other forms of delivery to third parties.  Webinars, teleseminars, video streaming or delivery by other electronic means are prohibited.

7. Marketing and Publicity. Food Bank and Mario Batali Foundation must give prior written approval regarding the content of any marketing materials, advertising, news releases or other publicity created or disseminated by the User about the CCC or Video and the User’s use thereof.
8. Workshop Documentation and Reporting Requirements. Food Bank will provide User workshop documentation for teachers and students to complete during their review of the CCC to ensure participant safety and acceptance of participation in the CCC (See Schedule 1).  User must treat all workshop documentation data as confidential, as set forth in the Agreement.  No portion of the workshop documentation data collected by User may be publicized by User without review and consent by Food Bank.
9. Confidentiality. The User agrees it shall not disclose, and will use its best efforts to prevent the disclosure of, any confidential information, including workshop documentation data regarding the CCC or other non-public information pertaining to Food Bank, Mario Batali Foundation, or either party’s  employees, officers, directors, donors, grantors, clients and beneficiaries. User agrees that all data collected pursuant to Sections 1.2 and 9 is confidential.
10. Limitation of Liability. In no event, including, but not limited to negligence, shall Food Bank or Mario Batali Foundation be liable under the Agreement, including in the event of termination of the Agreement, for any lost profits, consequential, exemplary, incidental, or punitive damages or damages related to personal injury, death, costs of delay, any failure of delivery costs of lost or damaged property or liabilities to third parties arising from any source with respect to the activities of the User related to the Agreement, regardless of whether Food Bank was made aware of the possibility of such damages.  In no event shall Food Bank or Mario Batali Foundation be liable for any costs or damages or any kind whatsoever arising from use of the Video or the CCC (including, but not limited to, injury or death of any program leader or participant), and User hereby agrees to indemnify Food Bank and Mario Batali Foundation and each of their respective employees, officers, directors, donors, grantors, clients and beneficiaries, including all reasonable attorneys’ fees, arising from User’s use of the Video and/or CCC.
11. Venue and Choice of Laws. Any party bringing a legal action or proceeding against any other party arising out of or relating to the Agreement shall bring the action exclusively in a Federal or State court in the State of New York.  The User and Food Bank each expressly waive i) any objection which it may now or later have to the laying of venue in a Federal or State court in the State of New York and ii) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum.  The laws of the State of New York (without regard to its laws regarding conflicts of laws) govern all matters arising out of or relating to the Agreement and all of the transactions it contemplates, including its validity, interpretation, construction and enforcement.

1. Dispute Resolution: Any dispute or claim arising out of or in connection with this Agreement or its validity shall be settled exclusively by binding arbitration in New York, New York, in accordance with the then-current commercial arbitration rules of the American Arbitration Association. The arbitrator shall apply the law of the State of New York without regard to any conflicts of law provisions or statutory rules of arbitration. Judgment on the award rendered by the arbitrator may be entered, confirmed and reduced to judgment in any New York court of competent jurisdiction.

12. Complete Agreement. The Agreement is the complete understanding and agreement of Food Bank and the User as to the subject matter hereof, and there are no other understandings, representations or promises, written or oral, not set forth in the Agreement or on which either Food Bank or the User has relied.