IB08 ATLP Performance Work Statement Revised 04-21-2026.pdf

PERFORMANCE WORK STATEMENT

Army Communications and Outreach Office

Army Trademark Licensing Program 06 April 2026

Revised 21 Apr 2026

Part 1

GENERAL

1. Scope of Work. The contractor shall provide licensing support services to the U.S. Army in the execution and management of the Army Trademark Licensing Program (ATLP). These services include the identification of prospective licensees for the Army, negotiation of new licensing agreements and management of those accounts in support of the program. The contractor shall maintain the existing licenses and generate new licensees authorized to market products bearing the Army’s marks. The contractor shall have non-exclusive rights to represent the Army in identifying and negotiating with potential licensees for the use of one or more of the Indicia, as defined and represented in Section J, in connection with the licensing of various Army marks and to act as its non-exclusive agent to conduct certain promotions. All performance under the terms of this agreement shall be performed in such a manner as to preserve the integrity, character and dignity of the U.S. Army, to ensure the Army’s name and marks are used appropriately, in good taste with high-quality products and to maintain the reputation of the U.S.

Army. The contractor’s activities in identifying potential licensees shall be an extension of the Army’s existing marketing and advertising program. This program has two target markets:

Young adults in the range of 17-24 years of age (high school and post high school) as the primary and influencers as the secondary target markets.

1.1. Background. The Army Communications and Outreach Office (ACOO) is responsible for the Army’s trademark licensing program through the Army Trademark Licensing Program office (ATLP). The Army Trademark Licensing Program (ATLP) extends existing Army recruiting marketing efforts to the retail marketplace.

1.2. Place of Performance. The place of performance for this effort is the contractor’s facility.

1.3. Existing Licensing Agreements. The U.S. Army has existing licenses authorizing the distribution of products containing the Indicia for which the contractor shall assume responsibility. As this is a non-exclusive agreement, the Army may continue to maintain active licensees and generate new licensees that will not be under the purview of this agreement. The contractor shall not be responsible for managing these and other licensees established by the Army as they are separate and distinct from this agreement. The number of contractor managed license agreements is approximately 150.

1.4. Personnel.

1.4.1. Conflict of Interest. The contractor shall not employ any employee of the U.S.

Government or the Department of War (DOW) [formerly known as Department of Defense (DoD)], either military or civilian, if such employment would create a conflict of interest. The contractor and/or his subcontractors shall not employ any person who is an employee of the DoW, unless such person receives prior approval in writing from the contracting officer in accordance with DoD Directive 5500.7.

1.4.2. Project Manager (PM). The contractor shall designate an individual to serve as the Project Manager for this program. This individual shall be responsible for all day-today activities for this effort. This Project Manager shall liaison with the Army’s Program Manager (PM) and/or Contracting Officer’s Representative (COR) on a regular basis (specifics To Be Determined (TBD), either telephonically, electronically or in person. The contractor shall provide the name, address, telephone number, and e-mail address for this individual at time of submission of their offer.

1.4.2.1 Minimum Qualifications for Project Manager. The designated PM’s knowledge and skills shall demonstrate ability and relevant experience as required by the Trademark Licensing Services PWS to:

1.4.2.1.1. Identify, and subsequently mitigate and control, risks associated with Trademark Licensing Services.

1.4.2.1.2. Understand technical standards and functions required to provide Trademark Licensing Services.

1.4.2.1.3. Collaborate with government personnel during contract performance.

1.4.2.1.4. Communicate and present relevant information concerning this requirement to government personnel (i.e., to include facilitating meetings; presenting informal and formal briefings; writing; consensus building through coordination and collaboration processes).

1.4.2.1.5 The PM shall have a minimum of five years relevant experience managing, staffing, overseeing, and completing trademark licensing-related support services of a same or similar in nature of work, size, scope, and complexity as described herein, including a demonstrated knowledge of Army marketing programs.

1.4.3. The contractor shall provide an organizational chart with telephone numbers for all personnel servicing the Army program.

1.4.4. The contractor shall notify the contracting officer (KO), in writing, of changes in personnel no later than five workdays prior to said change.

1.4.5. All contractor personnel will provide support to the ATLP Program Manager and contracting officer’s representative (COR) in the execution of the program. The Government will provide a listing of Points of Contact (POCs) and their contact information to the contractor within five days after agreement award.

1.4.6. All contractor personnel working under this agreement shall be required to sign a non-disclosure agreement. The contractor shall keep the terms and conditions of this agreement and all license agreements strictly confidential and shall not disclose such terms and conditions to any third party without obtaining the Army’s prior written consent. In addition, the duties and obligations of this paragraph shall survive any termination or expiration of this agreement. In the event that the contractor may be requested or required through legal process to disclose any confidential information of the Army, the contractor shall provide prompt notice of such a request to the ATLP PM.

1.4.7. The contractor shall perform all services required under this agreement in a professional and prudent manner accepting full and sole responsibility for the prompt and proper delivery of services. Any such other agreements and subcontracts as the contractor may enter into shall hold harmless the U.S. Army.

1.5. Contracting Officer’s Representative (COR). The contracting officer will appoint an individual within the ATLP to serve as the contracting officer’s representative (COR) during the performance period of this agreement. The COR will assist the contracting officer in the technical monitoring of the agreement and its day-to-day administration. The COR cannot make any commitments or changes to the contract that affect scope of work, price, quality, quantity, delivery or other terms and conditions of the agreement.

1.6. Non-Personal Services Contract

1.6.1. Services delivered under this agreement are non-personal services and no employer-employee relationship exists or will exist between the Army and the contractor’s personnel. It is, therefore, in the best interest of the Army to afford both parties a full understanding of their respective obligations.

1.6.2. Contractor personnel under this agreement shall not:

(1) Be placed in a position where they are under the supervision, direction, or evaluation of Army employees.

(2) Be placed in a position of command, supervision, administration or control over Government personnel, over personnel of other contractors under other Army contracts, or become a part of the Army organization.

(3) Be used in the administration or supervision of Army procurement activities.

1.6.3. Employee relationship. The services performed under this agreement do not require the contractor or its personnel to exercise personal judgment and discretion on behalf of the Army.

Rules, regulations, and requirements that are issued by the U.S. Army under its responsibility for good order, administration, and security are applicable to all personnel who enter an Army installation, Army leased property, or travel on Army transportation. This is not to be construed or interpreted to establish any degree of Army control that is inconsistent with a non- personal services contract.

1.6.4. Inapplicability of employee benefits. This agreement does not create an employer-employee relationship between the Army and contractor employees or staff.

1.7. Fraud, Waste, and Abuse. The contractor shall be responsible for maintaining proper conduct and good discipline of its personnel when interacting with U.S. Army personnel.

Contractor personnel shall be encouraged to be alert to and report suspected situations of fraud, waste and abuse or other intentionally dishonest conduct against the Army observed during or in the performance of this agreement.

1.8. Files. The contractor shall maintain complete and accurate files of documentation, records, and reports required under the terms of this agreement. The contractor shall not allow access to the files by a Government agency, non-government agency or individual unless specifically authorized by the contracting officer or designated representative upon request. A copy of all files (paper and electronic to include emails) shall be turned over to the contracting officer at the expiration or termination of this agreement.

1.9. Disclosure of Information.

1.9.1. Performance under this agreement may require the contractor to access data and information proprietary to a Government agency, another Government contractor, or of such nature that its dissemination or use other than as specified in this work statement would be adverse to the interests of the Government or others. Neither the contractor, nor its personnel shall divulge nor release data or information developed or obtained under performance of this work statement, except to authorized Government personnel or upon written approval of the contracting officer. The contractor shall not use, disclose, or reproduce proprietary data that bears a restrictive legend, other than as specified in this work statement.

1.9.2. Disclosure of information regarding operations and services of the activity to persons not entitled to receive it, or failure to safeguard any classified information that may come to the contractor (or any persons under the contractor’s control) in connection with work under this work statement, may subject the contractor, contractor’s agent, or employees to criminal liability under Title 18, Sections 793 and 798 of the United States Code. Neither the contractor nor its employees shall disclose nor cause to be disseminated, any information concerning the operations of the activity that could result in, or increase the likelihood of, the possibility of a breach of the activities’ security or interrupt the continuity of its operation.

1.9.3. The contractor shall direct to the contracting officer all inquiries, comments, or complaints arising from matters observed, experienced, or learned as a result of, or in connection with the performance of this agreement, the resolution of which may require the dissemination of official information.

1.9.4. Inquiries received by the contractor for work performed under this agreement will be referred to the contracting officer for evaluation under the Freedom of Information Act of 1975, Public Law 93-502, 5 U.S.C., Section 552. The determination whether records will be released will remain with the government. The contractor shall be responsible for search and submission of records upon request by the contracting officer.

1.9.5. The contractor shall not release any information (including photographs, files, public announcements, statements, denials, or confirmations) on any part of the subject matter of this agreement or any phase of any program hereunder without the prior written approval of the contracting officer. All documentation showing individuals’ names or other personal information will be controlled and protected. The provisions of the Privacy Act of 1974, Public Law 93-579, 5 U.S.C., Section 552a, shall apply.

1.10. Before commencing work under this agreement, the contractor shall certify to the contracting officer, in writing, that the required insurance has been obtained. The policies evidencing required insurance will contain an endorsement to the effect that any cancellation or any material change adversely affecting the Government’s interest will not be effective: (1) for such period as the laws of the State in which this agreement is to be performed or prescribed; or

(2) until thirty (30) days after the insurer or the contractor gives written notice to the contracting officer, whichever period is longer. All insurance policies shall be in a form and content that is satisfactory to the contracting officer and shall name the U.S. Army, its officials and employees as insured parties.

1.11. Relationship of Parties. Nothing herein, will give the contractor any right, title, or interest in any indicia of the Army, except the limited interest specifically stated in the agreement, and all use by any licensee of any of the Indicia shall inure to the benefit of the Army. Nothing herein will be construed to place the parties in the relationship of partners or joint ventures, nor will any similar relationship be deemed to exist between them.

1.12. Quality Control. The contractor shall develop a quality control program plan to assess the performance of its program and the licensees which shall be delivered to the COR within 30 days of agreement award. The contractor may be required to conduct recurring inspections of licensee operations to ensure the quality of Army licensed products.

1.13. Quality Assurance: The government shall evaluate the contractor’s performance under this agreement in accordance with the Quality Assurance Surveillance Plan (QASP). This plan is primarily focused on what the government must do to ensure that the contractor has performed in accordance with the performance standards. It defines how the performance standards will be applied, the frequency of surveillance. Those actions taken by the Government to inspect goods or services to determine that they meet the requirements of the contract.

1.14. Recognized Holidays: Contractor is not normally required to deliver scheduled services on holidays:

New Year’s Day Labor Day Martin Luther King Jr.’s Birthday Columbus Day President’s Day Veteran’s Day Memorial Day Thanksgiving Day Juneteenth Christmas Day Independence Day

1.14. Termination. The Government reserves the right to terminate this agreement at the convenience of the Government in accordance with the Termination for Convenience clause contained herein. The contractor shall be provided written notification of the Government’s decision to terminate this agreement within 60 calendar days of termination.

1.14.1. The contractor shall promptly turn over to the Army all books and records relating to each licensee.

1.14.2. After termination or expiration of the agreement, all rights granted to the contractor shall revert back to the Army who shall be free to itself commercialize the licensed material and/or to agreement with others to commercialize the licensed material except that the contractor shall continue to receive compensation as provided in paragraphs 5.13.4 and 5.13.5.

1.14.3. Upon termination or expiration of the agreement, the contractor shall deliver to the Army a statement indicating the number and description of all active and inactive license agreements which the contractor obtained for the Army and provide a copy of each such agreement.

1.15. Pre-performance Conference. The contractor shall attend a kick-off meeting with the Contracting Office and the Army Trademark Licensing Program Office, method to be determined (in person or virtual) within 10 days of agreement award but prior to agreement operations. The contractor and the COR shall determine a mutually agreeable date for the conference and notify the contracting officer upon agreement of scheduled date, time and method.

1.16. Hours of Operation: Hours of operation shall have at least 7 hours coinciding with the ATLP’s office hours of 0730 - 1600 (Eastern).

1.17. Contract Type: The government will award a no cost agreement.

1.18 PHASE IN /PHASE OUT PERIOD: To minimize any decreases in productivity and to prevent possible negative impacts on additional services, the contractor shall have personnel on board, during the thirty (30) day phase in and thirty (30) day phase out periods. During the phase in period, the contractor shall become familiar with performance requirements in order to commence full performance of services on the contract start date.

1.18.1. Planning: The Transition Plan shall identify, at a minimum, how the transition will minimize the impact on current mission / activities while ensuring the completeness of the transition; who / what is impacted by the transition; the activities that need to be accomplished in order to successfully effect the transition, the impact on the organization; the roles and responsibilities of all who participate in the transition plan; the detailed schedule (no longer than three (3) weeks for transition) to be followed in order to successfully effect the transition and how any issues or discrepancies will be resolved.

1.18.2. Transitioning Strategy: The overall strategy shall be built around maintaining the mission with minimal impact to not only the timeliness of the process but also to ensure that critical data and knowledge transfer occurs. It shall also serve as the framework for the contract execution. At a minimum the following areas shall be addressed.

a. Project Manager

b. Knowledge transfer

c. Impacts

d. Risk

e. Schedule

1.18.3. Phase-In: A 30 day smooth and orderly transition between the contractor and the predecessor contractor is necessary to assure minimum disruption to vital contractor services and Government activities.

1.18.4. The contractor shall not disrupt official Government business or in any way interfere with the assigned duties of the predecessor contractor employees. The contractor may notify the predecessor contractors employees that the contractor will be assuming services upon the contract start date. The contractor shall not interview, recruit, schedule interviews or conduct extensive discussions with the predecessor contractor employees while they are on duty.

PART 2

DEFINITIONS/ACRONYMS

2.1. Definitions.

2.1.1. CENTRALIZED RECEIVABLES SERVICE. A Department of the Treasury accounts receivable system by which the ATLP can invoice the contractor for collection of the quarterly royalties due the government as reported by the contractor’s royalty report.

2.1.2. CONTRACTING OFFICER. A person duly appointed by the Government with the authority to enter into and administer contracts on behalf of the Government.

2.1.3 CONTRACT ADMINISTRATOR. The official government representative delegated authority by the contracting officer to administer a contract. This individual, normally working in an appropriate contracting or procurement career field, advises on all technical contractual matters.

2.1.4. CONTRACTING OFFICER’S REPRESENTATIVE (COR). An individual designated in writing by the contracting officer to act as the authorized representative of the contracting officer to perform specific contract administrative functions within the scope and limitations as defined by the Contracting Officer.

2.1.5. CONTRACTOR. The contractor, its subsidiaries and affiliates, joint ventures involving the contractor, or any entity that the contractor may have merged or any individual or entity that assisted or advised the contractor in the preparation of a proposal under this solicitation.

2.1.6. CONTRACT DISCREPANCY. A failure of the contractor to perform in accordance with contract requirement’s specifications. A contract discrepancy may result from a failure of the contractor to provide, or provide on time, the required contract products or services; or it may result because delivered products or services do not meet specific contract standards.

2.1.7. QUALITY ASSURANCE. Those actions taken by the government to inspect goods or services to determine that they meet the requirements of the contract.

2.1.8. INDICIA. Means the designs, trademarks, service marks, collective membership marks, logos, graphics, slogans, mottos and symbols that have come to be associated with the U.S.

Army. The Indicia available through the Army Trademark Licensing Program are set forth in Section J of this agreement. Note that these primary elements may expand, on a case by case basis with elements such as unit insignia.

2.1.9. LICENSEE. Means those entities that enter in a license agreement(s) with the U.S. Army through the contractor’s efforts.

2.1.10. REVENUE. Means the funds received by the contractor resulting from licensed use of the Indicia, during the period of the base year and any option year thereafter.

2.1.11. ROYALTY. Means the funds the dollars that a licensee pays the government for the right to use our registered marks on their products.

2.1.12. COMMISSION. Means the licensing agency earns for the efforts in generating licensees for the Army.

2.2. ACRONYMS.

2.2.1. AR: Army Regulation

2.2.2. AAFES: Army & Air Force Exchange System

2.2.3. ATLP: Army Trademark Licensing Program

2.2.4. CO: Contracting Officer

2.2.5. COR: Contracting Officer’s Representative

2.2.6. CRS: Centralized Receivables Service

2.2.7. DOD: Department of Defense

2.2.8. DOW: Department of War

2.2.9. FAR: Federal Acquisition Regulation

2.2.10. IAW: In Accordance With

2.2.11. IPR: In Progress Review

2.2.12. OCPA: Office of the Chief of Public Affairs

2.2.13. OGC: Office of the General Counsel

2.2.14. PM: Program Manager

2.2.15. POC: Point of Contact

2.2.16. PWS: Performance Work Statement

2.2.17. RA: Regular Army

2.2.18. TBD: To Be Determined

2.2.19. TIOH: The Institute of Heraldry

2.2.20. USAR: U.S. Army Reserve

2.2.21. USALSA: U.S. Army Legal Services Agency (Office of the Judge Advocate General

(OTJAG)

PART 3

GOVERNMENT-FURNISHED PROPERTY AND SERVICES

3.1. The COR will provide to the contractor a list of the applicable Army POCs and their contact information located at ACOO, ATLP and USALSA within five days after agreement award, and as changes occur.

3.2. The PM shall provide approved versions of the indicia for use by the contractor.

3.3. The PM shall provide updated versions of the Army’s licensing agreement and an explanation of the processes/procedures used to review, accept/approve licensing proposals; and listing of outstanding licenses that the contractor is expected to manage per paragraphs 1 and 1.3.

SECTION 4

CONTRACTOR-FURNISHED ITEMS

4.1. The contractor shall furnish all labor, materials, and equipment for the performance of this agreement except that specifically identified as Government- furnished property and services in Section 3.

4.2. The contractor shall provide to the Army the revenue received by the contractor resulting from the licensed use of the Indicia (less contractor’s commission and approved expenses), during the performance period of this agreement.

SECTION 5

SPECIFIC TASKS

5. Specific Tasks. The contractor shall provide all labor, materials, and equipment to perform, at a minimum, the following:

5.1. The contractor shall provide licensing support services to the U.S. Army in the execution and management of the Army Trademark Licensing Program. These services include the identification of prospective licensees for the Army, negotiation of new licensing agreements and management of those accounts (brand management, legal, financial and IT portal operations) in support of the program. The contractor shall maintain the existing licenses and generate new licensees authorized to market products bearing the Army's marks. The contractor shall have non-exclusive rights to represent the Army in identifying and negotiating with potential licensees for the use of one or more of the indicia, as defined and represented in Section J, in connection with the licensing of various Army marks and to act as its non-exclusive agent to conduct certain promotions. All performance under the terms of this agreement shall be performed in such a manner as to preserve the integrity, character and dignity of the U.S. Army, to ensure the Army's name and marks are used appropriately, in good taste and with high-quality products and to maintain the reputation of the U.S. Army. The Army will not entertain licensing opportunities for products relating to gambling or other products deemed inappropriate by the Army. The contractor's activities in identifying potential licensees shall be an extension of the Army's existing marketing and advertising program.

5.2. The contractor shall develop an overall licensing strategy, with annual updates for the ATLP. The contractor's program shall demonstrate their ability to prospect for licensees and the screening process undertaken before recommending a prospective licensee to the Army for approval. The Army does not guarantee sales to the Army & Air Force Exchange Services (AAFES).

5.3. The contractor shall increase public visibility of the U.S. Army and its indicia by identifying prospective licensees and expanding existing product lines. All proposed license agreements presented by the contractor under this agreement shall be subject to the written approval of the Army. The Army will endeavor to advise the contractor within 15 business days after receipt of the proposed agreement as to whether it agrees or disagrees to the terms.

5.4. The contractor shall monitor and oversee the U.S. Army's licensing agreements with licensees to ensure that the licensees' advances, royalties, minimums and sales reports are promptly submitted. The contractor shall collect all advances, minimums, and royalties due under the license agreements during the term of the agreement as part of the contractor's on-going relationship with licensees. All payments from licensees are to be transmitted to the contractor. The contractor will submit a copy, electronically, of the quarterly royalty report indicating the total royalties collected and the royalties due the government (overall royalties collected minus contractor commission and approved expenses). The royalty report will be accompanied by a copy of each individual licensee’s royalty report, to include sales broken down by standardized product category, marks used and standardized distribution channel, for the quarter signed by an authorized executive of the licensee’s company. All license agreements shall contain instructions that their royalty reports must be submitted electronically, by an authorized representative of the licensee (e.g., Licensee Manager, Financial Specialist/Manager).

The contractor shall endeavor within 40 days, but no later than 45 days after the close of each calendar quarter, to provide the Army with a statement (signed by the contractor’s financial officer) reflecting all income received from licensees in connection with the sale of licensed material during the preceding calendar quarter. Each statement will provide an accounting of all licensee accounts and the amounts derived from them. A listing of those licensees who failed to submit a required report and/or payment will be provided as well. Upon receipt, review and acceptance of the contractor’s quarterly report, and all required support documents, the government will provide the contractor an invoice through the Centralized Receivables Service (CRS) for electronic payment of royalties earned for the respective quarter. For those licensees who are sixty (60) days or more delinquent in making their royalty payments, and after demonstrated efforts by the contractor to obtain those payments, the contractor shall provide the ATLP with a listing of those delinquent accounts and amounts owed (to include interest). At that time, the ATLP will invoice them through CRS for royalties due.

5.5. The contractor will monitor contractor managed licensee performance and provide a written recommendation for the conduct of licensee audits on a case-by-case basis with rationale for the conduct of an audit. The Government estimates that four (4) to five (5) audits will be conducted on an annual basis. In addition, the contractor shall be requested to perform audits of ATLP managed licensees. It is estimated that two (2) to three (3) audits will be conducted on these licensees on an annual basis.

5.6. The contractor shall monitor the marketplace for unauthorized use of indicia and will work closely with the ATLP PM and USALSA to address instance of apparent infringement.

The contractor shall utilize a continuous, automated software platform to monitor online marketplaces, direct-sales websites and all other sources of sales for unauthorized use of indicia that infringe upon the Army Brand. The monitoring platform will support the ability to load Army Brand elements to include insignia, marks, logos, wordmarks, slogans and mottos without additional fees per element. Those elements shall be loaded within two business days upon receipt by the contractor. To protect the licensees selling Army branded products legally, within the platform, the contractor shall create and maintain a list of all authorized vendors and resellers on all online marketplaces. The contractor shall provide a list of identified infringement and initiate take-down actions with ATLP authorization weekly. The contractor shall provide a report weekly of all take-down efforts, responses and follow-up efforts to remove infringing products.

ATLP personnel shall have access to the platform and will review the platform for continued use annually.

5.7. The contractor's focus shall be on licensing and promotions within the United States. The Army may consider international licensing on a case-by-case basis.

5.8. Interface with USALSA. The contractor shall provide the ATLP PM with all documents received respective to the ATLP. The ATLP PM will coordinate with the USALSA POC for review of respective documents as required with regard to legal sufficiency and respond back to the contractor's PM and the COR. The USALSA POC or ATLP designee will approve and sign all licensing agreements with respective licensees and will maintain and enforce all trademark license agreements in conjunction with the ATLP PM and the contractor.

5.9. Trademark Registration. The Army (through USALSA) will maintain oversight of all aspects of trademark registration. The contractor shall cooperate with the Army to provide support and documents for registration as requested.

5.10. Legal Support. The contractor shall provide its own legal support as necessary to execute its responsibilities under this agreement to include advice regarding the negotiation and termination of licensing agreements, and enforcement of the terms and conditions of said agreements.

5.11. Appointment of Agent. Subject to the applicable limitations, the U.S. Army grants the contractor the right to act and represent itself as its non-exclusive agent for the purposes of communicating with product producers to identify and submit to the Army potential licensees for approval to use the indicia on merchandise sold in the United States and its Territories; and to act as the Army's nonexclusive agent to conduct promotions in the manner described in this agreement. The contractor shall research each proposed licensee and make a determination concerning the capability of such licensee to support the distribution of product prior to forwarding to the Army for review and approval. This agency agreement in no way authorizes the contractor to bind the U.S. Army or the Government of the United States to a third party in any manner that would directly or indirectly result in a financial obligation, nor does it authorize the contractor to bind the Army or the Government to any course of action with regard to the approval of a licensing or any right for the use of the Army mark or indicia.

5.12. Approvals. The contractor shall submit all designs recommended for use by licensees to the ATLP PM for approval prior to implementation. Designs shall be submitted through a contractor executed design portal that provides the capability to review, return, approve and provide comments regarding the submission. It will also have the capability to file, review and track historical submissions.

5.12.1. The contractor agrees that it shall promote the use of the indicia only in connection with merchandise and promotions of the kind and character approved by the U.S. Army. The contractor acknowledges that if any merchandise sold by licensees were of inferior quality in design, material or workmanship, the substantial goodwill, which the U.S. Army possesses in the indicia, may be impaired. Accordingly, the contractor understands marketing efforts will be executed in such a way as to preserve the integrity, character and dignity of the U.S. Army and items of merchandise will be of high quality to assure implementation of the stated purposes. The U.S. Army will review and approve all marketing products and services depicting or used in connection with the indicia prior to going into market.

5.12.2. The contractor shall request the licensee to send directly to the ATLP PM a sample of the merchandise, or depending upon the nature of the goods, photographs, samples or swatches for approval. After review by the ATLP PM, he/she may approve the sample as the prototype of merchandise for production and sale.

5.12.3. The contractor shall submit to the ATLP PM, for written approval, all promotions developed by the contractor or any licensee.

5.12.4. The contractor shall perform all services required under this agreement in a professional and prudent manner accepting full and sole responsibility for the services to be rendered. Any or all subcontract(s) shall be reviewed and approved by the Army before the contractor may commence work with the subcontractor.

5.12.5. Endorsement. Approval of licensed product does not constitute an endorsement by the Army of any non-federal entity product or service. Contractor and licensees shall not state or imply, directly or indirectly, that they are supported, endorsed or sponsored by the Army, and upon direction of the contracting officer, express disclaimers to that effect will be issued. The government will authorize each licensee to use the term "Official Licensee of the U.S. Army."

5.12.6. Exceptions. The Army reserves the right to exempt any licensee from royalty payments if circumstances warrant that it would be in the best interest of the U.S. Army. An example might be if a local Army unit wishes to create "unit only" products for its members.

5.13. Compensation.

5.13.1. The contractor shall propose in response to the solicitation a payment of revenue procedure to include appropriate forms, notices, records, and periodic reports. Contractor payments to the U.S. Army will be based on periodic revenue received by the contractor resulting from licensed use of indicia including, without limitation, royalties, minimum guarantee payments and licensing fees from licensees during the term, and any extensions thereof, of this agreement. During the term of the agreement, the contractor's compensation for services rendered shall be a commission based on a percentage of cumulative gross royalty income (to be proposed by the contractor and negotiated with the Army prior to agreement award) received during the term of this agreement. The payment amounts due to the Army by the contractor will be the calculated as the cumulative gross royalty income minus the contractor's commission and any pre-approved expenses authorized by the Army.

5.13.2. The contractor shall conduct a quarterly reconciliation and shall remit to the Army within 40 days, but in no case longer than 45 days of the end of each quarter a report of all Net Revenues not already remitted by the contractor during such quarter. "Quarter" shall be defined as a calendar quarter beginning on January 1, April 1, July 1 and October 1 of each calendar year during the term. Upon receipt of the contractor’s quarterly report, and all required support documents, the government will provide the contractor an invoice through the Centralized Receivables Service (CRS) for electronic payment of royalties earned for the respective quarter.

For those licensees who are sixty (60) days or more delinquent in making their royalty payments, and after demonstrated efforts by the contractor to obtain those payments, the contractor shall provide the ATLP with a listing of those delinquent accounts and amounts owed (to include interest). At that time, the ATLP will invoice them through CRS for royalties due.

5.13.3. For purposes of this agreement, gross royalty income shall mean all royalty payments including guarantees, advances paid against royalties, and all other consideration of any type that are collected and paid to the contractor pursuant to a license agreement.

5.13.4. Upon expiration or termination, whichever occurs first (referred to as the “Termination Date”), the contractor shall be entitled to Royalty compensation as follows:

• Year 1 (following Termination Date): The Contractor shall receive its fully 35% of Royalties for all license agreements entered into during the period in which the Contractor represented the U.S. Army.

• Year 2: The Contractor shall receive 30% of Royalties for the second year following the Termination Date.

• Year 3: The Contractor shall receive 25% of Royalties for the third year following the Termination Date.

This compensation applies to all license agreements that were executed during the term of the Contractor’s representation of the U.S. Army.

5.13.5. At the termination date of this agreement, if the U.S. Army, within 12 months of the termination date should enter into a license agreement with a third party based upon a license proposal from a potential licensee received by the contractor and presented to the Army within 12 months prior to the termination date, then the contractor shall be entitled to compensation from the license agreement according to the commission percentage identified above for a period of up to 36 months following the termination date for all gross royalty income derived from the license agreement. The contractor shall provide a list of applicable license proposals within 30 days of termination date.

5.13.6. If the contractor should unilaterally terminate this agreement before its expiration, the contractor shall only be entitled to receive compensation according to the commission percentage for one year from the termination date or for up to the remaining duration of the license agreement that it had obtained for the Army prior to the termination date, whichever is shorter.

5.14.Reserved.

5.15. Costs and Expenses. The Army shall reimburse the contractor, through additional withholding of royalty dollars deducted from the quarterly revenue payment, for its approved and documented out-of-pocket expenses incurred fulfilling its obligations under this agreement.

Examples may include travel, related lodging and per diem in accordance with Federal Acquisition Regulation (FAR) 31.205-46, Travel Costs and as prescribed by Joint Travel Regulations (JTR); shipping costs; materials and booth space for trade shows; infringement enforcement; sample design portal costs; update to the brand guidelines; and licensee audit execution estimated to four (4) to five (5) contractor managed licensees and two (2) to three (3) ATLP managed licensees per year, provided, however, that the contractor shall seek and receive prior written approval from the Army for any such expense for each instance. All other expenses incurred by the contractor, related to this agreement, shall be borne by the contractor unless otherwise approved and accepted by the Army in writing. For all expenses for which the contractor seeks reimbursement, the contractor shall provide written verification and documentation for such expenses to the Army.

5.16. Trademark Protection. It is understood that all licensees shall be required to take any necessary precautions as specified by the Army to protect the insignia, including the placing of appropriate trademark notices on all licensed material as well as on all advertising, promotional and packaging material relating to licensed material. The Army shall bear the responsibility and cost of obtaining and maintaining those trademark registrations, which, in the sole opinion of the Army, should be obtained and maintained.

5.17. Indemnification.

5.17.1. Contractor agrees to indemnify and hold the Army harmless against any claim, demand, suit or judgment, including reasonable attorney's fees, which may be levied against it as a result of contractor's actions.

5.17.2. The Army will not be liable for any item manufactured or sold by a licensee. The contractor shall require all licensees to indemnify and hold harmless the U.S. Army, their officers, employees, servants, and agents, from any and all liability caused by or arising from any defect in workmanship, material, or design of any item manufactured or sold bearing the indicia.

The contractor shall require of each licensee to have and maintain liability insurance sufficient to cover all foreseeable product liability claims and shall not grant a -license to a potential licensee until such insurance has been acquired.

5.17.3. The Army will not be liable, as the result of activities by the contractor, for infringement of any patent, copyright, trademark or other intellectual property or privacy right belonging to any third party, or for any damages or costs involved in proceedings based upon any such infringement, or for any royalty or obligation incurred by the contractor because of any patent, copyright or trademark held by a third party.

5.18. Assignment of Agreement.

5.18.1 The parties mutually agree that the management of this agreement is of paramount importance. The contractor agrees that it shall not assign, transfer, convey, or otherwise dispose of the contractor privileges or any part therein to any other person, firm, or corporation without the consent, in writing, of the contracting officer.

5.18.2 Should the contractor violate this section, the contracting officer may, at his discretion, terminate this agreement. In the event that controlling interest in the company shall be transferred, this shall be considered as a transfer within the meaning of this section.

5.19. Notification of Claims. The parties mutually agree that if either party has the event that the Army or the contractor have knowledge of any third party making a claim against the Contractor or the Army for any matter arising out of or related to this contract, the party learning or becoming aware of such actual or potential claim will notify the other initially by telephone on the same day. A written report concerning this notification will be submitted to the COR and contracting officer within 48 hours.

5.20. Inquiries. The Army agrees that, if any potential licensee of any indicia directs an inquiry to the Army, such inquiry will be forwarded to the contractor for a response. The contractor agrees, that, upon receiving any inquiry from a potential licensee the contractor shall handle said licensee request in an expeditious manner.

5.21. Brochures. The Army and the contractor agree that they may cooperate in the preparation of an appropriate brochure or pamphlet, consistent with the proper promotion of the Army's licensing program. The contractor agrees that any such brochure or pamphlet will be used solely for the promotion of the licensing program, consistent with the high reputation of the Army, and is not to be used for any other purpose, including, but not limited to, the promotion, advertising, or sale of any particular product or service or any activity not directly associated with the Army licensing program.

5.22. Term of Licenses. The initial term of any license granted by the Army will terminate no more than 5 years from the date of establishment of the license. The contractor shall be responsible for collection of any royalty payments up to the date of expiration/termination of the license.

5.23. Notices.

5.23.1. All notices and statements to be given and all payments to be made hereunder, shall be given or made at the respective address of the parties as set forth below unless notification of a change of address is given in writing. All notices will be sent by registered or certified mail and will be deemed to have been given at the time it is mailed.

5.23.2. All notices required to be given to the ATLP PM and/or COR shall be mailed to the following address:

Army Trademark Licensing Program ATTN: Program Manager Army Communication and Outreach Office 1500 Army Pentagon, 1E475 Washington, DC 20310-1500

5.23.3. The contracting officer reserves the right to take whatever actions reasonable and necessary to ensure that all personnel and operations are professional and do not reflect discredit upon the U.S. Army or the contractor.

5.23.4. The contracting officer and/or auditors designated by him/her will at all times have the right to examine the records of the contractor relative to the gross sales and all other aspects of the contractor privilege granted by this agreement. The contractor shall submit upon request any financial statements, which may be requested by the contracting officer and at the same time, certify the integrity of these financial records and reports during the term of this agreement.

5.23.5. The contractor shall at all times and at its own expense comply with all applicable laws, rules, regulations, and orders of the Government, DoW (formerly known as DoD), and Department of the Army.

5.24. Strategic Licensing Plan. The contractor shall provide a written annual Strategic Licensing Plan to the COR within 60 calendar days of agreement award and each year thereafter. This plan shall, at a minimum, accomplish the following:

5.24.1. Demonstrate the contractor's ability to maintain and grow the existing program and how they will further support the Army's marketing efforts and enhance the Army's name and reputation through a broad licensing program that consistently provides quality products at a reasonable price.

5.24.2. Identify the processes the contractor shall utilize to maintain and grow the program.

Information provided should include but not be limited to the prescreening process; number of current licensees by product category; promotion of Army marks; size of licensees; and gross royalty projection.

5.24.3. Identify milestones and timelines of key events during the agreement year.

5.24.4. Identify the process and procedures utilized for the handling of licensees who are late or fail to meet their responsibilities for submission of required royalty and sales reports; submission of royalties, minimum payments, and/or guarantees; and use of required Holograms and Hangtags.

5.24.5. The contractor shall update the plan on an as needed basis during the agreement year.

Revisions will be submitted to the ATLP PM and COR for approval within five working days after completion.

5.25. In-Progress Reviews. The contractor shall conduct telephonic or electronic In-Progress Reviews (IPRs) with the ATLP PM and COR on a recurring bi-weekly basis.

5.26. Quarterly Business Reviews. The contractor, in coordination with the ATLP PM and COR, shall conduct quarterly business reviews and royalty account reconciliations. The specific agenda will be determined 14 days prior to the scheduled meeting date at the contractor’s location. A read ahead shall be provided no later than 72 hours prior to the scheduled meeting.

PART 6

DELIVERABLES

6. Deliverables. The contractor shall provide the following deliverables per the established schedule:

6.1. Identification of Program Manager (PM) and organizational chart. Due at time of proposal solicitation and updated within five calendar days prior to any changes to the Contracting Officer, COR and ATLP PM.

6.2. Strategic Licensing Plan in PowerPoint format to the COR within 60 days of agreement award, annually, and as changes occur.

6.3. Detailed reporting document (process flow or PERT chart to the ATLP PM and COR in writing for payments on a quarterly basis.

6.4. Submission of quarterly royalty reports with supporting documentation to the government for invoicing in the CRS system.

6.5. Communication on late royalty payments and late royalty reports during the biweekly status updates.

6.6. Total sales figure, broken down by product category, marks used and distribution channel, and supporting licensee documentation submitted by each licensee on a quarterly basis in the format required by the license agreement to the ATLP PM and COR.

6.7. Royalty Income Performance Growth Percentages on a quarterly basis in Microsoft Excel format to the ATLP PM and COR.

6.8. Deal memos outlining the specific business and financial information for a prospective licensee.

6.9. Proposed "draft" licensee agreements, with redline version identifying any requested changes from the standard agreement to the ATLP PM as agreements are negotiated.

6.10. Quality Control. The contractor shall develop a quality control program, applicable to all departmental operations, which shall be delivered to the COR within 30 days of agreement award.

6.11. Monthly contractor travel requests (by individual) providing anticipated costs (travel, hotel, per diem) in support of ATLP requirements.

6.12. Travel receipts submission upon completion of approved travel for ATLP review and approval prior to approving reimbursement from the royalty proceeds for the previous month.

6.13. Recommended auditees for execution during the calendar year with associated costs for review and approval.

6.14. Anticipated costs and supporting itemized cost documentation for the execution of the following functions (as required): a) audits; b) Portal operations; c) cost of Army booth space at scheduled trade shows; d) revisions to the Army brand…