POL3-014 Exhibit B
MEMORANDUM OF UNDERSTANDING
for Event Promotion
Between ARMA International and (organization).
This Memorandum of Understanding, (hereafter referred to as the “Agreement”) is entered into this __ day of _____, 20___ (“Effective Date”) between Association of Records Managers and Administrators, Inc., a Kansas corporation, doing business as ARMA International, (hereafter referred to as “ARMA International”), having its principal place of business at 11880 College Blvd., Suite 450, Overland Park, KS 66210, USA and (organization name) a (state) corporation, having its principal place of business at (organization address).
STATEMENT OF INTENT
The parties recognize that ARMA International's members and committees have expertise relating to records management and associated methodologies. (brief description of organization’s scope), and that. ARMA International and (company) believe that it is in the best interest of their respective organizations and their respective constituents jointly to co-promote applicable events originated by (organization).
TERMS AND CONDITIONS
Procedures
(organization) agrees to communicate when an applicable program opportunity arises. Parties will review the opportunity and may choose to accept or decline. When accepted, the terms outlined in this agreement will apply.
When possible, (organization) will involve ARMA International in speaker selection, as ARMA International has access to many professionals in records and information management, e-Discovery, and many other facets on the information management industry.
Standing Agreement
The following promotion terms applies to all accepted programs:
ARMA International will provide:
(a) (2) Email promotions to it’s members
(b) Calendar listing on association event calendar with a link to the program web site
(c) Link to (organization) from ARMA International’s links page (in development)
(d) Materials and/or staff to display at the event(s)
(e) 1-time use of mail list (physical addresses) per event , with pre-approval
(organization) will provide:
(a) Listing for ARMA International as an association partner in print and/or electronic media, which includes logo and 50-word description when applicable (Exhibit A), including a link to the association web site
(b) Discount for ARMA members to attend the event (whether physical event or telephony-based)
(c) (2) complimentary registrations for ARMA International staff to attend the event
(d) Opportunity for ARMA International to have materials present at the event and/or for staff to host a 6-ft table top display at the event
(e) (organization) will either: 1) Agree to send an email to the registrant lists post-event on ARMA’s behalf (created by ARMA International) or, 2) Will grant 1-time use of registrant list data to ARMA International per event.
COPYRIGHT AND OTHER IP RIGHTS OWNERSHIP
The parties agree this agreement to be a co-promotional agreement only, that (organization) will retain all copyright ownership and Intellectual Property rights to it’s programs.
ARMA International will retain all contact information for it’s members and constituents, at no time will (organization) have direct access to any personally identifying information or e-mail addresses.
CONFIDENTIALITY
All disclosures of information by the parties relating to the matters contemplated by this agreement shall be deemed to be non-confidential, unless specifically disclosed pursuant to a separate written non-disclosure agreement between the discloser and the individual recipients of the information.
INDEMNIFICATION
Each party (the “Indemnifying Party”) agrees to be jointly, but not severally, liable to the other party (the “Indemnified Party”) for any damages payable to a third party, and for attorney's fees and costs incurred in the investigation and defense of any third party claim arising out of the publication, dissemination, or practice of the Joint Project.
Each party shall indemnify and hold the other party harmless from such direct and proximate damage.
Each party shall advise the other, in writing, immediately upon receiving written notice of any third party claim as to which liability is to be indemnified against or shared hereunder. The failure immediately to advise the other party of a claim shall void such other party's obligation of indemnification and contribution under this Agreement, to the extent that the delay prejudiced the ability to defend the claim or increased the amount of damages recoverable.
NOTICES
All notices and other communications required under this Agreement that are not covered shall be in writing and addressed as follows:
If to ARMA: Partnerships & Alliances
ARMA International
13725 W. 109th St., Suite 101
Lenexa, KS 66215
USA
If to (organization): (contact)
(Title)
(company/organization)
(address)
(city, state, zip)
(country)
TERMINATION
This agreement may be terminated by either party, for any reason, by providing 60 days’ prior written notice to the other party.
In the event of a termination of this Agreement, the rights and obligations of each party, as they relate to confidentiality and to the ownership of and right to exploit the IP rights, to the extent in existence at the time of said termination, shall survive such termination.
GENERAL
Both parties agree that all future public releases about the relationship between (organization) and ARMA International or the association’s involvement in promoting (organization’s) events (other than the terms outlined in this agreement) will have both parties’ approval prior to release.
The contents of this understanding will not reduce or constrain the parties from exercising their legitimate roles as separate organizations. This agreement does not affect the rights of either party to pursue independently any initiative at any time.
All activities associated with this agreement will respect the privacy of both parties and their associated members and participants. Both parties agree to respect the legal protection provided by copyright law, patent law, or other laws protecting intellectual property.
AGREED TO BY:
________________________________ _____________________________
_______________, Executive Director (Name), (title)
ARMA International (company)
Questions about previous Policies & Procedures? Contact Connie Hardy, Corporate Secretary.