The Interfaith Children's Movement, Inc. (ICM) welcomes having a cooperative working relationship with organizations, faith communities, and businesses (all are henceforth referred to as “organization”) that support ICM's mission. Organizations, faith communities, and businesses that sign this “ICM Partnership Agreement” are considered ICM “Partners” even as we continue to work together in support of Georgia's Children.

ICM's mission statement reads: “The mission of the Interfaith Children's Movement (ICM) is to build a multi-faith grassroots advocacy coalition that works to create a Georgia where all children thrive.”

Partners increase ICM's effectiveness in advocacy for Georgia's children, and the partnership demonstrates a collective commitment to caring for the health, education, safety, empowerment, and physical and emotional needs of our children.

This Partnership Agreement does not, of course, create a business or legal relationship by which ICM and its partners legally can bind one another, does not mean they are involved in each other's managerial decisions and responsibilities, nor do they incur each other's fiscal responsibilities or liabilities. A partner is not obligated to endorse all ICM statements and programs and can indicate in writing when it does not want to be associated with a particular ICM initiative. The below, as an Addendum, formally addresses these and related technical/legal issues.

1. Partner Role & Responsibilities.

• By joining ICM's Partnership Program, Partner expresses its support of ICM's mission and activities generally and, subject to Section 2(c) below, its particular statements and programs in support of that mission.
• Partners provide an organizational liaison who agrees to work alongside an ICM liaison to identify active and intentional ways of collaborating, tracking, and celebrating our collaboration on behalf of Georgia's children.
• ICM and its Partners are not involved in each other's managerial decisions and responsibilities. Nor do ICM and its Partners incur any of each other's fiscal responsibilities or liabilities. Nothing in this Agreement creates an agency, joint venture, or formal, legal partnership relationship between the parties.
• A Partner is not obligated to endorse all ICM statements and programs, and can indicate in writing when it does not want to be associated with a particular ICM initiative. Additionally, a Partner may cancel its participation in the Partnership Program at any time pursuant to Section 3 below.

2. Grant of License.

• Partner hereby grants to ICM the non-exclusive right and license to use Partner's name and logo (collectively, the “Partner Marks”) on ICM's website and in ICM's written and electronic materials. Use of materials created by ICM which use the Partner Marks or any reference to Partner must be submitted to Partner prior to publication for review and reasonable opportunity to disapprove.
• ICM hereby grants to Partner the non-exclusive right and license to use ICM's name and logo (collectively, the “ICM Marks”) to promote Partner's commitment to and support of ICM. Use of materials containing ICM Marks or any reference to ICM must be submitted to ICM prior to publication for review and reasonable opportunity to disapprove.
• The Partner Marks and ICM Marks are collectively referred to herein as the “Marks.”

3. Term & Termination.
The term of this Agreement shall begin as of the Effective Date and shall continue indefinitely until terminated by either party pursuant to this Section 4 (the “Term”). At any time during the Term, either party may terminate the Agreement for convenience, effective upon written notice to the other party. If ICM amends its mission statement, it will notify Partner. Upon termination, the licenses shall terminate and each party shall cease using the Marks of the other party.

4. Fees.
Neither party is entitled to any fees or other compensation under this Agreement. Each party is responsible for its own expenses incurred in connection with the Partner Program.
 

5. Representations & Warranties.
Each party represents and warrants that it owns all right, title, and interest in and to its respective Marks. Further, each party agrees that it will take no action that is inconsistent with the other party's ownership of its Marks.

6. Indemnification & Limits of Liability.

• Partner agrees to indemnify and hold harmless ICM from any and all third-party claims arising out of or made in connection with any third-party claims that the use of the Partner Marks by ICM in accordance with the terms of this Agreement violates or conflicts with the rights of any other person or entity.
• ICM agrees to indemnify and hold harmless Partner from any and all third-party claims arising out of or made in connection with any third-party claims that the use of ICM Marks by Partner in accordance with the terms of this Agreement violates or conflicts with the rights of any other person or entity.
• The liability of any party for any breach of this Agreement, or arising in any other way out of the subject matter of this Agreement, will not extend to any incidental, indirect, special, exemplary or consequential damages or losses.

7. Tax & Legal Compliance.
a. Neither Partner nor ICM shall use the other's Marks in any manner which would cause income received by one pursuant to this Agreement to be taxed as unrelated business income to the other under the provisions to the Internal Revenue Code of 1986 (“UBIT”), and will immediately cease using the other's Marks in such a manner, should it unknowingly do so, if notified by the other that usage is causing or will cause UBIT.
b. Nothing in this Agreement shall be construed as requiring ICM to provide anything to Partner that would constitute a “substantial return benefit” within the meaning of 26 CFR 1.513-4(c)(2).

8. Notices.
a. Any notices or other communications required or permitted by this Agreement or by law to be served on or given to either party by the other party will be in writing and delivered or sent to the address set forth on the signature page below.
b. Each party may change its address for purposes of this Agreement by notifying the other party in writing. All notices or other communications will be considered served and given on the date when personally delivered to the party to whom it is directed or when deposited in the United States mail, first class, postage prepaid, and addressed to the party at the address stated above.

9. Miscellaneous.
This Agreement will be governed by and construed under the laws of the State of Georgia. This Agreement constitutes the entire agreement and understanding of the parties regarding this subject matter and combines and supersedes all prior discussions, negotiations, understandings and agreements between the parties regarding this subject matter. This Agreement may be amended only by a written document signed by both parties.