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Page 1: Alpha Kappa Alpha Sorority, Incorporated Kappa Alpha Sorority, Incorporated ... The definition of a manufacturer includes at least one of the following, and may not be limited to,
Page 2: Alpha Kappa Alpha Sorority, Incorporated Kappa Alpha Sorority, Incorporated ... The definition of a manufacturer includes at least one of the following, and may not be limited to,

Alpha Kappa Alpha Sorority, Incorporated 5656 S. Stony Island Avenue • Chicago, Illinois 60637 • Phone 773.684.1282 • Fax 773.288.8251 • www.AKA1908.com

CORPORATE OFFICE

Dear Prospective Vendor:

Please be advised that you must be issued a vendor’s license to: (1) make, have made or sell retail products

bearing Alpha Kappa Alpha Sorority, Incorporated (“Sorority”) trademark/trade name, (also known as

“paraphernalia” or “goods”); or (2) sell paraphernalia or different items at any of the Sorority’s public

functions. You may not use another vendor’s license, or allow another to use your license, to manufacture or

sell retail products related to the Sorority. You must also verify that anyone who makes items bearing

Sorority Marks is independently licensed by AKA to do so for each category of goods they make.

Consequently, until you receive a Certificate of License for 2018 you are NOT AUTHORIZED to sell

Sorority goods.

You may apply to become a Licensed Vendor by completing and submitting the following documents:

Vendor Application and Credit Card Authorization Form

Code of Conduct

Current State Business License or Certificate

Current Certificate of Good Standing

Proof of Insurance

Verification of Goods

Proof of ownership of company/business, if seeking membership discount

Vendor Agreement

After these items have been completed by the applicant, received and thoroughly reviewed by the AKA

Corporate Office, only then after you have received a Certificate of License will the applicant be considered

a licensed vendor. The application period ends November 1 of every year and the license is valid for one

calendar year. The Certificate of License expires December 31 of the year issued, thus you must reapply for

a license annually.

The Certificate of License authorizes the licensed Vendor to sell the approved goods to financially

active members of the Sorority and is only issued for products, which sustain and enhance the image of the

Sorority. Also, the Sorority reserves the right to revoke or terminate any license should the items sold, in the

Sorority’s sole discretion, are prohibited as defined below; promote a negative image; includes a design or

mark that infringes upon another’s intellectual property; is immoral; of poor taste; tarnishes the Sorority

good will, name or trademarks, or is contrary to the views and standards of the Sorority.

Following is the description of each item the Applicant must submit to obtain a Certificate of License from

Alpha Kappa Alpha Sorority Inc.

Vendor Application and Payment

Vendor Application should be submitted and continuously updated with any changes to company name or

contact information. If you use a post office box for your address, please include a physical address as well.

It is also required that a current city or state business license be submitted with the application. A Credit

Card Authorization Form should accompany the Vendor Application if paying by credit card (American

Express, MasterCard and Visa ONLY). Other acceptable forms of payment are cashier’s checks or money

orders, made payable to Alpha Kappa Alpha Sorority, Inc. The deadline for submission of the vendor

application with required documentation is November 1, 2017. Please be advised that all vendor fees

are non-refundable after approval.

Page 3: Alpha Kappa Alpha Sorority, Incorporated Kappa Alpha Sorority, Incorporated ... The definition of a manufacturer includes at least one of the following, and may not be limited to,

New Vendor Application Letter

Page 2

Vendor Code of Conduct

Applicant must submit a signed copy of the Vendors Code of Conduct with the vendor application by

November 1, 2017. The purpose of this document is to ensure that all vendors will, at all times, conduct

themselves in a professional and respectful manner, as outlined by the Sorority. Failure to do so may result

in a fine or termination of your vendor’s license at the sole discretion of the Sorority. Sorority also requires

vendors to establish a policy and provide training for its staff, employees and volunteers to ensure

compliance with the Code of Conduct.

Proof of Insurance

After applicant has satisfactorily passed the initial review by the Sorority, meaning the Sorority has received

from applicant all of the required documentation, a jpeg photo of each item it intends to sell bearing the

Sorority trademarks and the Sorority is inclined to issue a vendor’s license, all applicants must submit Proof

of Insurance regardless to whether you attend sorority events or not. The Proof of Insurance must have a

minimal limit of One Million Dollars ($1,000,000.00) for each occurrence and product and that also names

the Sorority as an additional insured. It must be submitted with the signed Agreement to finalize the

licensing process, after which you may receive a Certificate of License if deemed a licensee by Sorority.

The deadline date for submission of current proof of insurance is November 1, 2017 and no later than

November 15, 2017. ALL vendors must submit a Certificate of Insurance (COI). Failure to provide

the Corporate Office with a current COI will result in the rejection of your application and your

application fee being returned less a $50.00 administration fee for processing and handling.

Verification of Goods

Occasionally, there may be a misunderstanding regarding the use of the correct AKA intellectual properties.

To ensure that the goods you desire to make and sell are not prohibited and meet the Sorority standards, we

will need jpeg submissions of each good that bear the Sorority marks. After making the selection of goods

on your application, the applicant is required to verify the goods he/she intends to sell by providing

representation of each item per category as a jpeg file. Applicant must also verify that the items it intends to

sell are those of its own design and/or that they have permission to sell the items whose unique design

belongs to another vendor. Using or misusing the designs and/or goods belonging to another may result in a

fine, suspension and/or termination of your license, as well to potential litigation with the other vendor.

All goods displaying Sorority marks must contain the actual registered and other trademark symbols of the

Sorority. Please see Attachment A – Authorized Trademarks. Failure to properly mark your goods will

result in their immediate removal and/or destruction, a fine and possibly termination of your license in

the Sorority sole discretion.

Proof of Ownership of Company/Business

Applicants who are seeking the membership discount of $900.00 must be an active member of the Sorority

and must clearly establish that they are the owner/principal of the business applying for the vendor license by

including the following current information: 1) proof that you are the majority owner; 2) your percentage of

business ownership; and 3) your position in the business.

Also, it is now required that ALL vendors submit a current certificate of license or business license and

Certificate of Good Standing that has been issued by the state in which you do business.

If applicable, the applicant is also required to submit a list of all company subsidiaries that will also sell

AKA items and Sorority goods associated with each subsidiary that it intends to sell. You are also to include

jpeg photos of each item per category of goods selected on your application. The applicant may be required

to pay an additional fee depending on the items sold by the subsidiaries, and the subsidiary principal line of

business, at the discretion of the Sorority.

Page 4: Alpha Kappa Alpha Sorority, Incorporated Kappa Alpha Sorority, Incorporated ... The definition of a manufacturer includes at least one of the following, and may not be limited to,

New Vendor Application Letter

Page 3

Vendor Agreement

Deadline date for submission of Vendor Agreement is November 1, 2017. After applicant has submitted

a signed Vendor Agreement, along with the Proof of Insurance, the Sorority will finalize the vendor

application process and issue a Certificate of License to those it deems appropriate. Failure to provide the

Corporate Office with a signed Vendor Agreement and all other requested documents will result in the

rejection of your application and your application fee being returned less a $50.00 administration fee

for processing and handling.

Manufacturer Requirements

The definition of a manufacturer includes at least one of the following, and may not be limited to, “any one

or entity that makes, manufactures, or causes another to make or manufacture items bearing Sorority Marks.

A manufacturer for AKA licensing purposes is also one who sells more than $250,000.00 in Sorority goods.

Restrictions imposed upon an applicant to obtain or renew vendor’s or manufacturer’s license include, but

are not limited to:

a) must sell only to the Sorority Corporate Headquarters and its staff, currently licensed manufacturers,

currently licensed vendors, or currently financial sorority members (must independently verify

current license status of vendors and manufacturers by requesting a copy of its COI before making or

selling AKA related items for or to them; respectively);

b) are prohibited from directly contacting officers, staff, chapters or members outside of the vending

area unless approved by the Executive Director in writing;

c) must abide by the Manufacturer Code of Conduct;

d) will not sell Sorority goods to wholesalers, distributors, thrift shops, second-hand shops, on third

party internet companies such as eBay, amazon.com, etsy, pinterest or similarly situated individuals,

companies or businesses;

e) will not make or sell any item prohibited by the Sorority that bears its mark;

f) will not make or sell any item bearing the Sorority mark in conjunction or co-branded with the

trademark of another; and

g) will not bypass established Sorority RFP and other processes and protocols related to making,

supplying and selling items to the Sorority, its chapters and regions.

Failure to abide by these restrictions may result, in the Sorority’s sole discretion, a fine, suspension or

combination of the two; termination of your license, and all resulting damages including consequential and

incidental to the Sorority and its affected chapters and members.

Fees

Applicant must submit the applicable license fee from the following fee schedule. These fees do not include

or guarantee Regional Conference or National Convention booths or exhibit space, which may be available

at an additional cost.

Verified Financial Members of AKA $ 900.00

Vendors with 25 or more years of consecutive vending history with AKA $ 1,500.00

Vendors with 1 – 24 years of consecutive vending history with AKA $ 2,500.00

New Vendors $ 3,500.00

Manufacturer ONLY $ 7,500.00

Manufacturer and Vendor (Retailer) $10,000.00

Page 5: Alpha Kappa Alpha Sorority, Incorporated Kappa Alpha Sorority, Incorporated ... The definition of a manufacturer includes at least one of the following, and may not be limited to,

2018 Vendor Renewal Information

Page 4

Please note that a separate licensing fee must be paid for the right to sell items bearing the 2014-2018

administration’s logo, “Launching New Dimensions of Service” (“LNDS”). JEWELRY BEARING THIS

MARK IS SPECIFICALLY EXCLUDED AS APPROVED ITEMS FOR SELL UNDER ANY

CIRCUMSTANCE. The fee to obtain a LNDS Group Marks License is annually and the request to use the

LNDS Group Marks should be accompanied by jpeg photos of items to be sold.

Also, a separate licensing fee must be paid for the right to use the collective names of the Sorority Founders

and Former Presidents, their likeness or image when referencing their association with the Sorority (“Pearl

Marks” or “Pearl”). The fee to obtain a Pearl Mark License is annually and the request to use Pearl Marks

should be accompanied by jpeg photos of items to be sold.

Launching New Dimensions of Service (LNDS) Group Marks $2,000.00

Pearl Mark License $3,000.00

Prohibited Items The items include, but are not limited to: alcohol; tobacco; hazing; paddles and items tied to a culture of, and

associated with, hazing; using the Crest, Shield or Ivy Leaf (Badge) on items that are walked on such as shoes, sandals,

slippers or sat on including but not limited to placing them across the butt of any pant, shorts and the like or on car

mats, floor mats, home welcome mats, on seat cushions etc.; on caskets or head/grave stones; related to children 18

years of age or younger; items that are sexist; sexually suggestive or explicit remarks; profanity; firearms or other

weapons; or drug-related paraphernalia; controlled or illegal substance; that cast the Sorority in a negative light; that

endorses or associates the Sorority with any other organization or entity without prior written expressed permission;

anything that conflicts with the ideals and principles of the Sorority; political campaigns or promotion of political

causes; and those that are in bad taste, racist or demean another’s heritage, sexual orientation, race, color or creed. All

forms of subscriptions are prohibited unless by a separate written agreement with the Sorority. In addition, AKA Marks

may not be used on clothing for non-members, men, infants, toddlers or pets. Furthermore, Greek Letters such as “A”

and “K” shall not be used singularly to represent the Sorority or any of its members.

Following is a checklist of the documents needed by the Sorority to begin the 2018 Vendor Application

process:

Vendor Renewal Application and Payment (fees are non-refundable after approval)

Verification of Goods (representation of each item per category as a jpeg file)

Vendor Code of Conduct

Current Copy of State Business License or Certificate of License and a current Certificate of Good

Standing from your incorporating state

Proof of Ownership of Company/Business (if seeking membership discount); indicate if you are

majority owner; provide your percentage of business ownership; and your position in the business.

If applicable, submit a list of all company subsidiaries and Sorority goods associated with each

subsidiary, including jpeg photos of each item per category of goods selected on your application.

Proof of Insurance

Vendor Agreement

Please be reminded that to be an AKA authorized vendor and to participate in sorority events, it is imperative

that the Corporate Office has an executed Vendor Agreement and COI on file for your company. Unless we

have these documents on file, your application will be rejected and your application fee will be returned

less a $50.00 administration fee for processing and handling.

Again, until you receive a fully executed Vendor Agreement and current Certificate of License you are NOT

AUTHORIZED to sell Sorority goods in 2018.

Failure to abide by these Operating Guidelines and Vendor Code of Conduct and those implemented by the

Sorority from time-to-time may, in AKA sole discretion, result in termination of your license, forfeiture of

any fees paid and/or any other penalty assessed by the Sorority. Licensed vendors are listed in the Ivy Leaf,

our quarterly magazine, and additional advertising options are available for a fee.

Page 6: Alpha Kappa Alpha Sorority, Incorporated Kappa Alpha Sorority, Incorporated ... The definition of a manufacturer includes at least one of the following, and may not be limited to,

2018 Vendor Renewal Information

Page 5

You should be aware of our Vendor Alert Network that include Sorority members, vendors and

manufacturers, which monitor those selling products bearing our copyrights, trademarks and trade name.

Violators of the Agreement will have their license(s) terminated and shall be prosecuted to the fullest extent

permitted by law where applicable.

If you have additional questions, please feel free to contact the Corporate Office, Vendor Relations,

[email protected].

Sincerely,

Cynthia D. Howell

Executive Director

Enclosures: (5)

1) Vendor Application and Credit Card Form

2) Vendor Code of Conduct

3) Vendor Agreement

4) Attachment A – Authorized Trademarks

5) Exhibitor/Vendor Tips

Page 7: Alpha Kappa Alpha Sorority, Incorporated Kappa Alpha Sorority, Incorporated ... The definition of a manufacturer includes at least one of the following, and may not be limited to,

2018 VENDOR APPLICATION

Alpha Kappa Alpha Sorority, Incorporated

Company Name:

Company Address: ______________________________________________________________ (Please include physical address if using a POB)

City: State: Zip Code:

Phone: E-mail:

Website:

Primary Contact: Check One: Soror Mr. Mrs. Ms.

Check appropriate fee:

$3,500.00 New Vendors

$ 900.00* Financial Members of AKA

City or State Business License enclosed

Certificate of Good Standing enclosed

*To be approved for the member discount, the vendor must be a financial member of

the Sorority and the majority owner of the company. The information below must

be completed in its entirety to be considered for the member discount:

Name: Financial Card #: ________________

This individual will be publicly listed as the contact person for the company

Position in the company: _____________________________________________________

Check if you are majority owner in the company and include supporting documentation

Specialty License fees (check all that you would like to purchase):

$2,000.00 Launching New Dimensions of Service (LNDS) Group Marks

$3,000.00 Pearl Mark License

If applicable, provide a list of all company subsidiaries and the Sorority goods associated with

each subsidiary, including jpeg photos of goods.

Page 8: Alpha Kappa Alpha Sorority, Incorporated Kappa Alpha Sorority, Incorporated ... The definition of a manufacturer includes at least one of the following, and may not be limited to,

Please check the non-Sorority goods you wish to have approved to be sold by your company. Please submit jpeg

photos as representation of each item per category. If more than one option, please circle all that apply.

Accessories [Ladies] Desk/Office Accessories Mirrors/Accessories

African Artifacts Digital Applications Monograms

Apparel [Children/Infants] Dolls Pens/Pencils

Apparel [Ladies] Furs Photos/Pictures/Posters

Apparel [Men] Garment Bags Sculptures

Art/Prints/Posters Glassware Shirts/T-Shirts

Auto Accessories Greek Paraphernalia Shoes

Badges/Buttons Hats/Caps Sportswear

Banners/Flags Hosiery/Socks Sweaters

Bath Accessories Jackets Toys/Games

Bath Apparel Jewelry Transfers

Beachwear/Playwear Khaki/Safari Shirts Travel Kits/Tote Bags

Books/Literature Lamps Umbrellas

Candy/Cookies Leather Goods Wooden Artifacts

Ceramics/Cups/Mugs License Plates/Frames Others:

Cosmetics/Cosmetiques Linen/Bedding

Crafts/Quilted Crafts Loungewear

Decals Luggage/Purses

Please check the Sorority goods you wish to have approved to be sold by your company. Please submit

artwork or photos jpeg as representation of each item per category. If more than one option, please

circle all that apply. All goods displaying Sorority marks must contain the actual registered and other

trademark symbols of the Sorority.

Accessories (Ladies) Desk/Office Accessories Monograms/Transfers

Apparel (Ladies) Digital Applications Pens/Pencils

Art/Prints/Posters/Photos Dolls Sculptures

Auto Accessories Glassware Shirts/T-Shirts

Badges/Buttons/Decals Jackets Shoes

Banners/Flags Jewelry Subscriptions Prohibited

Bath Accessories/Apparel Leather Goods Sweaters

Candy/Cookies License Plates/Frames Umbrellas

Ceramics/Cups/Mugs Linen/Bedding/Throws Wooden Artifacts

Crafts/Quilted Crafts Luggage/Purses/Tote Bags Other:

_________________________

You must supplement this annual identification of goods for review and approval by providing items that were

not included in the original application and submission for this calendar year, and include a jpeg picture for

each newly submitted item two months before, posting, advertising, selling or offering to sell it.

Prohibited Items The items include, but are not limited to: alcohol; tobacco; hazing; paddles and items tied to a culture of, and

associated with, hazing; using the Crest, Shield or Ivy Leaf (Badge) on items that are walked on such as shoes, sandals,

slippers or sat on including but not limited to placing them across the butt of any pant, shorts and the like, or on car

mats, floor mats, home welcome mats, on seat cushions etc.; or on caskets or head/grave stones; related to children 18

years of age or younger; items that are sexist; sexually suggestive or explicit remarks; profanity; firearms or other

weapons; or drug-related paraphernalia; controlled or illegal substance; that cast the Sorority in a negative light; that

endorses or associates the Sorority with any other organization or entity without prior written expressed permission;

anything that conflicts with the ideals and principles of the Sorority; political campaigns or promotion of political

causes; and those that are in bad taste or demean another’s heritage, sexual orientation, race, color or creed.

Subscriptions are also prohibited unless a separate written agreement is entered into with the Sorority. In addition, AKA

Marks may not be used on clothing for non-members, men, infants, toddlers or pets. Furthermore, Greek Letters such

as “A” and “K” shall not be used singularly to represent the Sorority or any of its members.

Page 9: Alpha Kappa Alpha Sorority, Incorporated Kappa Alpha Sorority, Incorporated ... The definition of a manufacturer includes at least one of the following, and may not be limited to,

If you plan to sell Sorority goods, please list the Manufacturer(s) who will make Sorority goods for you as a

licensed vendor. Please indicate if you will make your own items and if you will make or sell items to other

vendors as well. THESE ENTITIES MUST BE INDEPENDENTLY LICENSED BY THE SORORITY

AND HAVE THEIR OWN ID NUMBER ISSUED BY AKA. IF YOU DO NOT PRESENTLY HAVE A

LICENSED MANUFACTURER, YOU MUST SECURE ONE WITHIN 45 DAYS OF SECURING A

VENDOR’S LICENSE OR YOUR LICENSE WILL BE CANCELLED AND ALL FEES FORFEITED.

There is a $25.00 fee for replacement or duplicates of your Certificate of License. However, you may not

obtain a duplicate Certificate of License for another vendor or manufacturer to use. Failure to abide by this

restriction may, in Sorority sole discretion, result in the termination of your license or a substantial fine.

Location(s) you own and operate where your

products are sold or displayed (a certificate is

needed for each location):

___________________________________________

Company Name

___________________________________________

Address

___________________________________________

City State Zip

Phone ( ) _________________________________

Website(s): __________________________________

___________________________________________

Company Name

___________________________________________

Address

___________________________________________

City State Zip

Phone ( ) _________________________________

Website(s): __________________________________

____________________________________________

Company Name

____________________________________________

Address

____________________________________________

City State Zip

Phone ( ) _________________________________

Website(s): __________________________________

MANUFACTURERS

Companies that produce your AKA designs, or

who will make Sorority goods for you as a

licensed vendor. A list of AKA authorized

manufacturers will be supplied upon request.

____________________________________________

Company Name Manufacturer#

____________________________________________

Address

____________________________________________

City State Zip

Phone ( ) _________________________________

Website(s): __________________________________

____________________________________________

Company Name Manufacturer#

____________________________________________

Address

____________________________________________

City State Zip

Phone ( ) _________________________________

Website(s): __________________________________

____________________________________________

Company Name Manufacturer#

____________________________________________

Address

____________________________________________

City State Zip

Phone ( ) _________________________________

Website(s): __________________________________

Page 10: Alpha Kappa Alpha Sorority, Incorporated Kappa Alpha Sorority, Incorporated ... The definition of a manufacturer includes at least one of the following, and may not be limited to,

The type of license(s) you are seeking as a vendor:

General Sorority Goods Pearl Marks LNDS Group Marks

Please note that you are prohibited from making or selling jewelry bearing the LNDS Marks.

Please return your application to:

Alpha Kappa Alpha Sorority, Inc.

ATTN: Vendor & Licensing

5656 South Stony Island Avenue

Chicago, IL 60637

773 684-1282 Fax: 773 288-8251

FOR OFFICE USE ONLY

Items received:

Vendor Application and Fee

Specialty License Fee(s), if requested

jpeg artwork or photos of each good

Vendor Code of Conduct

State Business License or Certificate of License

Current Certificate of Good Standing from Incorporating State

Proof of Ownership (member discount)

Subsidiaries and goods list, if applicable

jpeg photos of goods sold by subsidiaries

Proof of Insurance (COI)

Vendor Agreement

Items not approved:

_________________________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

Payment

Check/Money Order #: _______________________ Date Received: _____________________

Credit Card Type: ___________________________

Amount Paid $: _________________________________

Page 11: Alpha Kappa Alpha Sorority, Incorporated Kappa Alpha Sorority, Incorporated ... The definition of a manufacturer includes at least one of the following, and may not be limited to,

Alpha Kappa Alpha Sorority, Incorporated 5113 S Harper Ct., Suite 2C • Chicago, Illinois 60615 • Phone 773.684.1282 • Fax 773.288.8251 • www.AKA1908.com

CORPORATE OFFICE

2018 Vendor Credit Card Authorization Form

Company Name: ______________________________________________

Primary Contact: ______________________________________________ (PLEASE PRINT)

Please charge the following credit card for my AKA Vendor Licensing Fee(s).

The type of license(s) you are seeking as a vendor:

General Sorority Goods

$ 900.00 Financial Members of AKA

$3,500.00 New Vendors

$2,000.00 LNDS Group Marks

$3,000.00 Pearl Mark License

Total Authorized Amount in Fee(s) Being Paid: $______________

Type of Card: _________________________________________________

Credit Card No.: _______________________________________________

Expiration Date: __________/__________

Name on Card: ________________________________________________ (PLEASE PRINT)

Signature for Authorization to charge your card:

______________________________________ Date:______________ Signature

Page 12: Alpha Kappa Alpha Sorority, Incorporated Kappa Alpha Sorority, Incorporated ... The definition of a manufacturer includes at least one of the following, and may not be limited to,

Alpha Kappa Alpha Sorority, Incorporated 5656 South Stony Island Avenue • Chicago, Illinois 60637 • Phone 773.684.1282 • Fax 773.288.8251 • www.AKA1908.com

ALPHA KAPPA ALPHA SORORITY, INC.

2018 OPERATING GUIDELINES AND VENDOR CODE OF CONDUCT

Alpha Kappa Alpha Sorority, Incorporated (“AKA” or “Sorority”) has developed these Operating Guidelines and

Vendor Code of Conduct (“Code”) to provide licensed vendors with a clear understanding of AKA policies concerning

the selling of any goods (collectively hereinafter “goods”) imprinted, emblazoned, embossed, or stamped with (collectively

“bearing”) AKA trademarks or service marks (collectively “Marks”, “AKA Marks” or “Sorority Marks”). Any

questions about the policies expressed in this Code should be directed to Vendor Relations at [email protected].

This Code is incorporated into and made a part of the License Agreement that must be signed before any

vendor may design, m a k e , market, sell or offer to sell Sorority goods. PLEASE READ THIS CODE

THOROUGHLY BEFORE SIGNING IT AND THE LICENSE AGREEMENT.

DEFINITION

Authorized Vendors (also referred to as “Licensed Vendors”) are those individuals and businesses with whom AKA

has entered into a contract (License Agreement) signed by the Vendor and the Executive Director of AKA

authorizing the vendor to use, with limits, AKA Marks on good to be made, sold, offered for sale, displayed and/or

distributed (collectively hereinafter “sell”) solely to members and those buying on behalf of members of AKA

(hereinafter collectively referred to as “members” for purposes of the licensing program and related documents only).

An Authorized Vendor loses its authorization when it sells items bearing the Sorority Marks to everyone else

except other currently Licensed Vendors and Licensed Manufacturers.

FEES, RULES AND REGULATIONS

1. Fees for Authorized Vendors. Authorized vendors shall pay an annual fee for the opportunity to

market, display, offer to sell or sell goods pursuant to the License Agreement.

2. Appropriate Venues. Authorized vendors shall sell goods bearing AKA Marks only at approved

Sorority public functions and on a website that they independently own and operate. Approved Sorority functions

include direct sales to individual members of AKA at Regional Conferences, National Conventions, State and Local

Meetings, and/or other Sorority Exhibit Trade Shows.

3. Inappropriate Venues. Sells from hotel rooms, hallways and corridors; other non-designated public

space(s) during any approved AKA function; and on any third-party websites such as eBay, amazon.com; etsy.com,

craigslist, pinterest, etc., or on social medium platforms that are not owned and operated by Authorized Vendor are strictly

prohibited. A vendor’s License may be revoked if it is determined that the vendor, either directly or indirectly, has been,

is or attempts to sell AKA goods from such locations or sites.

4. License Non-Transferable. In no event shall any vendor sell, gift, transfer, assign or otherwise divest

its/his/her rights to their vendor’s License to any other individual, partnership(s), joint venture, for profit business

corporation, non-profit organization, or any other entity, without written consent from the Sorority. Violation of this

policy will lead to the immediate termination of the License Agreement and shall subject you to other legal actions at the

discretion of the Sorority.

5. Goods Approval Required. Vendors are authorized to sell only goods that has been submitted to, and

approved by, the Sorority. This is a continuing requirement and thus, any good introduced for sale after the initial

approval of goods must be independently approved before posting, publishing, selling and offering for sell. The Sorority

reserves the right to terminate the vendor’s License if the vendor violates the License Agreement or AKA policies,

procedures, operating guidelines or this Code.

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6. Quality of Goods. All paraphernalia and goods bearing AKA Marks shall be of good quality; shall be

presented in good taste and in the highest professional manner. Samples of all goods to be designed, made, sold,

offered for sell, or marketed must be submitted to AKA before any design, manufacture, sell, or marketing of any such

goods. The Sorority may, at any time during this agreement, request that Licensee submits within 7 business days at

Licensee’s expense, a representative sample, of each item that it advertises, sells and offers to sell that bears at least one

of the Sorority marks.

7. Non-Disparagement of Other Fraternal Organizations. The Sorority will not allow at any AKA

event vendor to sell, offer to sell or display any goods that disparages other fraternal or social organizations, or in

any way bears negative images, terms, phrases, or sayings.

8. Specifications for Using the Mark.

a. Use of Sorority Name. No vendor shall use the name Alpha Kappa Alpha Sorority, Inc. or any

derivative or shorten version of it or in the possessive; nor shall use any other AKA Mark with sayings, phrases,

or artistic renditions unless the vendor has obtained advance written approval from the International President or

the Executive Director of AKA.

b. Use of Founders’ Name, Likeness and Picture. No vendor shall use, make, sell or offer to sell

any picture, print, artwork, design or other visual rendition (hereinafter collectively referred to as “pictures”) of the

Founders of AKA (also known as “The Pearls”) on any goods or paraphernalia unless the vendor has obtained

advance written approval from the International President or the Executive Director of AKA, and secured the

appropriate additional license(s). Pictures of The Pearls shall never be used casually, such as on T-shirts or other

clothing, tote bags, puzzles, screen savers, umbrellas, rugs, throws or afghans, any item used to walk, stand or sit on,

paraphernalia and related types of items. Likewise, vendors may not use the name or likeness of any Founder,

individually or collectively, with reference to the Sorority, in any manner referenced above without prior written

permission. When licensed and authorized to sell items bearing or referencing The Pearls, vendor’s such use is strictly

limited to that associated with the Sorority as founders and as specifically approved. Thus vendor is prohibited from

using or associating The Pearls in any other mode, method, medium or manner.

c. Use of Greek Letters. The Greek Letters of AKA should always be of equal proportion and

should not be distorted, altered or one letter given more emphasis than the others. The Greek Letters shall not be used

in the possessive sense such as “AKAs” or “AKA’s”. Furthermore, Greek Letters such as “A” and “K” shall not be

used singularly to represent the Sorority or any of its members.

d. Use of Images Associated with AKA. The frog, mouse, Pink Panther or any other animal or

symbol, not specifically acknowledged or approved by the Sorority, are not official symbols of AKA. Consequently

they may not be used with official Sorority symbols or with indicia such as the colors “Pink and Green”, the Tea Rose

flower or ivy; with the Sorority name, or in reference to AKA.

9. Display of License. The vendor shall display the Vendor’s License a n d Vendor’s Number at all

times when selling or offering to sell Sorority goods. Including on your independently owned and operated website and

social medium platforms.

10. No Degrading Use. No AKA Marks, including any form of Sorority name, its Greek Letters, or any

of its other symbols shall be used on, or in association with, prohibited items such as alcohol; tobacco; hazing;

paddles and items tied to a culture of, and associated with, hazing; using the Crest, Shield or Ivy Leaf (Badge) on items

that are walked on such as shoes, sandals, slippers, socks, footies or sat on including, but not limited to, placing them

across the butt of any pant, jogging suit, leggins, aerobic wear, shorts and the like, or on car mats, floor mats, home

welcome mats, on seat cushions etc.; or on caskets or head/grave stones; related to children 18 years of age or younger;

items that are sexist; sexually suggestive or explicit remarks; profanity; firearms or other weapons; or drug-related

paraphernalia; controlled or illegal substance; that cast the Sorority in a negative light; that endorses or associates the

Sorority with any other organization or entity without prior written expressed permission; anything that conflicts with the

ideals and principles of the Sorority; political campaigns or promotion of political causes; and those that are in bad taste

or demean another’s heritage, sexual orientation, race, color or creed, in casket linings, or upon tombstones. In addition,

AKA Marks may not be used on clothing for non-members, men, infants, toddlers or pets.

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ALPHA KAPPA ALPHA SORORITY CUSTOMS AND TRADITIONS

1. The official flower of the Sorority is the Tea Rose. The official colors are salmon pink and apple green. Pink

and green are the only acceptable substitutes. The colors for the crest are to be only those shown in the

Intellectual Property Listing Attachment after the License Agreement.

2. No individual AKA member or officer except the International President or Executive Director may

authorize the use of the Sorority Name, the Founders’ pictures or any AKA Mark.

3. The official symbol is the Ivy Leaf.

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VENDOR CODE OF CONDUCT

As a vendor of Alpha Kappa Alpha Sorority, Incorporated you are expected to:

A. Maintain the highest standards of professional and personal conduct;

B. Supply the best quality materials and items for sell to and for Sorority members;

C. Refrain from any type of inappropriate or unwelcome solicitation or conversation

during Sorority sponsored events, conferences, trainings, Boule and vending areas;

D. Comply with operating guidelines, rules and regulations established by the Sorority;

E. Comply with the terms of the License Agreement;

F. Verify that any manufacturer/vendor offering to sell you AKA goods

is a current and approved vendor or manufacturer licensed for each category of items,

as defined in the licensing documents, by requesting their Vendor ID Number and

including it on the Bill of Sale, RFP or other sales document for later reference;

G. Refrain from making inappropriate advances, comments to members, customers,

Vendors, and Sorority staff and officers;

H. Refrain from engaging in disruptive, argumentative or actions that results in a conflict

between and amongst vendors, manufacturers, staff or Sorority representatives;

I. Refrain from creating a tense or hostile vending area or working relationship;

J. Refrain from making disparaging or negative comments about the Sorority, its

staff, officers or other vendors (all complaints and concerns should be directed to

Vendor Relations, [email protected] or an official Sorority representative);

K. Provide the Sorority with your company policy related to paragraphs G – J above, and the

training program provided to its owner, employees and volunteers to support its policy.

L. Agree not to enter the vending area, nor begin to set up your booth, before the posted

operating hours; and agree to promptly cease selling or attempting to sell at the

designated end of vending hours, failure to do so will result in a fine of at least $250.00;

M. Attend all call and emergency meetings by the Sorority, even if it means that I must

temporarily close my booth or leave it unattended, failure to do so shall result in a substantial

fine and/or being prohibited from vending at event;

N. Not enter or remain in the vending area smelling of, or under the influence of, alcohol

or drugs. I also agree to immediately and quietly without incident leave the area if asked by

Sorority staff or one of its official representatives;

O. Not have any person, company or entity make, create or manufacture any item unless they

or it has been licensed and previously approved by the Sorority to do so; and

P. Be aware and acknowledge the Sorority right to suspend or terminate the associated

License Agreement, in its sole discretion, if I violate its spirit, any term or condition herein.

I have read and understand the contents of the Vendor Code of Conduct. Consequently, by signing this

document below, I agree to be bound by the terms of the Operating Guidelines and Vendor Code of Conduct. I

also verify that I have authority to enter into this agreement.

____________________________________ By:_______________________________________________

Name of Licensee (PLEASE PRINT) Officer Signature Date

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Alpha Kappa Alpha Sorority, Incorporated 5656 South Stony Island Avenue • Chicago, Illinois 60637 • Phone 773.684.1282 • Fax 773.288.8251 • www.AKA1908.com

VENDOR LICENSE AGREEMENT

This Vendor License Agreement is entered into and is effective on this 1st day of January in the year of 2018, by

and between Alpha Kappa Alpha Sorority, Inc. (hereinafter “Sorority” or “AKA”), a corporation organized in

the District of Columbia, having its principal address at 5656 S. Stony Island Avenue, Chicago, Illinois 60637,

and _______________________________________________ (hereinafter “Licensee”), organized and existing

under the laws of the state of _______________________, having a principal place of business at

__________________________________________________, and any business operated by or associated with

the goods described herein that is owned or operated by Licensee.

WITNESSETH

WHEREAS Sorority is the sole owner of its trademarks, service marks, slogans, logos, designs, and copyrights

(hereinafter “Intellectual Property”);

WHEREAS, Sorority has the sole authority to use its Intellectual Property and license others to make, sell, offer

to sell, post, publish, stream and use its Intellectual Property;

WHEREAS Sorority has federally registered Intellectual Property and continues to federally register its

Intellectual Property with the United States Patent and Trademark Office, The Register of Copyrights, Library

of Congress and with other country’s registration authorities throughout the world;

WHEREAS, Sorority is the owner of common law trademarks and service marks, and continuingly develops

new trademarks, service marks and copyrights (collectively with Intellectual Property hereinafter known as

“Licensed Marks” and “Sorority Marks”);

WHEREAS, Sorority and Licensee desire to enter into an Agreement wherein Sorority grants Licensee a

limited, nonexclusive, terminable, and revocable License to make for personal or corporate use, copy, display,

distribute, and sell various non-prohibited goods and products (hereinafter “paraphernalia” or “goods”) bearing

Sorority Intellectual Property listed herein subject to the strict conformance to the terms and conditions of this

Agreement, Operating Guidelines and Code of Conduct and other related documents;

WHEREAS, Licensee desires to sell paraphernalia and related non-prohibited goods (collectively hereinafter

known as “Goods”) bearing Sorority Intellectual Property;

WHEREAS, Licensee is also referred to and known as “Vendor” in the Vendor Agreement and Operating

Guidelines, and throughout this License Agreement, Vendor is licensed to sell approved Sorority-related Goods

(as described herein), and such sell shall be subject to the same conditions, restrictions and obligations in the

Vendor License Agreement, Operating Guidelines and Vendor Code of Conduct as if restated herein;

WHEREAS, Licensee acknowledges that said license is limited to the use detailed herein, and does not include

any other rights including, but not limited to, movie; video; sound recordings; streaming; posting or any other

Internet use (unless the Goods are being sold on a website and/or social media platform that Vendor owns and

operates) including blogging and chat rooms; any other multimedia transmissions or recordings; books;

screenplay, television, film or any other literature directly or indirectly depicting Sorority, its image, its

Founders or its history without separate prior written approval from the International President or Executive

Director;

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WHEREAS, Licensee agrees to destroy and provide proof of destruction or to surrender all goods bearing

Sorority Marks within its possession and/or control within 30 days after the expiration or termination of this

License;

WHEREAS, Licensee acknowledges the validity of Sorority right, title, interest in and to the Intellectual

Property referred to herein and those yet to be created, including Sorority right to register any and all of said

Intellectual Property, whether existing or yet to be created, under the laws of any jurisdiction;

WHEREAS, Licensee acknowledges that all use of said Intellectual Property shall inure to the sole benefit of

Sorority in any and all jurisdictions;

WHEREAS, Licensee acknowledges and agrees that Sorority does not endorse Licensee or its goods; and that

License shall not state, suggest or infer such a relationship, or that it has any other relationship with Sorority

other than that of licensor-licensee with Sorority;

WHEREAS, Licensee acknowledges and agrees that Sorority retains any and all rights in said

Intellectual Property, and that no transference of rights has, does, or will occur from Sorority to Licensee as a

result of this License Agreement;

WHEREAS, Licensee acknowledges and agrees to assign to Sorority all rights, title and interest in any design,

drawing, photograph, slogan, copyright, trademark, text, sound recording, video, stream, artwork, software and

any and all other Intellectual Property bearing Sorority Marks created on behalf of Licensee or made as a result

of Licensee’s association with Sorority, members of Sorority or using Sorority Intellectual Property;

WHEREAS, Licensee acknowledges and agrees that Licensee is not an agent of, nor does it represent the

Sorority in any way; and

WHEREAS, Licensee agrees to abide by the Operating Agreement and Vendor Code of Conduct and any other

rules and processes provided by Sorority from time to time.

NOW THEREFORE, in consideration of the mutual covenants and agreements herein set forth and for other

good and valuable consideration, receipt whereof the parties hereto acknowledge, it is agreed as follows:

1. License. The Sorority hereby grants to Licensee the limited, non-exclusive and terminable right to use

Sorority trademarks, copyrights and Intellectual Property as stated above and listed on Attachment “A” for the

goods stated on Licensee’s certificate solely for the purpose provided herein.

2. Quality of Merchandise. Licensee understands that Sorority Intellectual Property is a valuable

property right and Licensee agrees at all times to sell and to create goods using the foregoing licensed Sorority

Marks with a high standard of quality and good taste as determined by the Sorority. Licensee grants to the

Sorority the right to inspect Licensee’s goods at any time during a public event, as well as during reasonable

hours at Licensee’s place of business, Licensee’s place of manufacture and storage facility to ensure that proper

quality and control procedures are in effect. Licensee must also verify that it is properly using and marking the

licensed Sorority Marks as shown on Attachment “A”.

Also Sorority may, at anytime during this agreement, request that Licensee submits within 7 business days at

Licensee’s expense, a representative sample, of each item that it advertises, sells and offers to sell that bears at

least one of the Sorority marks. In addition, at all times Licensee shall observe the Sorority instructions and

rules, which may change from time-to-time, with respect to use of Licensed Marks. All goods must be

presented to Sorority Corporate Office (or its duly assigned representative) via email as a jpeg file for each item

proposed to be licensed, that is 5 Megabytes or less, for approval at least two months prior to manufacture,

distribution or sell. Sorority reserves the right to, at anytime, either terminate this License or levy a fine, or both

at Sorority sole discretion, for noncompliance with this or any other paragraph. Further, Licensee shall

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guarantee any and all goods it sells, and shall remit a refund or acceptable adjustment for any defective good it

sells within 45 days of notice or customer complaint.

3. Protection of Name and Sorority Marks. Licensee agrees to use the licensed Sorority Marks only in

the manner and under circumstances as specified herein and according to Attachment “A”. Licensee agrees not

to further license or permit another to use the Sorority Licensed Marks without first verifying that they have a

current and valid license to do so or the express written consent of the Sorority. In addition, Licensee shall not

alter or otherwise change any Sorority logo, trademark or design including, but not limited to its Shield and

Crest. Licensee further agrees not to commit any act or acts that could disparage, harm, or tarnish the Sorority or

Sorority Licensed Marks or permit another to do so. Still further, Licensee agrees to NOT sell any good or

otherwise associate any Sorority Licensed Marks with an animal, including but not limited to mice, fish, frogs or

bunnies.

Licensee also agrees not to sell or offer for sell any item prohibited by Sorority. Prohibited items include, but

are not limited to: alcohol; tobacco; hazing; paddles and items tied to a culture of, and associated with, hazing;

using the Sorority Badge or Shield on items that are walked on such as shoes, sandals, slippers or sat on

including but not limited to placing them across the butt of any pant, shorts and the like, or on car mats, floor

mats, home welcome mats, on seat cushions etc.; or on caskets or head/grave stones; related to children 18

years of age or younger; items that are sexist; sexually suggestive or explicit remarks; profanity; firearms or

other weapons; or drug-related paraphernalia; controlled or illegal substance; that cast the Sorority in a

negative light; that suggests or infers an endorsement or associates the Sorority with any other organization or

entity without prior written expressed permission; anything that conflicts with the ideals and principles of the

Sorority; political campaigns or promotion of political causes; public figures and those that are in bad taste or

demean another’s heritage, sexual orientation, race, color or creed. In addition, AKA Marks may not be used

on clothing for non-members, men, infants, toddlers or pets.

In addition, AKA Marks may not be used on clothing for non-members, men, infants, toddlers or pets.

Furthermore, Greek Letters such as “A” and “K” shall not be used singularly to represent the Sorority or any of

its members.

Still further, if Licensee becomes aware of any infringement; imitation unlicensed design, sell, manufacture,

distribution; or unauthorized use of the Sorority Intellectual Property, Licensee shall promptly notify the

Sorority in writing of any such action and provide the greatest amount of detail as possible.

Failure to abide by the mandates above may, in Sorority sole discretion, subject Licensee to sanctions, penalties

and or termination of license.

4. Prohibition Against Co-Branding. Licensee agrees not to combine, co-brand, place near or use

Sorority intellectual property, in connection with or the vicinity of, another’s trademark or copyright. More

specifically, Licensee may not use Licensed Marks in conjunction with any other mark, registered or common

law. The following are non-limiting examples of prohibitive uses “AKA Chanel Bag” or “AKA iphone cover”.

5. Prohibition Against Subscriptions & Mass Email Marketing. Licensee agrees not to subscribe, offer

to subscribe or offer subscriptions to anyone concerning or including any item bearing Sorority marks without a

separate written agreement from Sorority to do so. Licensee also agrees not to solicit via email, social media or

by any other means contact Sorority members. However, Licensee may do so only after receiving prior written

permission from each individual member you intend to contact. This prohibition includes chapters, officers and

Sorority employees.

6. Sales Policy Related to Selling Goods Bearing Sorority Marks. The manufacturer must

submit its adopted sales policy, within 45 days of becoming a licensed vendor, that guards against selling

items bearing Sorority Marks to unlicensed vendors and manufacturers. The policy must include at least the

following:

a) Requesting copy of each vendor and manufacturer’s Certificate of License before conducting

business with them;

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b) Recording each vendor and manufacturer’s ID number;

c) Ensuring that you will not make items prohibited by the Sorority;

d) Ensuring that the manufacturer/vendor accurately reproduced Sorority marks, logos and

designs; and

e) Ensuring that the appropriate registered trademark symbol is placed on all Sorority-related items

as indicated in the License Agreement.

7. Goodwill in Licensed Marks. Licensee agrees that it is critical that goodwill be protected and

enhanced and, toward this end, Licensee shall not during the license term or thereafter:

a) Apply to register or maintain any application or registration that includes the Licensed Marks,

any marks confusingly similar thereto, indicia used to reference the Sorority or use the Sorority

name or marks in the title of any of Licensee’s registrations or product offering;

b) Alter or use any colorable imitation of any of the Licensed Marks, or any variant form

(including variant design, forms, logos, colors, or type styles) of the Licensed Marks not

specifically approved by Sorority;

c) Misuse of the Licensed Marks;

d) Use the Licensed Marks, or any mark or name confusingly similar thereto, in or in association

with Licensee’s domain name, corporate or trade name, email address, website, blog, Facebook

page, twitter account, Instagram, snapchat or other forms of existing and yet-to-be created social

media platforms and mediums;

e) Take any action that would tend to destroy, question, diminish, blur or tarnish the goodwill in

the Licensed Marks or the Sorority;

f) Post, sell or offer to sell any item bearing Sorority Intellectual Property or Licensed Marks on

third-party websites including but not limited to ebay.com, amazon.com, etsy.com, pinterest and

craigslist.org; and

g) As a condition of this Agreement, if Licensee does post any such item as stated in the above

paragraphs 4(b) thru 4(f), Licensee grants Sorority herein the right to immediately remove such

item without prior notice or permission, and Licensee shall be subject to all other fines and

penalties set forth herein and in the Operating Guidelines.

8. Term of License. This License and the rights conferred hereunder are granted to Licensee for a term of

the calendar year January 1 to December 31, 2018, and may be renewed for periods of one calendar year upon

subsequent application by Licensee and, acceptance, review and approval by Sorority, at the sole option of

Sorority. Knowing that the license is on a year-to-year basis, Licensee is advise to make items in a quantity that

it has a good faith belief that it will exhaust all sales during the license period. Sorority may, but is not obligated

to, permit Licensee to sell the remaining inventory beyond the term of this license.

Licensee assumes all risks in the quantities of merchandise and items bearing the Sorority marks. Consequently,

because this agreement can be terminated with and without cause, the Sorority is not liable for any quantity you

have on hand, purchase or agree to purchase goods but are unable to sell per this Agreement including, but not

limited to breach of contract or early termination.

9. Termination. Sorority may immediately terminate this License Agreement before the term of the

License under the following conditions as well as those stated elsewhere in this License Agreement. Licensee

shall also forfeit all monies paid and be liable to the Sorority for all consequential damages unless otherwise

stated herein:

a) If at any time Sorority shall, in its sole discretion, deem the Licensee to be in violation of the

requirements, mandates, restrictions, terms or conditions of this Agreement or any other

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signed or referenced document related thereto, and such violation is not cured within 15 days

of notice.

b) If at any time Sorority shall determine that the quality of Licensee’s goods is not up to

Sorority standards and such deficiency is not cured within 30 days.

c) If at any time, in the sole judgment of Sorority, Licensee shall fail to protect the Sorority

Mark(s); fail to use the appropriate marking related to such mark; or misuse such marks that

are related to Sorority Intellectual Property.

d) If Licensee post, publish, offer to sell or sells items bearing Sorority Intellectual Property by

auction, social media platforms, applestore or via websites that it does not independently own

or operate in its normal course of business including, but not limited to, such prohibited

websites such as eBay.com, amazon.com, etsy.com, craigslist.org, pinterest, etc…

e) If Licensee allows another person, company or entity to make, post, sell or offer to sell items

in any manner, mode or fashion independently or under its license.

f) If Licensee purchases goods from a manufacturer, vendor or third party that does not have its

own current and valid license from the Sorority to make and sell such items.

g) If Licensee sells or offers to sell goods to a manufacturer, vendor or third party that does not

have its own current and valid license from the Sorority to make and sell such items.

h) If Licensee fails to treat Sorority members and staff, and those buying for or on their behalf,

courteously and respectfully.

i) If Licensee fails to deliver all purchases within 45 days of the purchase, unless otherwise

agreed to by buyer in writing. Licensee’s refund policy related to items bearing Sorority

marks must be clearly and prominently posted in its vending area. In the event Licensee is

unable to deliver such purchase in a timely manner, due to no fault of the buyer, Licensee

must give buyer the option to receive a full refund of the purchase price within 10 business

days of buyers demand. Failure to do so may result in the immediate termination of this

license and forfeiture of all fees paid and all other remedies available to Sorority under the

law.

j) If Licensee sells items bearing the Sorority Intellectual Property to department, wholesale, or

retail stores, or to individuals or entities that do not have a valid and current license from

Sorority.

k) If Licensee gives, sells, donates or otherwise transfer items bearing the Sorority Intellectual

Property or Licensed Marks to any store, retailer, discount, thrift or second-hand retailer.

l) At any time, without cause, upon thirty (30) days written notice to the Licensee by the

Sorority, which notice can be via fax, mail by mailing to the address below or email with a

courtesy copy receipt. In the event this option is chosen, Sorority will refund pro-rata the

unused portion of the paid license fee, less any penalties and fines, provided that Licensee has

not breach this Agreement or any related document.

m) If Licensee attempts to sell, transfer, assign or otherwise surrender its rights or obligations

under this Agreement to another who is not a party hereto. However, Licensee shall remain

responsible and liable for any breach of this Agreement.

n) For failure to use the appropriate symbols TM, SM, ®, © or other markings as directed and

where applicable on all merchandise in conjunction with the Sorority Intellectual Property.

(See Attachment “A”, Authorized Trademarks of Alpha Kappa Alpha Sorority, Incorporated.)

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o) For failure to display a sign in the premises where they post, offer to sell and/or sell items

bearing Sorority Marks (“Sorority items”) and, if applicable, on their website which states that

“Attention Buyer: A condition to purchasing items bearing Alpha Kappa Alpha Sorority, Inc.

trademarks and copyrights, is that you acknowledge and agree that such transactions are

limited only to: financial members; other currently licensed vendors and manufacturers; and

officers and staff of the Sorority Headquarters (hereinafter collectively known as “authorized

purchasers”). By purchasing Sorority items, you are representing to the seller that you are an

authorized purchaser and acknowledge that the transaction is dependent on you being an

authorized purchaser. You acknowledge and agree that purchase of Sorority items for any

other reason is prohibited, that you are purchasing the item(s) under false pretense, and that it

may result in the Sorority exercising its right to repossess such purchased item, and shall

preclude the unauthorized purchaser from subsequently selling such item(s) under the First

Sale Doctrine.”

p) For stating, directly or indirectly, suggesting or inferring that the Sorority endorses or is

associated with Licensee in any capacity other than someone who has a limited license to sell

non-prohibited goods bearing Sorority Marks. Also for claiming that an item is “Official” or

officially licensed in such a way as to infer that Licensee or its product has a relationship with

the Sorority other than that as a licensee unless stated so in writing by the Sorority.

q) For selling items bearing the Sorority Marks or indicia to non-members, non-licensed vendors

and/or non-licensed manufacturers.

Please note that upon the expiration or termination of the license, Sorority is not obligated to renew Vendor as

a Licensee. Such renewal is strictly in the sole discretion of Sorority. It is also important to note that Licensee

has the sole responsibility to make and purchase goods in such quantities that it is more likely than not that

Licensee will sell all of its goods during the current license term, which ends on December 31st annually.

Under no circumstance or event shall the Sorority be liable or responsible to Licensee, or anyone else, for any

goods that bear Sorority Marks that remain after the License term has expired or the license has been

terminated.

10. Effect of Termination. Upon any termination or expiration of this Agreement, the Licensee shall

immediately cease using the Sorority Intellectual Property and the Licensee shall be immediately prohibited

from selling any good bearing or associated with the Sorority Intellectual Property or any other trademark or

trade name associated with the Sorority. Also, the Licensee shall immediately cease identifying itself as a

Licensed Vendor of the Sorority’s Goods. Further, Licensee shall verify under oath and in writing within 30

days that it has either destroyed all goods remaining after its License has ended or has been terminated, or has

had them sent to Sorority headquarters. Finally, nothing herein shall relieve Licensee from any obligation or

liability to the Sorority created as a direct or indirect result of Licensee’s actions or inactions. Licensee shall be

responsible for reasonable fees and costs related to Licensee’s breach of this Agreement and that are necessary

for Sorority to enforce any provision, term or condition of this Agreement.

11. Fees. Licensee agrees to pay an annual license fee(s) according to the following fee schedule at the

time of executing this Agreement:

Financially active members of Sorority $ 900.00

Vendors with 25 consecutive years or more vending history with AKA $ 1,500.00

Existing vendors with less than 25 consecutive years of vending

history with AKA

$ 2,500.00

New vendors $ 3,500.00

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Exclusions:

This annual license fee does not include booths or exhibit space, which are awarded independently and apart

from this process, and at an additional charge for specific conferences or events. Please note that no Licensee is

guaranteed to be able to vend at a Sorority conference or Boule.

This annual license fee also does not include the right to use, make or sell items bearing the logo and related

intellectual property of Sorority’s 2014-2018 Administration, “Launching New Dimensions of Service” Marks

(herein “LNDS Marks”) or any of their derivatives. A separate license agreement and license fee are required to

obtain a LNDS Marks License. The LNDS Marks License fee is $ 2,000.00 annually and any request to license

the LNDS Marks must be accompanied by an actual sample of items to be sold. REQUESTS FOR A

LICENSE TO MAKE OR SELL JEWELRY BEARING THE LNDS MARKS WILL NOT BE

APPROVED UNDER ANY CIRCUMSTANCE.

This annual license fee also does not include the right to use, make or sell items bearing the names of the

Sorority Founders, individually or collectively, including their individual names, their likeness or their image

when referencing their association with the Sorority (collectively “Sorority Founders”, “Pearl Marks” or

“Pearls”). A separate license agreement and an additional license fee are required to obtain a Pearl Marks

License. The Pearl Marks License fee is $3,000.00 annually and any request to license the Pearl Marks must be

accompanied by an actual sample of items to be sold.

12. Certification. Upon receipt, review and approval of the application and supporting documents; jpeg

photos of each good to be offered for sale by applicant; proof of insurance; signed Code of Conduct, and the

appropriate license fee(s) from Licensee, Sorority shall provide each Licensee that it subsequently approves with

the following:

a) a Certificate of License;

b) inclusion in Sorority Licensed Vendors List;

c) the right to use the Licensed Marks detailed and as stated herein subject to the

restrictions and goods stated in its application;

d) an opportunity to license the Pearl Marks and/or LNDS Marks (each requires an

additional license fee);

e) an opportunity to carry exclusive lines of Sorority goods (requires an additional

application and an additional license fee); and

f) an assigned Vendor Identification Number.

13. Marking of Goods. Licensee agrees to mark all Sorority items as shown in Attachment “A”. In the

event the proper marking is not shown, Licensee shall request such information from Sorority before offering

such goods for sell. (See Attachment “A”, Authorized Trademarks of Alpha Kappa Alpha Sorority,

Incorporated.) Failure to properly mark such items may result in a fine, and/or prohibit Licensee from selling

them.

14. Jeopardy to the Licensed Intellectual Property. If any act or failure to act by Licensee (including but

not limited to meeting the requirements herein) in the Sorority business judgment constitutes a danger to the

value, validity, reputation, goodwill of Sorority or ownership of Sorority Intellectual Property, then Sorority

may immediately terminate this Agreement without further cause. The Sorority may also immediately terminate

this Agreement if Sorority perceives a conflict, real or potential, with the mission, values or purpose of the

Sorority. The Sorority may, in lieu of or in addition to terminating the Agreement, pursue any other remedy

available including suspending, in whole or in part, the Licensee’s right to use the Intellectual Property, after

giving notice to the Licensee describing the danger or conflict. The suspension shall become effective on the

date of Licensee’s receipt of the notice and shall continue subject to Sorority discretion.

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15. Selling Goods/Merchandise of Others. The Sorority reserves the right to prohibit and restrict the sell

by Licensee of any goods/merchandise that bears the trademarks or intellectual property of another including,

but not limited to, those belonging to other Greek lettered organizations. The Sorority also prohibits the selling

of items that: are sexist, sexually suggestive, or contain explicit sexual remarks; includes profanity; references or

displays firearms or other weapons; references or displays drugs or drug-related paraphernalia; are controlled or

illegal substance; suggests or infers an endorsement by the Sorority; associates the Sorority with any other

organization or entity without prior written expressed permission; conflicts with the ideals and principles of the

Sorority; relate to political campaigns or promotes political causes; are in bad taste or demean another’s

heritage, sexual orientation, race, color or creed. However, if Licensee provides current written authorization

from the owner of the trademarks or intellectual property, such goods/merchandise may be sold provided they

conform to the restrictions stated above.

16. Name of Manufacturer. Licensee shall provide Sorority with current contact information (name,

address, phone and email) for the manufacturer(s) of goods/merchandise bearing Sorority’s Intellectual Property

on Licensee’s behalf within forty-five (45) days of receiving its Certificate of License. Also, Licensee shall

notify the Sorority in writing of any additional manufacturers or vendors that supply it with such goods within

seven (7) business days. In addition, Licensee shall request the Manufacturer ID Number and a copy of its

Certificate of License to verify that each such manufacturer and vendor are currently licensed by Sorority before

purchasing from said Manufacturer or vendor.

17. Signage. In addition to posting a sign having the language provided in Paragraph 8(n) above, Licensee

shall display the following language at all times, including on its website(s) and social media platforms, and

provide Sorority with proof of such compliance, while selling goods/merchandise bearing Sorority Intellectual

Property:

“Buyer acknowledges and agrees that he/she is purchasing paraphernalia and other goods

(collectively “Goods”) that bears Alpha Kappa Alpha Sorority, Inc. (“Sorority”) logos,

designs, copyrights and trademarks for a member of the Sorority. Buyer understands and

agrees that a non-member is not supposed to purchase, own or possess such items except I may

purchase such items for the benefit of an active member, and as a condition to being allowed to

purchase such Goods, he/she agrees that Sorority retains all rights and ownership in the

underlying Goods that bear Sorority logos, copyrights and trademarks. Thus, such Goods may

not be resold by Buyer directly or indirectly; on-line via a third-party (including but not limited

to ebay.com, amazon.com, etsy.com, pinterest, etc…) or by any other means. Any attempt to do

so will result in the forfeiture of the Buyer’s right to possess the Goods; the immediate vesting

of the Sorority right to possess the Goods; and acknowledgement to third party(ies) that the

Sorority has the immediate right to remove such items bearing the Sorority Marks and the

subsequent surrender of the Goods to the Sorority.”

18. Miscellaneous. The following miscellaneous provisions shall apply to this Agreement:

a) Counterparts. This Agreement may be signed simultaneously in two or more counterparts, each

of which shall be deemed an original, but all of which together shall constitute one and the same

instrument.

b) Entire Agreement. This Agreement constitutes the entire agreement among the parties pertaining

to the subject matter hereof, and supersedes all prior and contemporaneous Agreements and

understandings of the parties in connection herewith. There are no interpretations or terms of any

kind as conditions or inducements to the execution of this Agreement. This Agreement may be

amended, supplemented or modified by Sorority upon fifteen (15) business days written notice to

Licensee to the address stated in the license agreement for the licensed vendor or licensed

manufacturer. Where there is a conflict between this Agreement and any other document related

to the Sorority Licensing Program, such as the Code of Conduct, License Application and

Operating Guidelines, where permitted by law, the provision that is interpreted to the utmost best

interest of Sorority shall prevail. If any term, covenant, condition or provision of this Agreement

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is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties’

intent that such provision be reduced in scope by the court only to the extent deemed necessary by

that court to render the provision reasonable and enforceable and the remainder of the provisions

of this Agreement will in no way be affected, impaired or invalidated as a result.

c) Non-Assignability. This Agreement shall be binding upon and inure to the benefit of the parties

named hereto only, and shall not inure to the benefit of any successors in interest, assigns, or

otherwise be assignable without the prior written consent of the Sorority.

d) Further Assurances. At any time and from time to time after the date hereof, Licensee shall

execute such additional instruments (such as applications for federal registrations where

applicable) and take such action as may be reasonably requested by the Sorority to confirm,

perfect, or otherwise protect Sorority rights and title to any Intellectual Property used hereunder or

otherwise to carry out the intent and purposes of this Agreement.

e) Waiver. Any failure on the part of the Sorority to enforce any provision, obligation or condition

does not waive the Sorority’s right to enforce this Agreement.

f) Notices. All notices and communications hereunder shall be made in writing and shall be deemed

to have been given if delivered in person or sent by prepaid, first class, registered or certified mail

to a party hereto at the address set forth herein. Email or facsimile notices shall be deemed given

on the date sent if a copy of the notice also is mailed in accordance with requirements set forth

above.

g) Hold Harmless and Indemnity. Licensee agrees to hold harmless, indemnify, and defend

Sorority and its directors, officers, employees and agents against the full amount of any claim,

action, loss, damage, injury, liability, expense, and costs of whatever kind, including attorney's

fees and court costs, arising out of, and related to, this Agreement from a third party including, but

not limited to, breach of this or any other Agreement involving said Intellectual Property, or sales

and transaction to or with Licensee or Licensee's clients.

h) Insurance. During the term of this License, Licensee shall provide insurance in such amounts

and in such form as reasonably approved by Sorority. Sorority shall be listed as an additionally

insured on Licensee insurance policy. Prior to being licensed by Sorority, Licensee shall deliver to

Sorority a Certificate of Insurance showing that all such policies are in full force and effect.

Licensee represents and warrants that the insurance shall remain in full force throughout the term

of the License and will provide Sorority with a five (5) business day written notice addressed to

the Executive Director before terminating it. If Licensee terminates its insurance policy and fails

to provide an equivalent substitute policy, Licensee shall immediately cease selling, offering to

sell, posting and advertising any goods bearing Sorority Marks.

i) Severability. The parties to this Agreement hereby agree and affirm that if one of the above

provisions is dependent upon the validity or of any other provisions, and if any part of this

Agreement is deemed to be unenforceable, the balance of the Agreement shall remain

enforceable.

j) Headings. The section and subsection headings in this Agreement are inserted for convenience

only, and shall not affect in any way the meaning or interpretation of' this Agreement.

k) Governing Law. The validity, interpretation, and effect of this Agreement shall be governed

exclusively by the laws of the State of Illinois without giving effect to the principles of conflicts

of laws thereof. The parties agree that any action, proceeding or claim arising out of or in any way

relating to this Agreement shall be brought and enforced in the courts of the State of Illinois or of

the federal court of the United States of America for the State of Illinois and each irrevocably

submits to such jurisdiction. The parties hereto irrevocably waive any objection to such

jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the

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parties may be served by transmitting a copy thereof by registered or certified mail, return receipt

requested, postage prepaid, to the address set forth above. Such mailing shall be deemed personal

service and shall be legal and binding upon the party served in any action, proceeding, or claim.

l) Survival. The provisions of this Agreement that by their terms or implication extend beyond the

Term, including without limitation Section 9 and Section 18(g), shall survive the termination or

expiration of the Term.

m) Vendor’s Representation and Warranties. Vendor represents and warrants to Sorority that (a)

it has the authority to enter into this Agreement and to sell the goods, free and clear of all liens,

encumbrances, or other restrictions, and that the persons signing this Agreement on behalf of

Vendor are authorized to sign; (b) the goods shall be free from defects in material and

workmanship, and shall be fit and safe for the use(s) normally and reasonably intended; (c) the

goods are of merchantable quality and shall perform in conformance with specifications and

Vendor samples; (d) it will comply with all applicable federal, state and local laws and regulations

in performing its obligations under this Agreement, including but not limited to laws and

regulations pertaining to product design, manufacture, packaging and labeling; (e) and that it has

not designed or caused to be designed any item that combines, includes, place on the same item or

otherwise suggest an affiliation or relationship between the Sorority or its intellectual property

with that of another.

I have read the License Agreement in its entirety and have noted the modifications from previous versions of the

Agreement; have had an opportunity to review it with an attorney; and have agreed to all of its terms and

conditions before signing it.

_______________________________________

Name of Licensee (PLEASE PRINT)

By_____________________________________ _________________________________

Officer Signature Date

Alpha Kappa Alpha Sorority, Inc.

_______________________________________ _________________________________

Cynthia D. Howell Date

Executive Director

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ATTACHMENT “A”

AUTHORIZED TRADEMARKS of

ALPHA KAPPA ALPHA SORORITY, INCORPORATED

While Sorority has numerous registered and common law trademarks, ONLY THOSE LISTED

BELOW may be used pursuant to the limited License Agreement:

IVY LEAF®

IVYTM

THE DESIGN OF THE IVY SHIELD®

1908®

PINK & GREEN™ PINK & GREEN 1908TM

AKA®

AKA (PINK & GREEN) ®

ALPHA KAPPA ALPHA™

AKA1908® 20 PEARLSTM

TWENTY PEARLSTM

SKEE WEE® PINKIE HAND DESIGN

® PEARLS

TM LNDS

TM

The following marks may not be placed on items that are walked on such as shoes, sandals,

slippers or sat on including but not limited to placing them across the butt of any pant, shorts

and the like, or on car mats, floor mats, home welcome mats, on seat cushions etc.

Sorority Shield

Sorority Badge

The following marks require separate and additional license(s) and are NOT licensed herein.

SORORITY FOUNDERS

LAUNCHING NEW DIMENSIONS OF SERVICETM

ASCENDTM

ACTS OF GREENTM

®

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EXHIBITOR/VENDOR TIPS

Trade show selling differs from individual, personal selling in many ways. It is a fast-paced,

lead-generating environment and it is important to know how to sell your product or service most

effectively.

An attractive booth alone will not sell your product/service. Your booth staff can make or break your

efforts. Follow these steps for high-performing booth staff:

Determine your staffing needs. A rule of thumb is one staffer for every 50 square feet. An 8’ x

10’ (80 sq. ft.) booth would require two people. Vendors must provide Sorority with an exhaustive

list of those that will be vending on its behalf and they must wear their credentials at all times.

Sorority will not provide additional badges after the registration deadline or conduct on-site

registration.

• Have a plan of action. Your booth should be designed with “selling stations” for each staffer.

When one staffer is talking to a prospect, another should be assigned to step into his/her place.

Never leave the booth unattended.

• Invest in clipboards. They will hold your brochures or other necessary papers (order forms,

business cards, etc.) so you can stand and make your sales without having to look around for

something to give to a person …

• When a customer requests follow up information or order items for future delivery, please

REMEMBER TO BE PROMPT IN FOLLOWING UP!

• Assign a captain. One person should be in charge and everyone should report to that person.

• Make sure everyone knows the plan. Prior to the opening of the conference, hold a pre-

conference meeting with all booth staffers. Review the booth schedule and discuss conference

strategy.

• Vendors are independent business persons and should accept checks at their own risk. Alpha

Kappa Alpha Sorority is NOT responsible for guaranteeing transaction payments.

• Security of merchandise is your responsibility, the Sorority is not responsible for damage,

loss or theft.

• Vendors should respect the space of their neighbors, and must keep their products from

overstepping the boundaries of others.

• Sharing of booth space with a non-authorized vendor is prohibited. Authorized Vendors

may share space only upon securing advance approval from Corporate Office and the payment of

an additional fee. Violating this rule may result in terminating your license, immediately

removing from the vending area and assessing you any related costs.

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Display your License Certificate in plain sight at all times. Failure to do so may result in a

fine.

Vending days and hours will be established and strictly enforced for each conference. It is

recommended that Vendors begin shutting down and securing their booth at least 30 minutes

before closing.

Vendors will be provided a copy of the conference schedule.

Number of vendors at the conference will be proportional to members in attendance and the space

available.

Tables in each vendor’s booth will be skirted from the table top to the floor, if at all possible.

Garbage should be retrieved from the exhibit hall or vending area every night.

Vending days and hours will be established and strictly enforced for each conference.

Goods may not be placed under the tables, on the floors or in any way obstruct the walkway.

Vendors must not place goods outside of or behind, their allocated space; or in any way create a

fire hazard. In addition, Vendors must display their sign bearing its name within their booth and

in such a way that it does not obstruct another’s booth or view. Vendors must not allow anyone

to dress or undress behind or beside its booth. Failure to abide by this rule may result in a

substantial fine and/or suspension, as well as forfeiture of its right to remain in the vending area

to vend.

It is recommended that Vendors secure storage space in close proximity to the vending area.

Vendors will receive confirmations of their acceptance to vend at a conference in a timely manner

to allow for travel and shipping arrangements to the conference.

Shipping information and guidelines will be mailed to vendors in advance.

Vendors will be notified, in writing, if they do not adhere to or comply with the rules of the

conference, may be asked to close down their exhibit, vacate the vending area, and may be

assessed a fine and/or have its license terminated. No refund will be given should a vendor be

asked to vacate.

Vendors should make sure their products are tasteful and do not misrepresent the integrity of the

Sorority and the Sorority’s emblems and trademarks. Any Vendor in violation will be advised to

remove those items from the exhibit hall or vending area.

A vendor coordinator will be on hand during vending hours to respond to inquiries, and mediate or

resolve grievances.

The vendor coordinator will have on hand a list from the Alpha Kappa Alpha Sorority Corporate

Office (currently active and fully paid) authorized and licensed Vendors for the current year of the

conference. This prevents unlicensed vendors from setting up. The vendor coordinator will

compare this list to the vendors present to avoid confusion or breaching of the vendor agreement.

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Any Vendor found directly or indirectly assisting an unlicensed vendor sell Sorority related items

within or outside of the vending area shall be immediately removed, fined and or have its license

terminated.

Vendors will attend and participate in all onsite orientation, emergency and/or mandatory meetings.

Failure to do so will subject the vendor to a fine and or be precluded from vending during the

Sorority event. Please note that ALL vendor representatives must attend the meetings.

Vendors shall be appropriately dressed and conduct themselves in a professional manner. Vendors

are prohibited from making sexist, racist, profane or demeaning remarks in the vending area.

Any children that Vendors have in the area must be registered and follow the same rules and

guidelines as other youth attendees.

Vendors will not display, pass out or make available flyers to events that are not sanctioned or

licensed by the Sorority.

Vendors will be given approximately 30 minutes to load-in and load-out and must remove their

vehicles immediately thereafter unless given written permission by International President Wilson,

the Executive Director Howell or their designee. Failure to abide by this rule may result in a

substantial fine and/or suspension, as well as forfeiture of its right to remain in the vending area to

vend.

Vendors must prominently and clearly display its return/refund policy with its booth.

Vendors may not change its delivery policy without prior notice to the customers and the Sorority;

consequently, you may not charge a “priority fee” if it adversely affects any previously paid

customer.