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Agreement executed as of the date signed below by The Association of Midnight Basketball, a California Corporation ("Licensor"), and the undersigned Government Entity Licensee.
WHEREAS Licensor is the owner of rights in, and the goodwill associated with, the Names, Logos, Trademarks and service marks (collectively, the "Trademarks") which are used in connection with late night basketball leagues for youth as an alternative to involvement in crime and substance abuse (collectively, the "Midnight Basketball League Program™").
WHEREAS Licensee is a government entity (city, county, municipal department, or government agency) that desires to establish a Midnight Basketball League Program™ and to obtain a license to use the Name, Trademarks, and Logo for public benefit purposes.
WHEREAS Licensor is willing to grant to Licensee a limited, non-exclusive, non-transferable license to use the Trademarks in connection with the operation of a Midnight Basketball League Program™ in Licensee's designated jurisdiction, subject to the terms and conditions set forth herein.
This Non-Disclosure Agreement (the "Agreement") is made by and between the Association of Midnight Basketball (the "Disclosing Party"), with its principal place of business at 28 Geary Street, Suite 625, San Francisco, CA 94108, and the undersigned Receiving Party (the government entity and its authorized representatives).
The Disclosing Party possesses confidential and proprietary information related to its operations, programs, sponsorships, and other business activities. This Agreement is intended to prevent the unauthorized disclosure of such information by the Receiving Party and its employees, contractors, and assigns.
"Confidential Information" includes, but is not limited to: business plans, strategies, and financial information; donor and sponsor lists; program materials, curricula, and training content; participant records and personal data; partnership agreements; intellectual property and trademarks; and any other non-public information disclosed in connection with the government chapter application and operation process.
The Receiving Party shall: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party — including other government agencies, elected officials, or public disclosure requests — without prior written consent of the Disclosing Party, except as required by applicable public records laws; (c) use Confidential Information solely for the purpose of evaluating and operating the Midnight Basketball League Program™; (d) notify the Disclosing Party promptly of any unauthorized disclosure or public records request that may compel disclosure.
To the extent that this Agreement conflicts with applicable state or local public records or open government laws, such laws shall govern. The Receiving Party agrees to notify AMB prior to any required disclosure and to seek all available legal protections (such as trade secret exemptions) before releasing any Confidential Information.
This Agreement shall remain in effect for a period of five (5) years from the effective date, or indefinitely with respect to trade secrets, except as required by law.
This Agreement shall be governed by the laws of the State of California.
This Non-Compete Agreement (the "Agreement") is entered into by and between Association of Midnight Basketball, Inc., with an address of 28 Geary Street, Suite 625, San Francisco, CA 94108 (the "Company") and the undersigned Government Entity and its authorized representative (collectively, "Party").
The Party acknowledges that the Company's primary business is the operation and licensing of the Midnight Basketball League Program™ — a comprehensive crime prevention/intervention, education, employment service and recreational program. The Party agrees not to independently develop, launch, or operate a program that is substantially similar to the Midnight Basketball League Program™ under a different name or brand during the Restricted Period.
The restrictions set forth herein shall apply during the term of any license agreement between the parties and for a period of two (2) years following its termination or expiration.
The restrictions apply within the geographic jurisdiction served by the Party's chapter and any contiguous jurisdictions in which the Company operates or has operated within the preceding 24 months.
Nothing in this Agreement shall be construed to prevent the government entity from carrying out its lawful governmental duties and functions. This Agreement applies only to programs that directly replicate or compete with the proprietary Midnight Basketball League Program™ as operated under AMB's license.
Nothing herein shall prevent the Party from: (a) operating a chapter in good standing under an active AMB license agreement; (b) engaging in general youth programs, recreational activities, or law enforcement community outreach that does not specifically replicate the MBL Program™ model.
This Agreement shall be governed by the laws of the State of California.
Preamble: This Agreement is entered into by and between Association of Midnight Basketball LLC, sole owner and operator of the Midnight Basketball League Program®, and the undersigned government entity and its authorized representative ("User"). This Agreement governs your access to the AMB Portal, databases, applications, and related digital platforms, as well as your handling of all information, materials, and intellectual property related to the Midnight Basketball League Program®.
Trademark Notice: The Midnight Basketball League Program® is the exclusive registered trademark and proprietary property of Association of Midnight Basketball LLC. All rights reserved.
AMB LLC provides the Portal to support chapter operations, participant registration, league scheduling, mentorship tracking, and community engagement. By accessing the Portal you agree to be bound by this Agreement, the AMB Privacy Policy, and any supplemental government chapter agreements.
(a) Identification Data — name, DOB, address, phone, email, photo, emergency contacts; (b) Program Data — rosters, attendance, mentorship notes, league stats; (c) Sensitive Data — demographic info, health forms, background checks, minor data (with parental consent); (d) Financial Data — appropriations, grants, and stipends; (e) Technical Data — IP address, device IDs, login timestamps, portal audit activity.
Used solely for: administering the MBL Program®; communicating with chapters, participants, sponsors, and partners; reporting to funders, grantors, and regulatory bodies; ensuring participant safety; improving portal security; and legal compliance.
AMB does not sell personal information. Disclosure only to: authorized AMB personnel on need-to-know basis; vetted service providers under confidentiality obligations; grantors/auditors as required; or law enforcement when legally compelled.
AMB implements role-based access controls, encryption in transit, password protection, and periodic access reviews. Your government entity agrees to: keep credentials confidential; ensure all staff with portal access have executed appropriate data-handling acknowledgements; log out after each session; promptly report any suspected unauthorized access.
You will NOT: access or distribute data beyond your authorized role; use the Portal for purposes unrelated to AMB's mission; upload malicious code or attempt to bypass security controls; misrepresent your entity's identity or authority; or retain AMB proprietary data on non-secured government systems without prior written authorization.
"Proprietary Information" includes: the MBL Program® model, curricula, rules, coaching methodologies, mentorship frameworks, schedules, training materials; chapter licensing terms, territory info; donor lists, sponsor agreements, grant applications, budgets, financial models; participant rosters, contact lists, demographic data, outcome statistics; operational manuals, SOPs, internal reports, board materials; software, source code, databases, data schemas, dashboards, login credentials; trademarks, brand guidelines, marketing strategies, unpublished communications; and any non-public information reasonably understood to be confidential. You agree both during and after your relationship with AMB: (i) hold all Proprietary Information in strict confidence; (ii) use solely for authorized MBL Program® purposes; (iii) not disclose to any third party without prior written authorization, except as required by applicable public records law; (iv) not use for personal or political benefit or any competing program; (v) not replicate or operate any program substantially similar to the MBL Program® using such information; (vi) promptly return or securely destroy all Proprietary Information upon termination. These obligations survive termination indefinitely, subject to applicable law.
All content, software, designs, curricula, names, logos, and marks — including "Midnight Basketball League Program®" and "Association of Midnight Basketball LLC" — are the exclusive property of AMB LLC. Your government entity receives only a limited, revocable, non-transferable right to access the Portal for authorized purposes. Nothing in this agreement constitutes a transfer of intellectual property rights to any government entity.
You acknowledge the MBL Program® may involve minors. All minor data entered into the Portal must be supported by appropriate parental or guardian consent and handled in accordance with all applicable child-protection and privacy laws, including FERPA where applicable.
Government entity participants may request access, correction, or deletion of personal information about individuals in the Portal. AMB retains data only as necessary. Suspected breaches must be reported within 24 hours. Violation may result in immediate suspension, revocation of chapter affiliation, and civil liability. AMB may update this Agreement; continued use constitutes acceptance. Governed by California law.
By signing below, I, as the authorized representative of the named government entity, acknowledge that I have read, understood, and voluntarily agree to bind my government entity to this Data Privacy and Portal Use Disclosure, including the non-disclosure obligations that survive termination indefinitely, subject to applicable public records laws.
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