AGREEMENT made this
(day): *


, between SPIRIT & TRUTH EUCHARISTIC ADORATION COMMUNITIES, INC., a Georgia nonprofit corporation, (“Licensor”), and
(“Licensee”). *


WHEREAS, Licensor has the rights to the name “Spirit & Truth Eucharistic Adoration Communities” and the associated style, logo, emblems and insignia, (hereinafter collectively called “Name”), such Name being well known and recognized by the general public and associated in the public mind with Licensor and;

WHEREAS, Licensee desires to use the Name in connection with the development of a Faith Community, as hereinafter described;

NOW, therefore, in consideration of Ten Dollars ($10.00) paid by Licensee to Licensor and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and in consideration of the mutual promises herein contained, it is agreed:

1. Grant of License. (a) Upon the terms and conditions of this Agreement, Licensor grants to Licensee, and Licensee accepts the non-exclusive right, license and privilege of utilizing the Name solely and only in connection with the development and operation of a Faith Community at
(parish or college). *


(b) The term of this license shall be effective upon the execution of this Agreement by the parties and shall continue for so long as Licensee operates a Faith Community as defined by this Agreement.

2. Faith Community.

(a) A Faith Community, for purposes of this Agreement, is a group that meets weekly to worship God in the Holy Eucharist, to learn more about the Catholic Faith and to share fellowship and complies with the following requirement:

(b) The group must have a Spiritual Director who is a priest or deacon; 36 (c) Before beginning weekly meetings, the Spiritual Director must obtain the approval of the pastor of the facility where the group will meet and the approval of the bishop of the diocese in which the group is located; and at all times thereafter the group shall maintain the approval of the pastor and bishop;

(d) The group must offer Eucharistic Adoration weekly meetings unless it is replaced by a Mass;

(e) All of the group’s teachings must adhere to the Magisterium of the Catholic Church;

(f) The group must have a Coordinator who takes responsibility for all aspects of scheduling, coordinating leaders, reserving space and other logistics;

(g) If the Coordinator is changed, the new Coordinator must give the Licensor written notice of the change within 30 days and agree in writing to be bound by this Agreement, and

(h) Any document, letter or other written materials produced by Licensee or the group must contain a prominent statement that the document, letter or other written statement was produced by Licensee for its specific Faith Community.

3. Goodwill. Licensee recognizes the great value of the goodwill associated with the Name, and acknowledges that the Name and all rights therein and goodwill pertaining thereto belong exclusively to Licensor, and that the Name has a secondary meaning in the mind of the public.

4. Licensor’s Title and Protection. (a) Licensee will not, during the term of this Agreement, or thereafter, attack the title or any rights of Licensor in and to the Name or attack the validity of this license. Licensor hereby indemnifies Licensee and undertakes to hold it harmless against any claims or suits arising solely out of the use by Licensee of the Name as authorized in this Agreement, provided that prompt notice is given to Licensor of any such claim or suit, and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought, and no settlement of any such claim or suit is made without the prior written consent of Licensor.

(b) Licensee shall assist Licensor to the extent necessary in the procurement of any protection or to protect any of Licensor’s right to the Name, and Licensor, if it so desires, may commence or prosecute any claims or suits in 37 its own name or in the name of Licensee or join Licensee as a party thereto Licensee shall notify Licensor in writing of any infringements or imitations by others of the Name which may come to Licensee’s attention, and Licensor shall have the sole right to determine whether or not any action shall be taken on account of any such infringements or imitations. Licensee shall not institute any suit or take any action on account of any such infringements or imitations without first obtaining the written consent of the Licensor so to do.

5. Labeling (a) Licensee will cause to appear on or within all written, advertising, promotional, or display material bearing the Name the notice “Copyright © by Spirit & Truth Eucharistic Adoration Communities, Inc.—All Rights Reserved” and any other notice desired by Licensor and, where such written or advertising, promotional, or display material bears a trademark or service mark, appropriate statutory notice of registration or application for registration thereon.

(b) Licensee will cooperate fully and in good faith with Licensor for the purpose of securing and preserving Licensor’s (or any grantor of Licensor’s) rights in and to the Name. At the termination or expiration of this Agreement, Licensee will be deemed to have assigned, transferred, and conveyed to Licensor any rights, equities, goodwill, titles, or other rights in and to the Name which may have been obtained by Licensee or which may have vested in Licensee in pursuance of any endeavors covered hereby, and Licensee will execute any instruments requested by Licensor to accomplish or confirm the foregoing. Any such assignment, transfer, or conveyance shall be without other consideration than the mutual covenants and considerations of this Agreement.

(c) Every use of the Name by Licensee shall inure to the benefit of Licensor. Licensee shall not at any time acquire any rights in such Name by virtue of any use it may make of such Name.

6. Effect of Termination or Expiration. Upon and after the expiration or termination of this license, all rights granted to Licensee hereunder shall forthwith revert to Licensor, and Licensee will refrain from further use of the Name or any further reference to it, direct or indirect, or anything deemed by Licensor to be similar to the Name.

7. Licensor’s Remedies (a) Licensee acknowledges that its failure to operate a Faith Community in full compliance with the provisions of Paragraph 2 shall terminate this Agreement and that its use of the Name after termination will result in the immediate and irremediable damage to Licensor and to the rights of any other licensee Licensee acknowledges and admits that there is no adequate remedy at law for such use and that, in the event of such use, Licensor shall be entitled to 38 equitable relief by way of temporary and permanent injunctions and such other further relief as any court with jurisdiction may deem just and proper.

(b) Resort to any remedies referred to herein shall not be construed as a waiver of any other rights and remedies to which Licensor is entitled under this Agreement or otherwise.

8. Notices. All notices to be given shall be given or made at the respective addresses of the parties set forth next to their signatures unless notification of a change of address is given in writing, and the date of mailing shall be deemed the date the notice or statement is given.

9. No Joint Venture. Nothing herein contained shall be construed to place the parties in the relationship of partners or joint venturers, and Licensee shall have no power to obligate or bind Licensor in any manner whatsover.

10. Assignment or Sublicense. This Agreement and all rights and duties hereunder are personal to Licensee and shall not, without the written consent of Licensor, be assigned, made subject to a security interest, sublicensed, or otherwise encumbered by Licensee or by operation of law. Licensor may assign but shall furnish written notice of assignment.

11. Waiver. None of the terms of this Agreement can be waived or modified except by an express agreement in writing signed by both parties. There are no representations, promises, warranties, covenants, or undertakings other than those contained in this Agreement, which represents the entire understanding of the parties. The failure of either party hereto to enforce, or the delay by either party in enforcing, any of its rights under this Agreement shall not be deemed a continuing waiver or a modification thereof and either party may, within the time provided by applicable law, commence appropriate legal proceedings to enforce any or all of such rights. No person, firm, group, or corporation (whether included in the Name or otherwise) other than Licensee and Licensor shall be deemed to have acquired any rights by reason of anything contained in this Agreement.

12. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Georgia without giving effect to such state’s conflict of laws rules.

13. Consent to Jurisdiction; Service of Process. The parties hereto irrevocably submit to the jurisdiction of the United States District Court for the Northern District of Georgia over any dispute arising out of or relating to this Agreement or any agreement or instrument contemplated hereby or entered into in connection herewith or any of the transactions contemplated hereby and thereby, and each party hereby irrevocably agrees that all claims in respect of such dispute or proceeding shall be heard and determined in such court.

14. Severability. Whenever possible, each provision in this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement shall be prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed as of the day and year first above written.

LICENSOR:

SPIRIT & TRUTH EUCHARISTIC ADORATION COMMUNITIES, INC.

Licensor’s address:

ADDRESS

By Martha Gaynoe, Director

LICENSEE:

Licensee’s address: *


By: (name) *


Its (title) *


Spiritual Director Name: *


Logistics Coordinator Name: *


Website Information to be posted:


Email Address: *