Certification Trademark License Agreement

Click here to view this document and download as a PDF.

Welcome to the Certification Trademark License Agreement (“Agreement”) offered by American Medical Manufacturer’s Association, a Virgina Corporation (“Licensor”).

Licensor is an alliance of domestic Members, such as manufacturers and/or distributors, with a mission that includes ensuring consistent US access to quality, US-made, Licensed Product(s), as further defined below and including Personal Protective Equipment (PPE) and critical medical supplies. Licensor’s mission further includes creating a market environment that promotes, incentivizes, and helps sustain the domestic ownership and operation of Licensed Product(s) production. Also as part of its mission, Licensor is an owner of a Certification Trademark (as defined below) that is available for License (as defined below) under this Agreement to be used in connection with Licensed Product(s), as an indication of certain compliance with Licensor’s mission.

As part of its mission, Licensor offers the License to any entity (“Licensee”) that wishes to obtain from Licensor a grant to use Licensor’s Certification Trademark in connection with the Licensed Product(s), in the Territory (further defined below). Acceptance of this offer involves terms and conditions further defined in this Agreement, including: (i) limitations and obligations, per Licensed Product; (ii) license rights for a stated duration (Term) of use; and (iii) Licensor’s rights to review, inspect, and subsequently verify Licensee qualification and compliance. Licensor and Licensee are collectively referred to as the Parties.

This Part A covers portions of this Agreement, with additional terms and conditions set forth in Part B and which are and incorporated fully herein by reference and are also part of this Agreement, with Part B provided at the following link: click here

In consideration of the mutual covenants and agreements, as set forth in Part A and Part B of this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

  1. Membership and Payments. Licensee shall apply for, obtain, and maintain membership in good standing in one of the different Member levels offered by Licensor, including Licensor paying two amounts, namely a first amount corresponding to the appropriate Member level and a second amount based on the number of Licensed Product(s) for which a license hereunder is sought, as set forth at the following link: https://www.ammaunited.org/join/
  2. Licensed Product(s). By accepting this Agreement, or otherwise providing to Licensor in writing, Licensee indicates that each of the Licensed Product(s) that Licensee sells or distributes has been produced in the United States of America, 100% produced and processed in the United States, with commitment to use as much available US-sourced materials as feasibly possible, by a US-based company, in a US-based manufacturing facility, by US-based employees.
  3. License.
    1. Grant. Licensor hereby grants to Licensee during the Term (as defined below), a limited, non-exclusive, non-transferable, non-sublicensable (except as provided in Section 6) License to use the trademark shown by representative examples below, (“Certification Trademark”, as represented in US trademark application 98458213) solely in connection with the manufacture, promotion, advertising, offer for sale, distribution, and sale of Licensed Product(s), in the United States of America and its territories and possessions (“Territory”). Licensee’s use of the Certification Trademark should be based on digital media formats provided by Licensor.
    2. Reserved rights. No license or rights are granted to Licensee by implication, estoppel, or otherwise, other than as expressly granted by Licensor under this Agreement.
  4. Other Terms and Conditions. This Agreement further includes the terms and conditions, including certain DISCLAIMERS AND LIABILITY LIMITATIONS, set forth in Part B

 

 

Certification Trademark License Agreement

Part B

This Part B covers additional portions of this Agreement, with additional terms and conditions set forth in Part A and which are and incorporated fully herein by reference.

  1. Use of the Certification Trademark.
    1. With Licensed Product(s). Licensee, or any Sublicensee, may associate the Certification Trademark with Licensed Product(s) (but not any other product) by marking the goods, packaging, or advertising of such goods with the Certification Trademark.
    2. Avoiding Certification Trademark Use with Non-Licensed Product(s). To the extent Licensee (or any Sublicensee) manufactures, promotes, advertises, offers for sale, distributes, or sells both a Licensed Product(s) and another product(s) that does not satisfy the definition of Licensed Products (“Non-Licensed Products”), no license or right is granted for use of the Certification Trademark with such Non-Licensed Products. Licensee (or any Sublicensee) agrees to endeavor in good faith to avoid any confusion or suggestion that a Non-Licensed Product is being manufactured, promoted, advertised, offered for sale, distributed, or sold in connection with the Certification Trademark.
    3. Compliance. Licensee shall ensure that all Licensee/Sublicensee uses of the Certification Trademark with any Licensed Product(s), including in all advertising, marketing, and promotional materials used in connection with the Licensed Product(s), will comply with the form, requirements, and restrictions set forth in Licensor’s TRADEMARK USE GUIDE as then in effect, and as may be found at the following link: https://www.ammaunited.org/wp-content/uploads/2025/04/AMMA-Trademark-Use-Guide.pdf
    4. Pre-Approvals and Inspections.
      1. Licensed Product Pre-Approval Through Sample. For each Licensed Product with which Licensee will associate the Certification Trademark under this Agreement, and prior to any public depiction or release of said product in association with the Certification Trademark, Licensee will send Licensor representative samples, either in physical form or with adequate digital imagery thereof, of the Licensed Product and the manner in which the Licensee will associate the Certification Trademark for same, for Licensor’s review and approval.
      2. Inspection. So Licensor can ensure Licensee’s compliance with this Agreement, Licensee shall, with prior reasonable notice from Licensor and during normal business hours and subject to reasonable confidentiality obligations, and no more than one (1) time per year, permit, and shall require its Sublicensees (and/or including any third party supplier of a Licensed Product or material component thereof) also to 1 (one) time per year permit, Licensor (or its authorized representative), to inspect all facilities and records used in the Licensed Product(s)’ manufacture, packaging, storage, sale, offer for sale, or distribution.
  • Right to Cure. If Licensor identifies any objection or violation (collectively, “Noncompliance”) to any sample, usage, or fact identified in an inspection, under this Section, Licensor shall notify Licensee of the Noncompliance within thirty (30) days of Licensor’s receipt of said sample or inspection. In the event of such Noncompliance, Licensee shall have a right to cure same and to resubmit sufficient evidence of the cure (including a possible additional inspection), so that Licensor may reevaluate said evidence, or the Parties may otherwise reasonably agree in good faith to a manner to determine if Licensee has satisfactorily cured the Noncompliance. Before the cure of any Noncompliance, Licensee shall not begin (or shall immediately halt) sale, offer for sale, public depiction, or distribution of the affected Licensed Product(s) or other materials bearing the Certification Trademark until Licensor confirms in writing that Licensee has remedied the Noncompliance. If Licensor does not notify Licensee of any Noncompliance within thirty (30) days after any receipt of any sample, usage, or inspection, then the submitted/inspected usage of the Certification trademark in connection with the Licensed Product(s) or other materials bearing the Certification Trademark shall be deemed approved by Licensor.
  1. Sublicensing.
    1. Sublicense grant(s). Upon prior written notice to Licensor, Licensee may grant rights (“Sublicenses”) under the license granted in Section 3(a) to any of the following (“Sublicensee”): (i) any current or future wholly owned subsidiary of Licensee; and (ii) manufacturers, distributors, and other contractors solely for the purpose of providing goods or services to Licensee or otherwise acting on Licensee’s behalf. All Sublicenses must: (A) be in writing and include a copy of this Agreement, available by contacting us https://www.ammaunited.org/contact-us/ and including its Parts A and B, to such Sublicensee by incorporating same into an appropriate agreement between Licensee and the Sublicensee; (B) prohibit further sublicensing or assignment to a third party; and (C) expire or terminate automatically effective as of the expiration or termination of this Agreement under Section 12 or, in the case of a wholly owned subsidiary, the date the Sublicensee ceases to be a wholly owned subsidiary of Licensee.
    2. Sublicensee compliance. Licensee shall ensure that each Sublicensee complies with the applicable terms and conditions of this Agreement, provided that Sublicensee is not required to make additional payments to, or become a Member with, Licensor. Any Sublicensee must comply with Section 2 of this Agreement, for example by stating in writing to Licensor (directly or through Licensee), or by electronic submission, that each of the Licensed Product(s) provided by Sublicensee has been produced in the United States of America, 100% produced and processed in the United States, with commitment to use as much available US-sourced materials as feasibly possible, by a US-based company, in a US-based manufacturing facility, by US-based employees.
    3. Sublicensee breach. Any act or omission of a Sublicensee that would be a material breach of this Agreement if performed by Licensee will be deemed to be a material breach by Licensee.
  2. Ownership and Protection of the Certification Trademark.
    1. Acknowledgment. Licensee acknowledges and agrees that, as between the Parties, (i) Licensor owns and will retain all right, title, and interest in and to the Certification Trademark; and (ii) all use by Licensee or any Sublicensee of the Certification Trademark under this Agreement, and all goodwill accruing therefrom, will inure solely to the benefit of Licensor. Licensee shall not dispute or challenge, or assist any person or entity, directly or indirectly, in disputing or challenging, Licensor’s rights in and to the Certification Trademark or the Certification Trademark’s validity, and Licensee agrees that any violation of this provision will be deemed null, void, and ineffective in such a dispute or challenge.
    2. Registration and Maintenance. Licensor has the sole right, in its discretion and at its expense, to file, prosecute, and maintain all applications and registrations for the Certification Trademark. Licensee shall provide, at the request of Licensor and at Licensor’s expense, all necessary assistance with such filing, maintenance, and prosecution.
    3. Enforcement. Licensee shall promptly notify Licensor in writing of any actual, suspected, or threatened disparagement, infringement, dilution, or other conflicting use of the Certification Trademark by any third party of which it becomes aware. Licensor has the sole right, in its discretion, to bring any action or proceeding with respect to any such disparagement, infringement, dilution, or other conflict and to control the conduct of, and retain any monetary recovery resulting from, any such action or proceeding (including any settlement). Licensee shall provide Licensor with all assistance that Licensor may reasonably request, at Licensor’s expense, in connection with any such action or proceeding.
  3. Confidentiality. Each Party acknowledges that in connection with this Agreement it may gain access to information that is treated as confidential by the other Party, including information about the other Party’s business operations and strategies, goods and services, customers, pricing, marketing, and other sensitive and proprietary information (“Confidential Information”). Each Party shall not disclose or use any Confidential Information of the other Party for any purpose other than as reasonably necessary to exercise its rights or perform its obligations under this Agreement; provided that each Party may disclose Confidential Information to the limited extent required to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order.
  4. Representations and Warranties.
    1. Mutual Representations. Each Party represents and warrants to the other Party that: (i) it is duly organized, validly existing, and in good standing under the laws of the state or jurisdiction of its organization; (ii) it has the full right, power, and authority to enter into and perform its obligations under this Agreement; (iii) the execution of this Agreement by its representative for whose signature is provided, or electronic acceptance is provided hereof, has been duly authorized by all necessary organizational action of such Party; and (iv) when executed and delivered by such Party, this Agreement will constitute the legal, valid, and binding obligation of that Party, enforceable against that Party in accordance with its terms.
    2. Licensor Representations. Licensor represents and warrants that: (i) it is the sole and exclusive owner of all right, title, and interest in and to the Certification Trademark in connection with PPE; and (ii) it is the record owner of the registration(s) and/or application(s) set forth in Section 3(a).
    3. Licensee Representations. Licensee represents and warrants that: (i) it has obtained all approvals, licenses, and certifications necessary to exercise its rights and perform its obligations under this Agreement; and (ii) it is not aware of any actual or alleged violations of applicable law by Licensee relating in any way to the manufacture, promotion, advertising, offer for sale, distribution, or sale of the Licensed Product(s) in the Territory.
    4. DISCLAIMERS. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 9, LICENSOR EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, IN CONNECTION WITH THIS AGREEMENT AND THE CERTIFICATION TRADEMARK, INCLUDING ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LICENSOR MAKES NO REPRESENTATION OR WARRANTY THAT ANY CERTIFICATION TRADEMARK IS VALID OR THAT THE EXERCISE BY LICENSEE OF ANY RIGHTS GRANTED UNDER THIS AGREEMENT WILL NOT INFRINGE THE RIGHTS OF ANY PERSON.
  5. Indemnification.
    1. Licensee indemnification. Licensee shall indemnify, defend, and hold harmless Licensor and Licensor’s affiliates, officers, directors, employees, agents, successors, and assigns (each, a “Licensor Indemnified Party”) against all losses arising out of or in connection with any third-party claim (“Third-party Claim”), and relating to: (i) Licensee’s breach of this Agreement; or (ii) the manufacture, promotion, advertising, offer for sale, distribution, and sale of the Licensed Product(s) by Licensee or any Sublicensee, including but not limited to any regulatory or product liability claim or any claim of infringement or other violation of any intellectual property rights.
    2. Indemnification Procedure. In the event Licensee learns of any Third-party Claim, it shall promptly notify Licensor of same, in writing, and in no more than fourteen (14) days after knowing or having reason to know of said claim or no less than seven (7) days before any legal answer is due, whichever occurs first. Licensor shall promptly notify Licensee, in writing of any Third-party Claim for which Licensor is or may reasonably be entitled to indemnification under this Section. Licensee as indemnitor shall control the investigation and defense of such Third-party Claim, at Licensee’s expense. Licensor shall provide all assistance reasonably requested by Licensee, at Licensee’s expense. Licensee shall not settle any such Third-Party Claim in a manner that adversely affects the rights of Licensor without Licensor’s prior written consent, which will not be unreasonably withheld. Unless agreed otherwise, Licensor may participate in and observe any proceedings, subject to indemnification hereunder, with counsel of its choice at its own cost and expense.
  6. LIMITATION OF LIABILITY. EXCEPT FOR A PARTY’S LIABILITY FOR INDEMNIFICATION UNDER SECTION 10, BREACH OF CONFIDENTIALITY UNDER SECTION 8, OR A PARTY’S GROSSLY NEGLIGENT ACTS OR OMISSIONS OR WILLFUL MISCONDUCT, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES RELATING TO THIS AGREEMENT OR USE OF THE CERTIFICATION TRADEMARK HEREUNDER, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR PRODUCT LIABILITY), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  7. Term and Termination.
    1. Term. This Agreement is effective (“Effective Date”) as of its execution by a representative of Licensee providing a signature (written or electronic), or electronic acceptance is otherwise provided hereof (including, but not limited to, by electronic interface) and, unless terminated under this Section 12, will continue in effect, solely for the Licensed Product(s) qualifying under this Agreement and during the then-existing Term, and then expire:
      1. unless renewed as provided hereafter, if the Effective Date occurs on or after October 1 in a given calendar year, on the last day of March of the second calendar year following the given calendar year; or
      2. unless renewed as provided hereafter, if the Effective Date occurs before October 1 in a given calendar year, on the last day of March in the year succeeding the given calendar year.
    2. Renewal. Following the Effective Date, this Agreement may be renewed (or superseded), during the applicable first quarter of a calendar year per Section 12(a), above, according to terms and conditions then offered by and in effect from Licensor, as may be determined by Licensor in its sole discretion and for purposes of continuing or modifying terms and conditions of this Agreement while permitting ongoing use of the Certification Trademark. Licensor may, but is not obligated to, send notice (including electronic) of a reminder or indication to Licensee of an upcoming or past expiration or deadline to renew under this Section.
    3. Termination.
      1. By Licensee. Licensee may terminate this Agreement at any time without cause, and without incurring any additional obligation, liability, or penalty, by providing at least thirty (30) days’ prior written notice to Licensor.
      2. By Either Party. Either Party may terminate this Agreement on written notice to the other Party if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of such breach from the non-breaching Party. Without limitation and by ways of example, a Licensee’s failure to comply with any of Sections 1, 2, 5, 6, and 8 are grounds for Licensor to conclude such failure is a material breach of this Agreement.
    4. Effect of Termination. Expiration or termination of this Agreement will not relieve the Parties of any obligations accruing before the date of expiration or termination. Any right, obligation, or required performance of the Parties under this Agreement that, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.
    5. Sell-Off Period following expiration. For a period (“Post-Expiration Sell-Off Period”) of six (6) months after the date of expiration of this Agreement, Licensee will have the right to sell any Licensed Product(s) in its inventory as that inventory existed as of the date of expiration, in accordance with this Agreement’s terms and conditions.
    6. Sell-Off Period following termination. For a period (“Post-Termination Sell-Off Period”) of three (3) months after the date of termination of this Agreement (other than termination by Licensor pursuant to Section 2 (Licensed Product(s)) or Section 5 (Use of the Certification Trademark)), Licensee will have the right to sell any Licensed Product(s) in its inventory, as that inventory existed as of the date of termination, in accordance with this Agreement’s terms and conditions.
  8. Assignment. Except as expressly provided in Section 6 with respect to sublicensing, Licensee may not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Licensor’s prior written consent, except that Licensee may make such an assignment, delegation, or other transfer, in whole or in part, without the Licensor’s consent: (a) to an affiliate; or (b) in connection with the transfer or sale of all or substantially all of the business or assets of Licensee relating to this Agreement. No delegation or other transfer will relieve Licensee of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section is void. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
  9. General Provisions.
    1. Further Assurances. Each Party shall, and shall cause their respective affiliates to, upon the reasonable request, and at the sole cost and expense, of the other Party, promptly execute such documents and take such further actions as may be necessary to give full effect to the terms of this Agreement.
    2. Independent Contractors. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement creates any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party has authority to contract for or bind the other Party in any manner whatsoever.
    3. Notices. All correspondence or notices required or permitted to be given under this Agreement must be in writing or textual electronic communication, in English, and addressed to the other Party at its address set out below (or to any other address that the receiving Party may designate from time to time). Each Party shall deliver all notices by personal delivery, nationally recognized overnight courier (with all fees prepaid), or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a notice is effective only (i) upon receipt by the receiving Party and (ii) if the Party giving the notice has complied with the requirements of this Section. Such communications must be sent to the respective Parties at the following addresses (or at such other address for a Party as specified in a notice given in accordance with this Section):
If to Licensor: American Medical Manufacturers Association
1405 Fern Street #91671
Arlington, VA 22202Email: director@ammaunited.org
Attention: Eric Axel, Executive Director
If to Licensee: Notice will be provided to the Licensee Address, and Email, and to the attention of the officer or person, all indicated by Licensee at the time it electronically inputs such information and accepts the terms of this Agreement.
  1. Entire Agreement. This Agreement, including and together with any related or linked exhibits, schedules, and the TRADEMARK USE GUIDE, constitutes the sole and entire agreement of Licensor and Licensee with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.
  2. Modification. Licensor may, at its sole discretion and for purposes of advancing its mission as stated in Part A hereof, or as that mission may be modified in good faith from time to time, modify the terms and conditions of this Agreement without any notice or additional consideration to Licensee or, under its sole discretion, by sending or otherwise notifying Licensee of any such modification(s).
  3. No Third-Party Beneficiaries. Except for the right of Licensor to enforce its indemnification rights under Section 10, this Agreement solely benefits the Parties and their respective permitted successors and assigns, and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
  4. Amendment; Waiver. No amendment to this Agreement, other than renewal or modification by Licensor as provided hereinabove, will be effective unless it is in writing and signed by both Parties. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the waiving Party. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
  5. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect, to the extent practicable, any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
  6. Governing Law. This Agreement, and all matters arising out of or relating to this Agreement, will be governed by, and construed in accordance with, the laws of the State of Texas, without regard to any choice or conflict of laws provisions thereof.
  7. Venue. Any disputes arising out of or related to this Agreement shall be brought exclusively in the state or federal courts located in Dallas, Texas. The Parties hereby consent to the personal jurisdiction and venue of such courts and waive any objection based on forum non conveniens or any other basis.
  8. Equitable Relief. Each Party acknowledges that a breach by the other Party of this Agreement may cause the non-breaching Party irreparable harm, for which an award of damages would not be adequate compensation and, in the event of such a breach or threatened breach, the non-breaching Party will be entitled to equitable relief, including in the form of a restraining order, preliminary or permanent injunction, specific performance, and any other relief that may be available from any court. These remedies are not exclusive but are in addition to all other remedies available under this Agreement at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary.
  9. Licensee execution by electronic means. Licensee agrees that to the extent Licensee signs or otherwise accepts this Agreement electronically, including but not limited to a click-through or click box or other electronic selection indicating an affirmative acceptance hereof (including receiving and using materials under the license), said electronic action taken is an execution hereof and the legally binding equivalent to their handwritten signature.

Licensee acknowledges that it has read and understood, and hereby agrees to be bound by each of the terms and conditions set forth in this Agreement.