Kappa Delta Chi Sorority, Inc. Vendor License Agreement
Revised October 2013
(Type in Shaded Areas)
Agreement dated between Kappa Delta Chi Sorority Inc., a not-for-profit corporation organized in the State of Texas, and having it’s principal office at P.O. Box 10, Euless, Texas, 76039, hereinafter referred to as the SORORITY, party of the first part and having its principal office at hereinafter referred to as the COMPANY, party of the second part;
Whereas, the SORORITY is a national greek letter organization and is the owner of the registered trademark bearing the name Kappa Delta Chi, and is the owner of the trademarks bearing the greek letters representing Kappa Delta Chi, the images of the shield of the sorority and KDChi.
Whereas the COMPANY is engaged in the manufacture, sale, and/or distribution of various items generally used/desired by Greek Letter Organizations.
In light of these considerations it is agreed that:
1) For the term of this agreement, the SORORITY grants to the COMPANY a limited non-exclusive license to affix, use and reproduce the SORORITY’s registered trademarks and trademarks items bearing such marks.
2) For the term of this agreement, the SORORITY grants to the COMPANY a limited non-exclusive license to sell its good/merchandise, including inventory that does not bear the marks of the SORORITY, at approved SORORITY functions.
3) The COMPANY shall not produce any merchandise that has been exclusively granted to another entity. See Vendor Specifications.
4) The COMPANY shall submit a detailed list of merchandise to be manufactured, designed or sold which displays the name letters, insignia, etc. of the SORORITY.
5) The COMPANY will furnish samples, is so requested, as part of the certification process.
6) The COMPANY shall pay to the SORORITY, in advance a fee for a license. Said license is valid for one calendar year and indicated on the Vendor Certificate.
7) An additional fee is to be paid as determined by the SORORITY (national organization, region, or chapter) for a booth at SORORITY events. This includes but is not limited to National and/or Regional Conference, banquets, presents, etc.
8) The COMPANY shall not sublet booths.
9) The COMPANY shall post the Vendor Certificate in a conspicuous place at all times at the site where merchandise is being used, reproduced, sold, distributed and otherwise where COMPANY’S business is being conducted. This includes but is not limited to retail locations, booth, website, etc.
10) The COMPANY is given all rights as stated in the Vendor Specifications, once receipt of the annual licensing fee is received.
11) The SORORITY requires that all Vendors guarantee their products and services. Merchandise should be delivered and/or received within 45 days of order placement. Should a product be defective or incorrect in anyway, the client must receive an acceptable adjustment within a 30 day period.
12) The SORORITY reserves the right to cancel a license upon breach of conditions herein said Licensing Agreement, but said cancellation shall not relieve the Vendor of obligation to pay the Licensing Fee.
Further it is understood that:
1) The SORORITY assumes no liability to the COMPANY or to third parties with respect to the performance and/or characteristics of the goods/merchandise manufactures and/or sold by the COMPANY under the trademarks/trade name, or to the use of the trademarks/trade names, and also with respect to the performance characteristics of any other inventory sold by the COMPANY.
2) The SORORITY shall provide the COMPANY with Vendor Visual and Graphics Guidelines relating to its trademarks/trade names.
3) The SORORITY shall have the right to inspect the goods/merchandise prior to its distribution or sale of such goods/merchandise if it does not substantially conform to the directions and specifications provided to the COMPANY.
4) The SORORITY shall approve the method of distribution or marketing of the good/merchandise prior to any such distribution or marketing.
5) The SORORITY shall have the right to prohibit and restrict the sale of any and all goods/merchandise by the COMPANY, including that inventory which is not affixed with the SORORITY’S trademarks/trade names at any of the SORORITY public functions if it appears that said items are not in keeping with and/or are contrary to the goals and objectives of the SORORITY. The right to restrict the sale shall not be capriciously or arbitrarily applied by the SORORITY.
6) The COMPANY acknowledges the SORORITY’S exclusive right, title, and interest in, and to the trademarks/trade names and will not at any time do or cause to be done any act or thing contesting or in any way impairing or tending to impair any such right, title, and interest.
7) The COMPANY shall not in any manner represent that it has any ownership in the trademarks/trade names or registration thereof, and the COMPANY acknowledges that the use of the trademarks/trade name shall inure to the benefit of the SORORITY.
8) The COMPANY shall only use the registered trademarks/trade names in accordance with the specifications and directions furnished by the SORORITY to the COMPANY.
9) The COMPANY shall indemnify and hold harmless the SORORITY against all losses, damages, and expenses including attorney feeds, incurred as a result of, or related to, claims or third parties involving the manufacture or sale of the goods/merchandise and all other inventory.
10) The COMPANY shall not transfer or assign this agreement/contract without first obtaining prior written consent of the SORORITY.
In Witness thereof, the parties hereto have caused their names to be subscribed by their respective designees authorized to execute this Licensing Agreement.
Kappa Delta Chi Sorority, Inc. / Company:Tiffany Hopwood / Print Name:
Vice President of Fiscal Affairs / Title:
Signature: ______/ Signature: ______
Date: / Date:
Email form to