Exhibit 1, 901 FW 4, Sample Licensed Product Agreement


FWM#: 264 (new)
Date: July 24, 1996
Series: Special Program Series
Part 901: Migratory Bird Hunting and Conservation Stamp
Originating Office: Duck Stamp Office

FEDERAL DUCK STAMP PROGRAM
LICENSED PRODUCT AGREEMENT

This Agreement between (INSERT LICENSEE NAME), (hereinafter referred to as the Licensee) whose principal place of business is located at (INSERT LICENSEE ADDRESS) and the UNITED STATES FISH AND WILDLIFE SERVICE, Department of the Interior (hereinafter referred to as the Licensor), located at 1849 C Street, N.W., Suite 2058, Washington, D.C. 20240, shall become effective upon date of signature by the Licensor.

Whereas, Licensor has authority, pursuant to 16 U.S.C. 718e(c), to license the reproduction of the Federal Migratory Bird Hunting and Conservation Stamp (hereinafter referred to as the Federal Duck Stamp) on appropriate products manufactured, distributed and/or offered for sale by the Licensee.

Now, therefore, in consideration of the mutual covenants set forth herein, it is agreed as follows:

The Licensor grants to the Licensee the right to manufacture, or cause to have manufactured, and to distribute for sale those products bearing reproductions of the Federal Duck Stamp enumerated and described in paragraph 18 of this Agreement, subject to the following terms and conditions.

1. This License is nonexclusive. The Licensor reserves the right to issue any and all other Federal Duck Stamp Program licenses it deems appropriate. The Licensor reserves the right to disapprove a license if it is incompatible with the mission and goal of the U.S. Fish and Wildlife Service.

2. The term of this Agreement shall be for three (3) years from the date of execution of this Agreement by both parties.

Licensee is hereby provided the option of extending the term of this Agreement for an additional three (3) years. Licensee must exercise said option through a written notice to Licensor not less then sixty (60) days prior to the expiration of this Agreement.

On expiration of this Agreement, Licensee shall immediately cease all production of the products authorized by this Agreement and Licensee, within one year of said expiration, shall cease all distribution and sales of said products.

3. This Agreement can be cancelled without cause upon sixty (60) days written notice by either Licensee or Licensor.

On cancellation of this Agreement, Licensee, within thirty (30) days of said cancellation, shall cease all production of the product(s) authorized by this Agreement and Licensee, within one year of said cancellation, shall cease all distribution and sales of said products. Upon cancellation of Agreement, Licensee is required to submit a final royalty report on sales generated from date of cancellation through the one year timeframe with a check made payable to the U.S. Fish and Wildlife Service.

4. All products bearing reproductions of the Federal Duck Stamp shall be manufactured and marketed in accord with all applicable Federal, State and local laws including, but not limited to, the provisions of the Migratory Bird Hunting and Conservation Stamp Act, 16 U.S.C. 718e and clauses (ii) and (iii) of Section 504(1)(D) of Title 18, United States Code.

5. All reproductions of the Federal Duck Stamp shall include the complete stamp design (from perforation to perforation, 1.41 inches to 1.96 inches) as officially issued by the Department of the Interior. All Federal Duck Stamp reproductions appearing on duly licensed products shall be of a size less than three fourths, or more than one and one-half, in linear dimension, of the actual Federal Duck Stamp.

Licensor, in consideration of Licensee's payment of fifteen dollars ($15.00) per transparency, photo, or slide user fee, will provide Licensee with color transparency, photo, or slide of the Federal Duck Stamp designs to be reproduced by Licensee on the products described within paragraph 18 of this Agreement. The transparency, photo, or slide shall remain the property of the United States Government and must be returned to the United States Fish and Wildlife Service (Federal Duck Stamp Program) upon completion of licensee's use.

6. Licensee agrees to display on each product, on the product packaging, or on a printed notice enclosed within the product packaging the words "Nonexclusive Licensee of the United States Fish and Wildlife Service, Stamp design property of the United States Government." Licensee has option to use the Federal Duck Stamp Program's logo with the display or packaging of product(s).

7. Licensee will provide to Licensor reproduction sample product(s) or sample product design specifications evidencing the nature of the product(s), the manner in which the Federal Duck Stamp will be reproduced on said product(s) and Licensee's compliance with the relevant terms and conditions specified herein, relative to each of the products enumerated and described within paragraph 18 of this Agreement, which Licensor by execution of this Agreement has approved for manufacture, distribution and sale by Licensee.

The reproduction sample product(s) or sample product design specifications provided by Licensee, for Licensor's approval, shall be retained and utilized by Licensor as a standard of quality in evaluating Licensee's subsequent production of said product(s).

8. Licensee shall provide Licensor with an actual production sample of each of the product(s) authorized and licensed by this Agreement for approval as soon as said production samples are available and prior to distribution or sale of said product(s).

The production samples provided by Licensee shall become the property of the United States Government and may be used by the United States Fish and Wildlife Service within displays, at exhibitions and other public meetings, and through representative reproductions of said products in Federal Duck Stamp Program related printed and audio-visual materials.

9. The License granted does not in any respect constitute an endorsement or recommendation of Licensee's products bearing reproductions of the Federal Duck Stamp, or any other products manufactured and/or sold by Licensee, and Licensee shall not use the existence of this Agreement, or the public notice required by paragraph 6 above, as representing an endorsement by Licensor in any notice, advertising or other verbal or written communications.

10. Licensee agrees to indemnify and hold Licensor free and harmless against and from all actions, claims, suits, proceedings, losses, liabilities, damages and/or costs arising out of Licensee's manufacture, distribution, sale or other marketing of the product(s) authorized by this Agreement.

11. Licensee shall pay to Licensor a royalty equal to ten (10) percent of the sales price charged by Licensee for each licensed product sold. Royalty payments shall be by check or money order only, made payable to the United States Fish and Wildlife Service, and unless otherwise agreed to by Licensor in writing, shall be remitted on a quarterly calendar year basis (with the reports prescribed by paragraph 13 of this Agreement) to the United States Fish and Wildlife Service, Federal Duck Stamp Program, Department of the Interior, 1849 C Street, N.W., Suite 2058, Washington, D.C. 20240, telephone number: (202) 208-4354.

12. Upon execution of this Agreement by Licensee, Licensee shall remit an advance royalty fee of one thousand dollars ($1,000.00), payable by check or money order to the United States Fish and Wildlife Service. Royalties accruing to Licensor, under the terms of this Agreement, shall be applied by Licensor against the initial advance royalty fee payment. Upon execution of this Agreement by Licensor, this advance royalty fee is non-refundable.

No additional royalty payments are due and payable until Licensee's sales related accrued royalties exceed the initial one thousand dollars ($1,000.00) advance royalty fee payment.

13. Licensee shall maintain an accurate accounting of the Federal Duck Stamp licensed products manufactured and sold by Licensee and the resulting related royalties accruing to Licensor.

Licensee, unless otherwise agreed to in writing by Licensor, shall within fifteen (15) days of the close of each calendar quarter, (March, June, September, and December) submit to Licensor a written report detailing the number of each product outlined below manufactured and sold during the previous quarter, and the related accrued royalties applied by Licensee against the initial advance royalty fee or due to Licensor. Such reports shall be certified to be true and accurate by an authorized officer or agent of the Licensee. Failure to do so may subject the Licensee to an audit.

14. In the event the manufacturing, sales, and related royalty reports prescribed by this Agreement are not forthcoming, are incomplete or inaccurate, Licensor, upon not less than thirty days written notice to the Licensee, is authorized to audit, at Licensee's expense, Licensee's relevant related records. Licensor is entitled to conduct a periodic spot check of Licensees financial records by a U.S. Fish and Wildlife Service representative at any time.

15. If at any time during the term of this Agreement, Licensee fails to comply with or fulfill any of the terms or conditions of this License, Licensor may, at its discretion, cancel this Agreement for cause by providing Licensee with a written notice of said cancellation.

16. The Secretary of the Interior and the Comptroller General of the United States, or any of their duly authorized representatives, shall, until the expiration of five (5) calendar years after the close of Licensee's business year, have access to and the right to make audits, examinations, excerpts and transcripts of any of the pertinent books, documents, papers and accounting records relevant to this Agreement. Each licensee is required to submit an audit report prepared by a Certified Public Accountant (CPA) at the end of the 3 year license term certifying that all royalties due to the U.S. Fish and Wildlife Service have been remitted.

17. No member of or delegate to the Congress or Resident Commissioner shall be admitted to any share or part of this License or to any benefits that may arise therefrom, but this provision shall not be construed to extend to this License if made with a corporation for its general benefit.

18. Licensee's right to manufacture, or cause to have manufactured, and to distribute for sale products listed below bearing reproductions of the Federal Duck Stamp, unless otherwise agreed to by Licensor in writing, shall include any and all Federal Duck Stamp designs issued, or to be issued, by the Department of the Interior.

Product Product Approximate

Number Description Sales Price
 
 
 
 
 
 

For the Licensee For the Licensor
 
 
 
 

__________________________ _________________________

Signature Signature
 
 
 
 

(NAME) Jay L. Gerst

(TITLE) Assistant Director - Policy,

Budget and Administration

(COMPANY) U. S. Fish and Wildlife Service

____________ ____________

Date Date


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