Licensing Your Association’s Logo to Others

Whenever an association permits others to use its logo – be it members, chapters and other affiliated organizations, endorsed vendors, corporate sponsors, or others – it is imperative for the association to put strict conditions and limitations on the use of its logo. Failure to do so can jeopardize the association's trademark rights in its logo, create potential liabilities for the association, damage the association's reputation and goodwill, create the false impression of an association endorsement or guarantee where one does not otherwise exist, and result in a host of other significant problems for the association. The following model license is designed to be used by associations in conjunction with the distribution of their logo to association members who are permitted to use it on their websites, business cards, letterhead, storefronts, advertisements, and the like. The license can be easily modified for application to chapters, affiliates, endorsed vendors, corporate sponsors, etc., and an appropriately modified version of the license should be incorporated into contracts with these entities where a logo license is a part of the agreement. Finally, for a variety of important reasons, it is strongly advisable for associations to register their logo, as well as their name, as service marks with the U.S. Patent & Trademark Office (or with their state trademark office if only operating in one state).

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Model License of Association Logo to Members

The attached logo is the property of the ABC Association ("ABC") but may be used by ABC members in good standing in strict accordance with the terms and conditions set forth below. Use of the logo shall constitute consideration for, agreement to, and acceptance of the following terms and conditions of this license by the user:

1. The attached logo is the sole and exclusive property of ABC. This logo may be used only by ABC members in good standing if and only if such use is made pursuant to the terms and conditions of this limited and revocable license. Any failure by a user to comply with the terms and conditions contained herein may result in the immediate revocation of this license, in addition to any other sanctions imposed by ABC. The interpretation and enforcement (or lack thereof) of these terms and conditions, and compliance therewith, shall be made by ABC in its sole discretion.

2. As set forth in the attached, the logo is made available to ABC members in good standing. The logo may not be revised or altered in any way, and must be displayed in the exact same form, style and color as provided by ABC.

3. The logo may be used in a professional, commercially appropriate manner to signify the user's membership in ABC. The logo may never be used independent of the term "MEMBER," as set forth on the attached. Notwithstanding the foregoing, the logo may not be used in any manner that, in the sole discretion of ABC: discredits ABC or tarnishes its reputation and goodwill; is false or misleading; violates the rights of others; violates any law, regulation or other public policy; or mischaracterizes the relationship between ABC and the user, including but not limited to any use of the logos that might be reasonably construed as an endorsement, approval, sponsorship, or certification by ABC of the user, the user's business or organization, or the user's products or services, or that might be reasonably construed as support or encouragement to purchase or utilize the user's products or services.

4. Use of the logo shall create no rights for users in or to the logo or its use beyond the terms and conditions of this limited and revocable license. The logo shall remain at all times the sole and exclusive intellectual property of ABC. ABC shall have the right, from time to time, to request samples of use of the logo from which it may determine compliance with these terms and conditions. Without further notice, ABC reserves the right to prohibit use of the logo if it determines, in its sole discretion, that a user's logo usage, whether willful or negligent, is not in strict accordance with the terms and conditions of this license, otherwise could discredit ABC or tarnish its reputation and goodwill, or the user is not an ABC member in good standing.

5. Any questions concerning use of the logo or the terms and conditions of this license should be directed to ____________________.

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For more information, contact the author at jtenenbaum@TenenbaumLegal.com.

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Jeff is one of the nation’s leading nonprofit attorneys, and a highly regarded and frequent author, lecturer, media commentator, and expert witness on nonprofit legal matters. Formerly the longtime chair of one of the country’s largest nonprofit law practices, he is the recipient of numerous distinguished national awards and honors.
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