Whereas the U.S. Census Bureau, U.S. Department of Commerce (“BOC,” “Census,” “Census Bureau,” or “Licensor”) has adopted and is using the United States Census 2020 trademark pictured above (“Logo” or “Mark”), and has registered the Logo with the U.S. Patent and Trademark Office as a trademark; and

Whereas Your Organization (“Partner” or “Licensee”) desires to use the Logo in connection with the activities described below in paragraph 1;

Now, therefore, in consideration of the mutual promises herein contained, it is agreed that:

1. Grant of License:

   a.  The Licensor hereby grants to the Licensee a non-exclusive, royalty-free right to use the Logo on the items listed in paragraph (b) to promote the 2020 Census, raise awareness about 2020 Census employment opportunities, and identify Partner as a 2020 Census partner (“License”).

   b.  In furtherance of the above activities, Partner may use the Logo on: (1) printed items, such as posters, flyers, and brochures; (2) apparel and personal items of minimal value that would be appropriate for and appealing to Partner members or audiences, including shirts, hats, keychains and/or lanyards; and (3) Partner’s website and emails to members on the topic of the 2020 Census.

   c.  Partner agrees to adhere to the guidelines set forth in paragraph 7 below when using the Logo on any of the above items.

2. Quality Control: The Licensor shall have the right, at all reasonable times, to inspect the Licensee’s goods, services, and promotional activities employing the Logo to ensure that such use is of proper quality and otherwise consistent with this License.
3. Duration and Termination: This License shall terminate on December 31, 2020. Upon termination of this License, all rights of the Licensee to use the Logo shall immediately terminate. In the event of a breach of any of the terms and conditions of this License by the Licensee, the Licensor shall give Licensee written notice of such breach, as practicable, and the opportunity to cure such breach within thirty (30) days. If Licensee does not cure breach within thirty (30) days, or if written notice is not practicable, Licensor may immediately terminate this License and shall notify the Licensee in writing of such termination.
4. Validity and Ownership of Mark: The Licensee acknowledges and agrees that the Licensor is the owner of all right, title, and interest in the Logo, and all such right, title, and interest shall remain with the Licensor. The Licensee further acknowledges that the Licensee shall not acquire any right, title, or interest in the Logo by virtue of this Trademark License other than the rights granted hereunder and disclaims any such right, title, interest, or ownership. The Licensee is prohibited from challenging or contesting in any way the Licensor’s registration of the Logo with the U.S. Patent and Trademark Office, or with any other trademark office, or the Licensor’s exclusive worldwide ownership of the Logo. The Licensee shall not file with the U.S. Patent and Trademark Office—or with any other trademark office—any application for registration of the Logo, make derivatives thereof, or seek to register the Logo as a domain name or part of any domain name.
5. Assignments and Sub-Licenses: This License is not assignable, and any attempt by the Licensee to assign any portion of the License or to grant a sub-license shall be deemed a breach of this License and shall be cause for termination. Notwithstanding this provision, the Licensee may hire subcontractors to perform manufacturing and distribution activities under this License; Licensee shall provide notice to Licensor of any such subcontract.
6. Sale of Licensee if Not an Individual: If Licensee is dissolved, or if Licensee (or the majority of the assets thereof) is sold to, acquired by, or merged with another entity, Licensor shall have the right to terminate the License at will.
7. Use of Mark: When using the Logo, Licensee shall abide by the following guidelines:
   

   a.  The Licensee, in using the Licensor’s Logo, shall clearly indicate that it is federally registered with the U.S. Patent and Trademark Office and that it is the property of the U.S. Census Bureau, U.S. Department of Commerce. Such indication of registration shall be in the form of the “®” designation, including, where possible, the words “the United States Census 2020 logo® is a Federally registered trademark of the U.S. Census Bureau, U.S. Department of Commerce.”

   b.  The Logo will not be used to suggest that the Government endorses the Licensee or has an exclusive affiliation with the Licensee.

   c.  Licensee will make a good faith effort to use the Logo in a way that does not cause damage, harm, or embarrassment upon the Licensor.

   d.  The Logo will not be used for profit.

8. Infringement: The Licensee is required to notify the Licensor of any potential infringement of the Logo of which the Licensee is aware, or reasonably should be aware. The Licensor retains the right to determine what constitutes infringement and the course of action to be taken to address it.
9. Insolvency or Bankruptcy: Licensor shall have the right to immediately terminate this License if the Licensee discontinues business, or becomes insolvent, or if any action relating to the bankruptcy or insolvency of the Licensee is instituted.
10. Governing Law: This License shall be interpreted and implemented in accordance with the Federal common law as interpreted by the U.S. District Court for the District of Columbia, without giving effect to any conflict of law principle that would result in the application of the substantive law of another jurisdiction.
11. Indemnification: The Licensee agrees to indemnify and hold the Licensor harmless from any and all claims, damages, and attorneys’ fees arising from the use of the Logo by the Licensee and its operations under the License, except to the extent that any such claims, damages, or attorneys’ fees arose in connection with any act or failure to act by the U.S. Department of Commerce or the U.S. Census Bureau.
12. Prior Agreements: This License may be amended only through a written instrument executed by a duly authorized representative of each of the parties hereto.

**By clicking the “I agree” button, I acknowledge that I have the authority to bind Licensee to this License and accept the terms of this License on behalf of Licensee.