Draft agreement for recordings to be done at the 2010 conference
by Joanie
This agreement between Ruth Buell and The Children’s Music Network is to establish that
the audio tape and film made at the Magic Penny Award ceremony on Oct. 10, 2010 will
be the joint ownership of both parties, Ruth Buell and The Children’s Music Network. In
that light, neither party will need permission from the other party to use the film or the
audio for their marketing purposes.
An announcement will be made to the conference on Saturday night to inform people
that this filming will be taking place at the Sunday ceremony. Further, in order to obtain
permission from attendees to be filmed, notes will be posted at the entrance of the room
so that conference attendees will again be made aware of the filming, and if they do not
wish to be visible in the film, they will be able to choose to sit in an area of the room
where they will not be filmed.
Ruth Buell CMN
Representative
Date Date
----- Original Message -----
From: Caroline Presnell
To: ExecComm CMN
Sent: Monday, September 20, 2010 11:19 AM
Subject: Ruthie Video
The other thing | talked with Lisa [Gates, our attorney] about is the video. She says the
proposed opt-out communication will do for participants. She says we must get in
writing an agreement with Ruthie as to who owns the video and, if CMN expects to have
any rights of use of it (as opposed to possible ad hoc permission from Ruthie to use) in
future, to spell that out. Not only would that prevent misunderstandings in the future,
but could be a protection for CMN in case someone on the video should challenge its use.
| got a kick out of Lisa's comment that CMN, with its goodly number of productive and
active artists, is a little petri dish of copyright issues.
Caroline
RESPONSE NO. 2
In January 1987, a group of musicians, educators, and others who had
been sharing resources and leading workshops on children’s music for over
seven years at meetings of the People’s Music Network and its now-merged
parent organization, Songs of Freedom and Struggle, decided to organize
formally as the Children’s Music Network to support each other and
advance the cause of socially responsible children’s music. Naming the
group the Children’s Music Network was an informal process, dubbed
partly according to shared values and association with the People’s Music
Network. Petitioner enjoyed, and continues to enjoy, a positive relationship
with the People’s Music Network, with cooperative attention to scheduling
meetings and with many individuals maintaining membership in both
organizations. The people involved did not seek or receive legal advice
regarding calling themselves the Children’s Music Network.
The new organization began using THE CHILDREN’S MUSIC
NETWORK mark in January 1987 on informational brochures and flyers, in
advertisements, on its newsletter, Pass It On!, and on its web site (located
at www.cmnonline.org), all intended to promote the interests of performers,
songwriters, educators, record producers, record distributors, broadcasters,
families, and children interested in children’s music.
Petitioner currently has approximately 600 members, located across
the United States and Canada, and in Jamaica and Mexico.
Error! Unknown document property name.
Petitioner incorporated in Massachusetts
on April 18, 1991.
Error! Unknown document property name.
This is for the 2010
registration desk, al
pages are the entire
2010 NATIONAL CONFERENCE RECORDINGS
National Conference in Los Gatos, California. These sheets were at the
fd everyone was asked to read them as they checked in. These two
collection of signatures.
PLEASE READ BOTH PARTS OF THIS NOTICE
Page |
During this conference, Liz Buchanan, our on-line services co-chair is going
to be video-tapihg portions of the conference to use on our web-site. If you
do NOT want to|be included in any of this video-taping, please sign your
name here, or see Liz.
_print name sign name date
Also, Liz wants tp tape portions of the Round Robin, which is generally not
taped. If you wduld LIKE to be taped, please see Liz Buchanan.
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Page 2
PLEASE READ BOTH PARTS OF THIS NOTICE
During this conference, Liz Buchanan, our on-line services co-chair is going
to be video-taping portions of the conference to use on our web-site. If you
do NOT want tobe included in any of this video-taping, please sign your
name here, or s¢e Liz.
_print name sign name date
Also, Liz wants t@ tape portions of the Round Robin, which is generally not
taped. If you wauld LIKE to be taped, please see Liz Buchanan.
pets Mec fp Sten) MAAS Ls Ms
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Agreement
This is an agreement between Bill Harley (hereafter referred to as
“speaker”) and the Children’s Music Network (“CMN”) for speaker to give
the keynote speech at the National CMN conference on Saturday,
September 20, 2008, at 1:15 pm at the Illinois State Beach Resort and
Conference Center in Zion, Illinois.
Below are all the points of agreement:
Speaker agrees to give the keynote address on the topic of the future of
children’s music. The length of the speech should be approximately 45
minutes. Music/singing is welcomed.
Speaker agrees to arrive onsite no later than 2 hours before speech is to be
given.
Transportation: Roundtrip airfare will be paid (up to $350) for speaker by
CMN. If arrangements are made by speaker, he will strive to obtain the
best schedule and lowest fares practicable. Ground transportation from the
arrival airport to the conference center and back will be arranged and paid
for by CMN.
Accommodations: CMN will pay for one room at the resort for speaker for
the duration of his stay at the conference.
Meals: CMN will pay for all meals for speaker during the time he will be at
the conference.
Conference attendance: Speaker is welcome to attend any or all of the other
parts of the conference as a guest of CMN.
Conference registration: Speaker will contact the CMN office at least four
weeks in advance of the conference to provide the necessary information
about the intended period of attendance.
Honorarium: CMN will pay speaker $200.
Cancellation: Speaker confirms and assures his attendance and speech at
the above named time and place and agrees to the above conditions and
arrangements. If speaker must cancel due to weather, illness, accident,
emergency or other unforeseen and unavoidable occurrence, speaker
agrees to give CMN at least 24 hours notice and forfeits all of the above
expenditures and honorarium except for what has already been expended
and reimbursed.
Speaker date
CMN representative date
Children’s Music Network
PO Box 1341 @ Evanston, IL 60204-1341 @ 847/673-2243 @ office@cmnonline.org @
www.cmnonline.org
Agreement
This is an agreement between Billy Jonas (hereafter referred to as
“speaker”) and the Children’s Music Network (“CMN”) for speaker to give
the keynote speech at the National CMN conference on Saturday, October
10, 2009, at 2:00 pm at the Blue Ridge Assembly in Black Mountain, NC.
Below are all the points of agreement:
Speaker agrees to give the keynote address on the topic of the future of
children’s music. The length of the speech should be approximately 45
minutes. Music/singing is welcomed and encouraged.
Speaker agrees to arrive onsite no later than 2 hours before speech is to be
given.
Meals: CMN will pay for one meal (lunch) for speaker during the day that
he will be speaking at the conference.
Conference attendance: Speaker is welcome to attend any or all of the other
parts of the conference as a guest of CMN. No accommodations nor meals
other than specified above will be included.
Conference registration: Speaker will contact the CMN office at least four
weeks in advance of the conference to provide the necessary information
about the intended period of attendance.
Honorarium: CMN will pay speaker $750 the day of the speech.
Cancellation: Speaker confirms and assures his attendance and speech at
the above named time and place and agrees to the above conditions and
arrangements. If speaker must cancel due to weather, illness, accident,
emergency or other unforeseen and unavoidable occurrence, speaker
agrees to give CMN at least 24 hours notice and forfeits all of the above
expenditures and honorarium except for what has already been expended
and reimbursed.
CMN reserves the right to cancel this contract with no penalty until July 11,
2009 as conference may be canceled if there is low registration.
Product sales: Speaker agrees to arrange for the set-up, maintaining, selling
and breakdown his own products on a sales table, which will be provided by
CMN for his use for one hour after the speech. CMN cannot provide staff
for any product sales purpose. Otherwise, speaker is invited to leave
product on the general sales table during the rest of the conference on the
same basis as other attendees (see attached) with the exception of having to
work a shift at the table.
Sound: CMN agrees to provide sound for speaker. The PA to be used is the
property of Blue Ridge Assembly and every effort will be made to provide a
high quality system. All sound techs are volunteers as well as experienced
professionals who will strive to provide the best sound support possible.
Speaker date
CMN representative date
AUTHORIZATIONS
This file is to be kept as part of the permanent records. Details of each entry will also be
found in minutes or non-meeting decisions files.
Contains:
Check signers
Contracts
PayPal account access
Publishing permissions
Stock account management
Treasurer
2010 banking changeover
TREASURER
This hasn’t been established yet for Bill Heitner as of 11/18/10.
PUBLISHING PERMISSIONS
6/00 minutes:
Section 3, D-3a—The board authorizes Barbara Tilsen to sign agreements with writers
and those furnishing art, photographs, or songs granting permission for their
copyrighted materials to be published on the CMN Web site.
Section 3, D-3b—The permission agreement with Bobbi Bernstein signed by Barbara
before today is declared valid.
6/00 minutes:
Section 3, D-3-4a—The board authorizes the editor of Pass It On! to sign agreements
with writers and those furnishing art, photographs, or songs granting permission for
their copyrighted materials to be published in Pass It On!
Section 3, D-3-4b—All permission agreements previously signed by Susan Keniston or
previous editors are declared valid.
STOCK ACCOUNT
Board Minutes 6/00, Section 3, D-1-a
D. Stock Account Report and Authorizations
1. Caroline reported that for legal purposes the board is required to
specifically authorize individuals to be responsible for certain functions. With
regard to the stock account oversight, the following was passed
unanimously:
a. Barbara Wright is authorized to act as agent for the board in
overseeing the stock account according to the guidelines outlined at
this meeting.
b. Guidelines: The person designated by the board to oversee the
account on its behalf shall (a) be or become familiar with the nature of
the firms whose stock CMN owns and be able to advise the board on
the congruence of the firms' demonstrated values with CMN's; and (b)
manage the account to best achieve the goals set by the board, that is,
monitor stock performance, consult with the broker/account manager,
and take initiative to effect buy/sell orders if indicated.
c. The account should be managed at a conservative to moderate risk
level.
2. Barbara W. indicated that, as suggested at the February board meeting,
she will be in conversation with member Judith Tuller, who is a broker, about
the possibility of furnishing free or reduced-rate broker services.
3. Also passed:
a. The board authorizes Barbara Tilsen to sign agreements with writers
and those furnishing art, photographs, or songs granting permission for
their copyrighted materials to be published on the CMN Web site.
b. The permission agreement with Bobbi Bernstein signed by Barbara
before today is declared valid.
4. And:
a. The board authorizes the editor of Pass /t On! to sign agreements
with writers and those furnishing art, photographs, or songs granting
permission for their copyrighted materials to be published in Pass /t
On!
b. All permission agreements previously signed by Susan Keniston or
previous editors are declared valid.
4/15/02
Because of CMN’s unusual dispersed administrative set-up, to have an information and
processing flow that works with Prudential’s internal records system, Caroline’s name
appears on the CMN Prudential stock account records in a slot normally naming a
director. In that capacity, a few weeks ago Caroline was asked to and did sign a form
authorizing having a copy of the monthly Prudential account statement sent to our
bookkeeper, Meta Kortum. Caroline asks that the board retroactively approve that/her
action (only). The form was also signed by Barbara Wright, the board’s authorized
representative, who initiated the request with Prudential.
CHECK SIGNERS
Board Minutes 6/03, section B-b3:
Barbara asked for guidance on access to banking records. Signers have free on-line
access to bank statements, but there is a $25 monthly charge for non-signers.
The board stated that it is
important for either Caroline or the bookkeeper to have on-line access and requested
that Barbara work out the details to set that up. Only if access can’t be worked out
otherwise, Caroline is to be added as a signer with the understanding that she would not
actually sign checks. The board stressed that this would be an exception to the still-
desirable policy that staff members not be designated signers. el
Authorized check signers as of 10/03:
Bonnie Lockhart, member Ex. Comm.
Barbara Wright, treasurer
Sally Rogers, president
Board Minutes 6/06, section 4-D:
Frank and Pam agreed to be new check signers after the fall board meeting.
Barbara Wright (staying on)
Frank Hernandez
Pamela Donkin
As of 10/8/08, F and P have not been added. Both long since went to Wells Fargo offices
and filled out the appropriate forms, but they didn’t make their way to our account.
date?
Caroline Presnell was authorized as a check signer and will become the ongoing primary
signer.
PAYPAL ACCOUNT ACCESS
Approved by the board by e-mail 4/24/09 (also see CMN\Money\PayPal\
PPLegal&Admin.doc)—
The CMN National Coordinator, Caroline Presnell, is authorized to set up a PayPal
account under the CMN name and address to be used in conjunction with the CMN
Web site. She will have primary access to the account and all of its features. Board
member Pamela Donkin is also authorized to access all features of the account. The
account will handle only CMN funds. Incoming funds will be transferred to the CMN
checking account. At no time may any funds in or related to the account be combined
with or diverted to an individual’s personal account of any kind.
Christine Imhoff, the CMN bookkeeper, is authorized for password access to account
balance information and the downloadable transaction history. She will include
account information in her regular periodic reports.
During the period of registration-related activity for the CMN national conference
(approximately March through November), the conference chair is authorized for
password access to the following features: downloadable transaction history, cancel
payments or initiate PayPal refunds for online payments made by individuals, and
request PayPal-generated e-mail invoices sent to individuals as part of conference
registration.
Approved by the board by e-mail 9/2/2010
Authorized the person(s) holding the office(s) of Treasurer and/or Acting Treasurer to
have full access to the PayPal account and all of its features. Removed Pamela Donkin
from authorization for the PayPal account access.
CONTRACTS
2008 Agreement with Attorney Lisa Gates
By e-mail, the board authorized Caroline Presnell to sign an agreement for pro bono legal
services for trademark renewal filings. Consensus announced June 2, 2008.
2009 Application for Continuance of Pass /t On! Trademark Rights
By e-mail 4/6/09, the Executive Committee authorized Caroline Presnell to sign the
application. There was no specification for anyone in particular to sign, just that the
person was authorized to do so.
2010 Conference Contract Signer
9/6/09 by e-mail, the Executive Committee authorized Caroline Presnell to sign the
contract with Presentation Center on behalf of CMN.
2011 Conference Contract Signer
By e-mail (last message July 8, 2010), the Executive Committee authorized Caroline
Presnell to sign the contract with the Resort and Conference Center at Hyannis.
2011 Banking Changeover
(1) Jane Arsham, incoming Administrative Coordinator, is authorized to open in the name
of the Children’s Music Network a checking account, a savings account (CD, money
market, or mutual fund), and a merchant (credit card) account at the Cambridge Savings
Bank in Arlington, Massachusetts, with herself as a signer on all of them.
(2) To effect this change, any signer for the present checking and money market
accounts at the Wells Fargo Pico Blvd. bank in Los Angeles may transfer any and all
funds to the new Cambridge accounts and close the Wells Fargo accounts as cash flow
permits and in consultation with the Executive Committee.
(3) Any signer for the Wells Fargo bank merchant account and any signer for the
separate CMN Discover and American Express merchant accounts may and should close
those in consultation with the Executive Committee, once all outstanding transactions
have cleared and the Cambridge merchant account is opened.
(4) Direct transfer of funds from the CMN PayPal account, now made to the Wells Fargo
checking account, will be made to the Cambridge Savings Bank checking account.
(5) Board member Liz Buchanan is authorized as a signer on any or all of the Cambridge
Savings Bank accounts.
(6) Jane Arsham is authorized for full access to and management of the current CMN
PayPal account. This includes, but is not limited to, effecting transfer of funds to
Cambridge Savings and setting up appropriate levels of access to the account for other
individuals named by the board.
(7) Jane Arsham is authorized for (only) online viewing access and report download for
the CMN stock account at Wells Fargo Advisers in White Plains, New York.
The Children’s Music Network
Board Of Directors
5/1/2002
Lisa Atkinson (since 10/91) Suni Paz (since 10/93)
317 West 41st Ave. 544 N. Louise
San Mateo, CA 94403-4305 Glendale, CA 91206
Scott Bierko (since 10/99) Tom Pease (since 2/00)
1085 Warburton Av. #105 6580 County K
Yonkers, NY 10701 Amherst, WI 54406
Joanne Hammil (since 10/91) Ruth Pelham (since 10/91)
70 Capitol St. PO Box 6024
Watertown, MA 02472 Albany, NY 12206
Jenny Heitler-Klevans (since 10/99) Sue Ribaudo (since 10/01 + previous
7426 Barclay Rd. term)
Cheltenham, PA 19012 404 E. 66" St. #11F
New York, NY 10021
Phillip Hoose (since 10/91)
8 Arlington Street Sally Rogers (since 6/96)
Portland, ME 04101 PO Box 98
Abington, CT 06230
Susan Hopkins (since 6/96)
12959 Woolman Lane Barb Tilsen (since 1/99)
Nevada City, CA 95959 3220 Tenth Av. S.
Minneapolis, MN 55407
Bonnie Lockhart (since 6/96)
1032 Winsor Avenue Barbara Wright (since 10/91)
Oakland, CA 94610 116 Westchester Avenue
Pound Ridge, NY 10576
Officers: Executive Committee:
Bonnie Lockhart, President Scott Bierko
(Address above) Joanne Hammil
Joanne Hammil, Treasurer Bonnie Lockhart
(Address above) Ruth Pelham
Michael Miller, Esq., Clerk Sue Ribaudo
One Harborside Dr., Ste. 200S
East Boston, MA 02128-2909
All share decision making on advertising, marketing, and/or sale of products and/or
services. Barb Tilsen has special oversight responsibility for Web site development
and maintenance.
Loyd Artists Contract #
11818
(800) 476-6240 Contract Date
P.O. Box 3048, Asheville, NC 28802 16/2009
It is mutually agreed between the parties as follows: CMN, Children’s Music Network, hereafter “Presenter”, hereby
engages Billy Jonas, hereafter “Artist and the Artist hereby agrees to furnish the services herein after described, upon all
the terms and conditions herein set forth:
1. Date of Event: Saturday, October 10, 2009
2. Performance Time: TBA - about 12 noon
AccessTim 1 hour prior
Set-up By:
Sets: Keynote address
3. Location: Blue Ridge Assembly
Address: Highway 70
Black Mountain, NC
Room: Meeting room
Contact: Patricia Shih Venue Phone:
4. Description: Musician's conference
5. Guarantee: $750.00
Balance Due: $750.00 Payable to: Billy Jonas Reference ID#: 345-54-9521
6. Contract Due Date: 2/4/2009 Payment Due: To Mr. Jonas on 10/10/09
7._Snecial
[The conference sponsor will provide conference registration for October 10 and one meal on October 10. The
keynote theme is reflections on the future of children’s music.
|The attached Technical Rider is part of this Agreement.
Artist's obligations are voided in case of sickness, accidents, accidents to means of jon, riots, strikes,
Acts of God, and acts of public authority; or any other cause beyond Artist’s control. In such case there shall be no claim for
damages by either party to this contract and the deposit will be refunded in full to the Presenter. It is agreed by the Presenter
and the Artist that Loyd Artists, Inc. is not a party to this contract and thus its only function is that of an arts booking agency
and is not responsible to either party for breach of contract.
Please initial indicating you have reviewed #1 - 3 below Date
4. The attached rider(s) is a part of this contract and must be signed by the Presenter.
2. Please review the payment due portion of the contract. If your Organization's procedures will delay payment, contact Loyd
Artists immediately. If other arrangements are not made with Loyd Artists, payment is required as stated in Line 6 of this
contract or the Presenter agrees to a penalty equal to 10% of the artist fee (line 5).
3. If a deposit is required by this contract, it is agreed that any cancellation by Presenter will result in forfeiture of the
Presenter’s deposit (line 5 - second line).
Presenter: Artist:
CMN, Children’s Music Network Billy Jonas
By: Attention: Patricia Shih By: Billy Jonas
xX: xX:
Telephone: 631-549-2332
patshih@pb.net
Loyd Artists Inc. P.O. Box 3048, Asheville, NC 28802 ¢ (800) 476-6240 * FAX (828) 252-4403 « info@loydartists.com
LICENSE AGREEMENT
This License Agreement (the “Agreement”) is made and entered
into this day of , 20_, (the “Effective Date”), by
and between (“Licensor”) and Children’s Music
Network, Inc., a Massachusetts corporation with an address at 10 Court
St/PO Box 22, Arlington, MA. 02476 (“CMN”).
WHEREAS, Licensor has created the following work:
(the “Licensed Work”); and
WHEREAS, Licensor desires to grant to CMN, and CMN
desires to obtain, a limited license to publish the Work and grant to others
the right to publish the Licensed Work;
NOW, THEREFORE, in consideration of the mutual covenants
set forth in this Agreement, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
agree as follows:
1. Grant of License.
1.1. Grant of License. Licensor hereby grants to CMN a limited,
perpetual, nonexclusive, royalty-free license to publish, copy,
digitize, electronically modify, publicly display, and distribute
the Licensed Work. This license includes the right to include
the Licensed Work in paper and electronic versions of CMN’s
publication titled “Pass It On!” and on an Internet website.
1.2. CMN’s Right to Sublicense. This license includes the right to
sublicense to third parties any or all of the rights granted
herein.
1.3. Licensor’s Ownership Rights Reserved. The parties agree
and acknowledge that Licensor owns all right, title, and interest
in and to the Licensed Work. No title to the Licensed Work or
ownership of related intellectual property rights is transferred
from Licensor to CMN hereunder.
2. Representations and Warranties. Licensor’s Warranty. Licensor
represents and warrants to CMN that: (a) no part of the Licensed
Work does or shall infringe upon any patent, trademark, copyright,
trade secret, or other intellectual property or proprietary right of any
third party; (b) Licensor is the sole owner or exclusive licensee of the
Licensed Work; (c) Licensor has not previously in any manner
disposed of any of the rights granted here to CMN; and (d) there are
-1-
no rights outstanding that would diminish the full exercise of the
rights granted here to CMN. The warranties in this Section shall
survive the expiration or termination of this Agreement.
3. Successors and Assigns. This Agreement shall be binding on the
parties and on their successors and assigns without regard to whether
it is expressly acknowledged in any instrument of succession or
assignment.
A. Counterparts. This Agreement may be executed in one (1) or more
duplicate originals, all of which together shall be deemed one and the
same instrument.
5. Severability. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any
other provision.
6. Waiver of Breach. No waiver on behalf of any party of any breach of
the provisions of this Agreement shall be effective or binding on such
party unless the same shall be expressed in writing, and any waiver so
expressed shall not limit or affect such party’s rights with respect to
any future breach of any of the provisions of this Agreement.
Te Governing Law. This Agreement shall be deemed to have been
made, executed, and delivered in the City of Evanston, State of
Illinois, and all the rights and duties of the parties arising from or
relating in any way to the subject matter of this Agreement or the
transaction(s) contemplated by it shall be governed by, construed, and
enforced in accordance with the laws of the State of Illinois.
38. Entire Agreement; Modification. This Agreement, together with all
of the Exhibits attached hereto and incorporated herein, constitutes
the entire agreement of the parties with respect to the subject matter
hereof, and supersedes all prior and contemporaneous agreements,
understandings, negotiations, and discussions, whether oral or
written, between the parties with respect to the subject matter of this
Agreement. There are no representations, undertakings, or
agreements of any kind between the parties respecting the subject
matter hereof except those contained in this Agreement. This
Agreement may be modified only pursuant to a writing executed by
authorized representatives of the parties.
IN WITNESS WHEREOF, the parties have executed this Agreement
effective as of the date first written above.
Children’s Music Network, Inc.
By:
[NAME]
CHIDMS1/2841620.1
Documents to L. Gates for CMN trademark case
CATEGORY ITEM DATE SENT > LG
Publicity other Sesame St. Parents | 01/2
pubs.
Publicity other Boston Globe (NE 01/4/29
pubs. gath)
Publicity other Christian Science 00/7/15
pubs. Monitor
Publicity other Billboard 92/11/28 5/6/02
pubs.
Publicity other Kidsprint 92/6 5/6/02
pubs. (McDonald's)
Publicity other Maine Sunday 93/1/31 5/6/02
pubs. Telegram (Hoose);
w/current Little Ant
pg
Publicity other Mothering 92 summ 5/6/02
pubs.
Publicity other Mothering (ment. 93 win 5/6/02
pubs. PIO!, journ. of)
Publicity other Sassafrass 92 win 5/6/02
pubs.
Publicity other Sing Out!; 89 summ 5/6/02
pubs. w/3/29/89 letter ref
to PIO! & asking for
iss. #1 &2
Publicity other Discover the World | 90
pubs. (book by Susan
Hopkins)
Publicity other Hearing Everyone’s | 99?
pubs. Voice (book by
Susan Hopkins)
Publicity other Looking Glass 95/5/15
pubs. (Monty Harper)
Publicity other Discovery Center 95
pubs. newsletter (Pirtle)
Publicity other Spiral Singers 95
pubs. brochure (Petri)
Publicity other Hunk ta bunk ta 96 win
pubs. News (Dines)
Publicity other
pubs.
Publicity other
pubs.
Advertising Brochure (draft, not | 95
/Marketing published)
Connections Press Release: CEA | 95/3/24
Internal: member Fund raising/ 94
outreach
outreach letter
Internal: member Outreach letter 89
outreach
Advertising Sing Out! 01 fall
/Marketing
Advertising Sing Out! 00 sum
/Marketing
Advertising Sing Out! 98 fall
/Marketing
Advertising Sing Out! 97 fall
/Marketing
Advertising Sing Out! 95 fall
/Marketing
Advertising Sing Out! 99 fall
/Marketing
Organization, the
List, Bd. of Dir. &
Ofcrs
Organization, the
Art. of Incorp.
Organization, the
Bylaws, 10/00
Organization, the
Nonprofit cert (91)
LICENSE AGREEMENT
THIS AGREEMENT is made and entered into this the 26" day of January, 2011 by and
between EBSCO Publishing, Inc., whose principal place of business is at 10 Estes Street,
Ipswich, Massachusetts, 01938-0682, USA (“EP”) and Children's Music Network , whose
principal place of business is at 10 Court St, PO Box 22, Arlington MA 02476 (“Licensor”).
WHEREAS, Licensor has the right to publish or cause to be published the Publications (as
hereinafter defined); and
WHEREAS, Licensor desires to license EP to disseminate the Content (as hereinafter defined)
of the Publications, in text, image, other electronic format or such other formats or on such
other media as may now exist or hereafter be discovered, to end-users through the re-license
or sale of information products using the media of CD-ROM, tape, online hosts, internet
services and other electronic or optical media or formats now known or hereafter discovered.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this
Agreement, and for other good and valuable consideration, EP and Licensor hereby agree as
follows:
ds Definitions. The following terms shall be used in this Agreement as defined in this
Section 1:
1.1 “Adapt”, EP shall make no change to the editorial content of the Publication(s) licensed
hereunder. Notwithstanding the above, EP shall be entitled to insert into each transmission
such subject or descriptor field and codes, instructions and other technical applications as may
be necessary to make the Content compatible with the database structure and search logic of
the Products and to normalize data elements to facilitate Product usage.
‘ "Publications" are the titles listed in Schedule 1, beginning with Volume __, Issue
. Schedule 1 may be amended from time to time and is incorporated into this Agreement by
this reference.
1.3 "Content" is for text, image and other content contained within the Publications.
1.4 “Current Content” is Content that Licensor publishes after the expiration or termination
of this Agreement.
1.5 “Logo” shall mean the marks or trademarked banner graphics owned by Licensor which
are used on the cover of each issue of the Publications.
1.6 “Past Content” is Content that Licensor published and that EP included in Products
during the term of this Agreement.
1.7. "Products" are information products distributed by EP (and by virtue of agreements
with EP, by EP’s distributors, resellers, agents, and sublicensees), which contain all or part of
the Content of the Publications, listed in Schedule 2, as may be amended from time to time,
and which is incorporated into this Agreement by this reference.
1.8 "User" shall mean third persons or organizations that have entered into agreements
with EP and/or its distributors, resellers, agents or sublicensees respecting the Products.
Qe Grant of License
Page 1 of 11
2.1. Licensor grants to EP the non-exclusive right and license to reproduce, distribute
reproductions of, display, publicly perform, and Adapt the Content for purposes of
incorporating the Content into the Products, and allowing the reproduction, distribution of
reproductions of, the display of, public performance of, and adaptation of the Content as used
in the Products. EP will not make the Products available to persons or entities that are not
authorized Users. EP will not authorize or permit any User to re-sell the Content, or any part
thereof. However, university Users may, in return for an additional subscription fee on which
royalties will be paid in accordance with Section 4 herein, make EPs alumni Products available
to their alumni as a component of a larger package of services offered to alumni. Nothing in
this Section is intended to restrict Licensor's right to promote its own print or electronic
subscriptions or products which include the Publications, nor to limit its ability to reach
agreements with other subscription agents or distributors.
2.2 Licensor shall retain all right, title, copyright, and other intellectual or proprietary
rights in the Publications. EP does not acquire any intellectual property or other rights in the
Publications except as specifically acknowledged in this Agreement.
2.3 If, during the term of this Agreement, Licensor provides the Content of the Publications
for inclusion on a product or service which is available at no cost then EP reserves the right to
reduce or eliminate the royalties paid pursuant to Section 4. For the avoidance of doubt,
nothing in this Section is intended to restrict Licensor’s right to promote its own print or
electronic subscriptions by providing only a selected, minority portion of Content of the
Publications in a product or service which is provided at no cost.
2.4 The use of the Licensor’s trademark(s) is subject to review and approval of the Licensor,
however, general purpose materials, such as database catalogs, price lists, Customer Listserv
Messages and other customer communications or other materials providing a general listing of
services or databases, shall not require specific review or approval. To promote Licensor’s
brand recognition, EP may display the Publication’s Logo only in conjunction with display of a
full text article from the Publication. EP may also use the Publication’s cover images in
marketing and promotional materials.
2.5 Licensor authorizes EP to sublicense Content in exchange for additional royalties
beyond that listed in Section 4, which royalties will be calculated in a manner equal to the
method set forth in Section 4.1 of this Agreement. EP will sublicense such sublicensees to
reproduce, distribute reproductions of, display, publicly perform, and adapt the Content and
the Products, and will allow the reproduction, distribution of reproductions of, the display of,
public performance of, and adaptation of the Content, in all media now known or hereafter
discovered, providing revenues from guaranteed sources, subscription packages, or
transactional (pay-per-view) models. Upon written notice to EP by Licensor, EP will direct
sublicensees to remove Content identified by the Licensor. EP reserves the right to direct
sublicensees to remove any Content in which the ownership or right to license is called into
question. Licensor will indicate whether it accepts or declines this option by indicating its
agreement on Schedule 3, which is incorporated herein by this reference.
2.6 Licensor agrees to make best efforts to include information in the masthead of the
Publications indicating that the Publications are included in EP's Products.
2.7. Licensor grants EP the right to make the Content of the Publications on EP’s servers
available to major search engines and EBSCO Discovery Service to crawl in order to make
Users aware of the Content. Licensor shall provide data for all the full text and metadata with
information that facilitates a link from metadata to the full text on an online server. Licensor
agrees to provide this data for all current and future titles. The search engines and EBSCO
Page 2 of 11
Discovery Service may display a limited portion of the Content so that Users can connect to
the Content via the result lists.
3: Development of the Products
3.1 Licensor will deliver the Content of the Publications to EP in a timely manner in a
mutually agreed upon format and medium, as stated in Schedule 1.
3.2 Licensor agrees to deliver the best available data for the Content of the Publications,
without charge to EP, according to the schedule stated in Schedule 1. Licensor agrees to
authorize EP to download Content for Publications from any third party providers and to cover
all associated costs (if any).
4. Payments and Reports
4.1 EP shall pay Licensor earned royalties on a quarterly basis. Such earned royalties will
be equal to twenty percent (20 %) of the net revenue collected for inclusion of Content from
the Publications on Products sold.
4.2 EP shall make payments due to Licensor pursuant to this Agreement within ninety (90)
days after the last day of the calendar quarter in which use of the Content of the Publications
in the Products commenced.
4.3. For Products in which only citation and abstract information from Licensor are
included, and no text or image of the article is included, no royalty will be earned by Licensor.
53 Representations and Warranties
5.1 EP represents and warrants that it has the right to enter into this Agreement and to
cause the Products to be sold in the form and in the manner set forth in this Agreement.
Licensor represents and warrants to EP that: (a) Licensor has the right to enter into this
Agreement with EP, (b) Licensor has the right to allow or cause the Content of the
Publications to be licensed in the form and manner set forth in this Agreement, and (c)
Licensor owns all right, title, and interest in and to, including the copyright in and to, the
Publications being licensed pursuant to this Agreement, and the individual items of Content, or
with respect to individual items of Content, the right and license to allow EP to use the
Content as contemplated by this Agreement.
5.2 EP indemnifies Licensor (and its officers, directors and partners) from and against any
and all liability, damage, loss or expense arising from any claim, demand, action or proceeding
based upon or arising out of the breach or alleged breach of any of the representations or
warranties set forth in this Agreement or incurred in the settlement or avoidance of any such
claim, provided, however, that Licensor shall give prompt legal notice to EP of the assertion of
any such claim and provided further that EP shall have the right to participate in the defense
thereof at its own expense. This agreement to indemnify shall survive any termination or
expiration of this License Agreement.
5.3 Licensor indemnifies EP (and its parents, affiliates, officers, directors and partners)
from and against any and all liability, damage, loss or expense arising from any claim, demand,
action or proceeding based upon or arising out of the breach or alleged breach of any of the
representations or warranties set forth in this Agreement or incurred in the settlement or
avoidance of any such claim, provided, however, that EP shall give prompt legal notice to
Licensor of the assertion of any such claim and provided further that Licensor shall have the
Page 3 of 11
right to participate in the defense thereof at its own expense. This agreement to indemnify
shall survive any termination or expiration of this License Agreement.
6. Copyright and Infringement
6.1. Copyright of the Publications remains the property of Licensor. EP's customers agree to
abide by the Copyright Act of 1976 as well as any contractual restrictions, copyright
restrictions, or other restrictions provided by publishers and specified in the Products.
Pursuant to these terms and conditions, the customer and Users may download, email or print
limited copies of citations, abstracts, full text or portions thereof provided the information is
used solely for personal, non-commercial use. EP instructs its customers that they may not
use the Products as a component of or the basis of any other publication prepared for sale and
will neither duplicate nor alter the Products or any of the content therein in any manner nor
use same for sale or distribution. EP informs the customer that it must take all reasonable
precautions to limit the usage of the Product(s) to those specifically authorized.
6.2 Each party will use reasonable efforts to notify the other of any allegations of
infringements of patent, copyright, trademark or other intellectual property rights in the
Products that come to such party's attention.
6.3. EP acknowledges and agrees that Licensor may, with respect to any Content or any
Publication, or a portion thereof, request EP to remove or cease distributing any portion of the
Content or the Publications which Licensor reasonably believes may be in violation of law or
the proprietary or contractual rights of a third party, and EP will reasonably cooperate with
Licensor in that regard. In the event that Licensor requests that EP remove or cease
distributing more than five percent (5%) of the total Content licensed by Licensor to EP
pursuant to this Agreement, then EP’s obligation to pay royalties pursuant to Section 4 of this
Agreement shall be reduced on a prorated basis consistent with the percentage of Content
subject to removal or cessation of distribution.
Te Confidentiality
Yel. Neither party shall, without the written consent of the other, or as specified below,
communicate confidential information of the other orally or in writing (including, without
limitation, future business plans and services and the identity and addresses of the Users) to
any third party and shall protect such information from inadvertent disclosure to any third
party in the same manner that it protects its own confidential information. Each party’s
obligations of confidentiality and non-disclosure shall not apply to disclosures to such party’s
counsel or other advisors or to a court, arbitration panel or other similar body, in the event
such party has a bona fide dispute with the other party regarding this Agreement.
7.2 Both parties further agree that all confidentiality commitments hereunder shall survive
any termination or expiration of the Agreement.
8. Term and Termination
8.1. The term of this Agreement shall commence on the date first set forth above and shall
automatically renew on the date which is three (3) years thereafter, subject to successive one
year renewals of this Agreement on the terms contained herein unless either party hereto
provides written notice to the other party at least ninety (90) days in advance of any renewal
date of its intention not to renew this Agreement.
8.2 This Agreement may be terminated by either party on written notice of termination,
upon material breach of any obligation hereunder by the other party, if such other party fails
to cure such breach within sixty (60) days after written notice thereof.
Page 4 of 11
8.3. This Agreement may be terminated immediately by either party in the event an order
for relief in any bankruptcy or reorganization proceeding is entered against the other party, a
receiver is appointed for all or substantially all of the assets of the other party, the other party
is dissolved or liquidated other than in connection with a sale of all or substantially all of its
assets, the other party completely discontinues its business other than in connection with a
sale of all or substantially all of its assets, or the other party attempts to assign this Agreement
in contravention thereof.
8.4 Upon termination of this Agreement, each party shall promptly return to the other all
confidential and business-sensitive information in tangible form which is then in possession or
control of such party. After termination, EP will no longer have any license to include Current
Content from Publications in its Products, but may continue to include Past Content from the
Publications in its Products, in exchange for a one-time lump sum payment equal to the
previous twelve months’ royalties earned pursuant to Section 4.1 of the Agreement. This
payment of shall be made within thirty days of termination of this Agreement.
9. Force Majeure
Neither party shall be deemed in default of this Agreement to the extent that
performance of its obligations or attempts to cure any breach are delayed or prevented by
reason of any act of God, fire, natural disaster, accident, act of government, labor difficulty,
sabotage, failure of suppliers or subcontractors or unavailability of material or supplies or any
other cause beyond the control of such party ("Force Majeure"), provided that such party gives
the other party written notice thereof promptly and in any event, within fifteen (15) days of
discovery thereof. In the event of such a Force Majeure, the time for performance or cure
shall be extended for a period equal to the duration of the Force Majeure but not in excess of
six (6) months.
10. Limitation of Liability
Neither party shall be liable to the other for special, incidental, consequential or
punitive damages of any nature, for any reason, including, without limitation, the breach of the
Agreement or any termination of this Agreement, whether such liability is asserted on the
basis of contract, tort (including negligence or strict liability) or otherwise, even if the other
party has been warned of the possibility of such damages. Except as provided herein, all
remedies, including, without limitation, the termination of this Agreement and all of the
remedies provided by law shall be deemed cumulative and not exclusive.
11. Assignment
This Agreement shall be binding upon, and shall inure to the benefit of the parties
hereto and their respective successors and assigns; provided, that this Agreement may not be
assigned in whole or in part by either party without the written consent of the other, except
that Licensor may assign this Agreement to any other entity controlled by Licensor without the
consent of EP and EP may assign this Agreement to any affiliate without the consent of
Licensor. Either party may, with the other’s written consent, which consent shall not be
unreasonably withheld or delayed, assign this Agreement to any person or entity which
succeeds to its business to which this Agreement relates and which assumes all of its
obligations hereunder in writing, provided that in such event the assigning party or its legal
successor-in-interest shall remain bound as a guarantor of such obligations.
12. Notices
All notices required or permitted hereunder shall be in writing and shall be sent by
registered or certified mail, return receipt requested, or by facsimile to the party to whom
Page 5 of 11
such notice is directed, at the address as set forth above, or the facsimile number provided by
such party, or to such other address or facsimile number as such party shall have designated
by notice hereunder. Unless otherwise specified, notices shall be deemed given when the
return receipt is received or upon receipt of an appropriate facsimile answer back after
transmission of the facsimile.
13. Waiver
Any waiver of any right or default hereunder shall be effective only in the instance
given and shall not operate as or imply a waiver of any similar right or default on any
subsequent occasion.
14. Entire Agreement
This Agreement and the attached Schedules constitute the entire Agreement between
the parties pertaining to the subject matter hereof and supersede all prior and
contemporaneous agreements, negotiations and understandings, oral or written. This
Agreement may be modified only by an instrument in writing duly executed by both parties.
15. Enforceability
If any provision or clause of this Agreement is found by a court of competent
jurisdiction to be void, illegal, or unenforceable, that provision or clause shall be modified by
the court so as to render it valid and enforceable; or, if such modification is impossible or the
court is unable under the law to make the modification, then that provision or clause shall be
regarded as stricken from the Agreement. In either event, the parties agree that the
remainder of this Agreement shall remain in full force and effect.
16. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the
Commonwealth of Massachusetts.
Accepted and agreed to by the parties as of the date above written.
Licensor EBSCO Publishing, Inc.
BY: BY:
(Signature)
Title: President Tim Collins
President
___ Joanie Calem__ 978-356-6500
Please print name fax 978-356-5191
Page 6 of 11
Date signed: Date signed:
Telephone: 339-707-0277___
Fax:
Schedule 1 Publications (Please type or print clearly)
ISSN # issues Institutional
Peer
Title(s) (8 digits) per year Sub Price Language
Reviewed
Pass It On! 2 w/ membership English
no
Delivery -Electronic
Licensor will provide the complete content of articles in the publications as soon as said
format is available.
Licensor contact for electronic data delivery to EP:
(Please reference individual contact name)
phone: e-mail:
Federal Tax Identification Number
For US Clients, please provide Licensor's Federal Tax Identification Number (9 digits) to
expedite royalty processing:
04-3123496
Entity Type:
For US Clients: (please circle one): Sole Proprietorship; Partnership; Limited Partnership;
Limited Liability Company (LLC); Corporation (for-profit - Inc.); Non-Profit Corporation (not-
for-profit); Cooperative.
Publisher Web Site
Please provide publisher's web site to be included in the Products: www.cmnonline.org
Schedule 2 Products
Products are subject to modification at EP’s discretion
Page 7 of 11
Academic Search™ product family
Academic Search™ Alumni product family
Advanced Placement Source
Alt-HealthWatch product family
America History & Life product family
Art & Architecture product family
Associates Programs product family
Australia/New Zealand Reference Centre product family
Bibliography of Native North Americans product family
Biography Reference Center product family
Biomedical Full Text Collection
Biomedical Reference Collection
Book Collection: Nonfiction product family
Business Source ™ product family
Business Source ™ Alumni product family
Canadian MAS FullTEXT™ Elite
Canadian Reference Centre product family
Careers & Colleges Reference Center product family
Caribbean Source product family
Central & Eastern European Academic Source product family
CINAHL product family
Communication & Mass Media product family
Company Industry & Investment Reference Center product family
Computer & Applied Sciences product family
Computer Source
Corporate ResourceNet
CPLI with Full Text product family
Criminal Justice product family
Culture Reference Center product family
Dentistry & Oral Sciences Source product family
DynaMed
EconLIT with Full Text product family
Economia Y Negocios product family
Education Research Index family
English Language Learners product family
Environment product family
Executive Daily Brief
Film & Television Literature with Full Text product family
Fonte Academica
French General Interest product family
Fuente Academica product family
Garden Literature product family
Health Business FullTEXT product family
Health Source ® product family
Historical Abstracts product family
History Reference Center product family
Hobbies & Crafts Reference Center product family
Home Improvement Reference Center product family
Hospitality & Tourism product family
Humanities International product family
Illinois Reference Center
Information Science & Technology Abstracts (ISTA)
Insurance Periodicals Full Text product family
International Bibliography of Theatre product family
Page 8 of 11
International Security & Counter Terrorism Reference Center product family
Internet & Personal Computing product family
Learning Center product family
Legal Collection
LGBT Life product family
Library & Information Science product family
Literary Center product family
MasterFILE FullTEXT™ product family
MAS FullTEXT product family
Match: Company & Career
MEDLINE with Full Text product family
Middle Search Plus™
Military & Government Collection
Multicultural Reference Center
Newspaper Source product family
Nonprofit Organization Resource Center product family
Novelist product family
Nursing and Allied Health Reference Collection product family
Nursing Reference Center
Online Reader™
Performing Arts Complete
Points of View Reference Center product family
Political Science product family
Professional Development Collection
Psychology and Behavioral Sciences Collection
Primary Search ™
Rehabilitation & Sports Medicine Source product family
Referencia Latina product family
Religion & Philosophy Collection
Risk Management Reference Center product family
Science & Technology Collection
Science Reference Center product family
Small Business Reference Center product family
Social Science Source
SOCINDEX product family
Sociological Collection
SPORTDiscus with Full Text product family
Texas Reference Center product family
Textile Technology product family
TopicSearch
UK/Eire Reference Center product family
Vente et Gestion product family
Water & Aquatic Sciences product family
Wildlife Reference Center
World Magazine Bank
Schedule 3 - Options With Respect to Sublicensees
Accept Decline Option
Subscription-Based Services - Licensor authorizes EP to
sublicense selected Content in accord with the Agreement, to end-
users having agreements with sublicensees. Licensor will earn
royalties equal to 20 percent of the net revenue generated from
inclusion of Content in the Subscription Based Services.
Page 9 of 11
Pay-Per-View - Licensor authorizes EP to sublicense selected
Content in accord with the Agreement, to sublicensees that will
provide the Content to end-users on a per transaction basis.
Licensor receives a license fee equal to 20 percent of the price paid
by end-user per item of Content sold to an end-user.
Advertising-Supported Sites - Licensor authorizes EP to sublicense
selected Content in accord with the Agreement, to sublicensees that
will provide the Content to end-users. EP will receive revenues
from the sublicensee based upon a percentage of on-site
advertising. Licensor will earn royalties equal to 20 percent of the
net revenue generated from inclusion of Content in the Advertising
Supported Sites.
Annual License Fee - Licensor authorizes EP to sublicense selected
Content in accord with the Agreement, to sublicensees that will
provide the Content to end-users. EP will receive a guaranteed
annual fee from its sublicensee in consideration of the Content
sublicense. Licensor will earn royalties equal to 20 percent of the
net revenue generated from inclusion of Content in the Product
licensed for the Annual License Fee.
Schedule 4 - EBSCO Royalty Calculations
For inclusion of content provided by LICENSOR for use in EBSCO’s proprietary products,
EBSCO shall pay LICENSOR royalties on a quarterly basis at 20 % (twenty percent) (CP, the
Contract Percentage) of the net revenue collected (NRC). This royalty shall be arrived at
through the following calculations:
A. Each product is assigned a full text value (FTV) which is denoted as a percentage to be
used to calculate the royalty pool for each product ($RP). For existing products, the FTV is
generally between 30% and 60% of revenue and is determined by EBSCO management.
The FTV varies by product and is generally dependent on the amount of full-text sources
available, the type of content included and the market for that particular product. The FTV
reflects that products generally include value added indexing, abstracts and content
tagging and processing created by EBSCO as well as the fact EBSCO is responsible for
product packaging, hosting, software development, order fulfillment, and technical
support. The FTV percentage is multiplied by the product revenue ($R) to create the
royalty pool ($RP).
B. The royalty pool is apportioned according to the relative amount of each provider’s data
compared to the total amount of data on the product. There are two models used to
determine each title's share: it is either the subscription price ($S) of provider’s title
multiplied by the number of years of data (YD) for that title or the number of articles for
that title on the particular product. This “content value” (CV) for the individual title is
compared to the total of content values for all titles included in the product to arrive ata
ratio which is applied to determine the provider’s share (PS) of the royalty pool. Which CV
model is used depends on the product in which the content is included.
C. The actual royalty to be paid is determined by multiplying Net Revenue Collected by the
Contract Percentage, in this example 20%.
FTV * $R = $RP
Page 10 of 11
$S (title1) * YD(title1) = CV(title1) or Number of articles(title 1) = CV(title 1)
CV(title1) = PS
CV(title1) + CV (title2) + CV(titleN)
PS * $RP = NRC NRC * CP = Royalty to be paid
Page 11 of 11
CMN FACT WITNESSES
5/16/02
This is the confirmed fact witness pool, listed in order of preference,
with factors to be considered.
Caroline Presnell
P.O. Box 1341
Evanston, IL 60204-1341
(Available in Chicago)
Administrative consultant since
1/95
Sarah Pirtle
63 Main St.
Shelburne Falls, MA 01370
(Available in western
Massachusetts, some schedule
limitations June and July)
A founder; first editor of Pass It
On! journal; the initial de facto
organization coordinator, then
member of the Steering
Committee created 6/89; member
Board of Directors 10/91-10/01
Ruth Pelham
P.O. Box 6024
Albany, NY
(Only if needed, in Albany, New
York)
A founder; on Interim Advisory
Board created 1/89; on Steering
Committee created 6/89;
Executive Committee 6/89-
present; member Board of
Directors 10/91-present
Joanne Hammil
(formerly Joanne Olshansky)
70 Capitol St.
Watertown, MA
(As last choice, in Boston area)
On Advisory Board created 6/89;
on Executive Committee (created
1/93) to present (will resign 6/02);
member Board of Directors 10/91-
present; President 10/94-1/98;
Treasurer 1/99-present
Lisa, Here is my best reconstruction of the sequence of discovery to filing,
based on my notes and memory.
(1) Around 10-1-00, | received a call from someone looking for the Children’s
Music Network. We are not listed in the directory service—I believe he said
he’d obtained the number from our Web site. We established that our CMN
was not the organization he was looking for and that there was another using
the name. He told me he'd been trying to track down CMN to secure
payment for a seriously overdue bill for products (CDs, as | remember)
ordered from him. He said that repeated attempts to reach them by
telephone or mail had been futile. He gave me the address and telephone
number he had on record: 1919 N. Michigan Av., Ste. 2504, Chicago, 312-
640-1990. Taken by surprise, and knowing we weren’t the culprits, the
ramifications didn’t occur to me until we had hung up, and | didn’t think to
ask for his name and contact information.
On 10-2-00, according to my records, | tried calling the number he gave me.
The answering machine did not identify the Children’s Music Network, but
mentioned “Josh or Adam.”
Around that same time, | called the telephone company’s (voice) reverse
lookup. The operator gave the Mich. Av. 60611 address and said it was
listed to Altgeld & Co. and to Nuclear Development. She said that the
Children’s Music Network was not listed to that number.
Next, | contacted the telephone company to see if they could identify the
original caller from their records. They said that a trace is only possible if
the party is still on the line.
| also did a search on the internet using as many keywords as | could think
of, but found only our own CMN.
(2) Sometime in the next month or so, | called you for advice on a different
matter and we had the initial conversation about your setting up with Jenner
& Block to provide us your pro bono services.
(3) Excerpt from e-mail from Caroline Presnell to our Executive Committee
1-15-01:
Lisa Gates called today to say she’d received the signed papers and was now
ready to give attention to our legal needs. | brought up something |
considered fairly urgent that you all don’t know about because | haven’t
mentioned it. | didn’t have enough information to do more than alarm you,
and saw no need to do that. 2-3 months ago, | found out that there was
someone in Chicago using the name Children’s Music Network. | tried to call
a number | got, but no answer. | did eventually get an address, in
downtown Chicago, and intended to go there eventually to check things out.
(Can give more details later.) | didn’t think we had applied to register the
name of the organization...but haven’t had time to check with Michael Miller
or anyone else. | thought if not, we should apply ASAP. But, given that | was
barely keeping up with current duties, and given that we were going to get
Lisa’s services, | got no further.
With me on the line, Lisa looked it up on the PTO Web site. She found that
the other folks (incorporated in Illinois) have applied to register the org.
name...
Note: Lisa, Michael Miller is our pro bono corporate lawyer in Mass. who
helped with the initial incorporation and is our official clerk.
(4) In conversation with you and among ourselves, we agreed to proceed
with filing for the registration and at the same time to try to find out who the
other organization people were so as to decide how to approach them. On 1-
22-01, | asked a friend with advanced internet skills to see if he could find a
trace of the other CMN. He reported that his extensive search turned up
nothing but ours.
(5) Excerpt from e-mail from (board member) Ruth Pelham to our Executive
Committee 1-24-01:
Just to update you on my sleuthing of the Chicago CMN. My sister tried
calling and found that their phone number is disconnected and the only other
CMN in the area is a carpet company!
Note: Lisa, | think you have the sequence from here on on record.
Thanks!
Caroline
INTERNET ENCOUNTERS WITH “CMN”
Infringement issues re our domain name?
CMN Community | http://www.cmn-wv.com/training_inquiry.htm 7/21/08
Online | Mortgage
Network
CMN Children’s http://www.echd.org/FamilyServices/CMN/pledge.htm | 7/21/08
On-Line | Miracle This one challenged us re CMN at the time we filed to
Pledge _| Network trademark.
From Lisa Gates, attorney 1/24/01
Caroline:
You're on the right track. | would just clarify things a bit: Regarding the
consequences of not registering marks: First, regardless of whether CMN
registers its marks, it has accrued certain rights to use them; these are
called common law rights. That means that, even without registration, CMN
could assert its rights in a mark if someone else's use creates a likelihood of
confusion. However, by registering a mark, CMN would get the advantages
of being able to prove when it started using the mark, and it could sue
infringers for a lot more money (so-called statutory damages). So if another
group has registered a mark and CMN hasn't, their registration bolsters their
ability to go after CMN and stop it from using a mark. Further, the fact that
someone else has registered the mark and CMN hasn't weakens CMN's
ability to stop those registrants' (and, to a certain degree, nonregistrants')
infringing use, and it could weaken CMN's defensive case if it ever is sued for
infringement.
Regarding confusion: Even if these other groups don't register their marks,
they might be out there using their marks and creating a likelihood of
confusion, and maybe they've been doing that for quite a while. The only
way to know for sure is to find out whether CMN's members or potential
members are ever confused, whether CMN gets phone calls or mail directed
at another group, etc. That could happen regardless of whether those
confusing marks are registered. Once you know whether a likelihood of
confusion exists, then you figure out who is registered and how that affects
each side's position. | hope this is helpful. Call if you want to discuss.
NCU 25 2882 17:1@ FR ACLLAND & KNIGMT LEP.i2 3578 8542 TO
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FACSIMILE
To:
Lisa Parker Gates Jenner & Block 312-840-7649/7749
NAME COMPANY/FIRM. FAX NUMBER
Chicago TL 312-923-2624
CITY STATE (TELEPHONE NUMBER)
EROM:
Lewis T. Steadman, Jr. 312-578-6659 4
NAME TELEPHONE TOTAL PAGES (Including Cover Sheet)
FOR THE RECORD;
DATE: November 25, 2002. URGENCY: [] SUPER RUSH O RUSH I REGULAR
CLIENT NAME: Children's Music
FAXED BY: FILE #:_071972.00006 Network, Inc.
CONFIRMED: [) YES NAME: TIME:
If you did not receive all of CONFIDENTIALITY NOTICE: This fects, along with 2 any gonumnants, files, or
May contain i that otherwise
the pages or find that they exampt from disclosure. If you are not the ‘tsadad recipies ‘of a person responsible
are illegible, please c for aulverg it to the intended recipient, you are hareby notified that any disclosure,
(312) 878-6617 copying, printing, dietribution or use of any information contained in or attached to
this facsimile ie strictly probibited. If you have received thie facsimile in error,
plaace immediately notify ua by facsimile or by telephone collect at tha numbere
stated above, and destroy the original faceimile and its attachments without reading.
printing. or saying in any manner. Your cooperation is apprecia’ |. Thank you.
MESSAGE:
CHI2 #167100 v1
NOV-25-2022 17:58
312 578 6542 98%
wey 2S code Gitie ow rei & Kiam LLP Le 57
HOLLAND & KNIGHT LLC
5 West Mancoe Street
Suite 800
Chicago, tlincis 60603
312-253-3600
PAX 312-578-6666,
ww. nklaw.com
LEWIS T. STEADMAN, JR.
November 25, 2002 912-878-6659
Internet Addresa:
lewis.steadman@hklaw.com
VIA TELEFAX AND MAIL
Lisa Parker Gates, Esq.
Jenner & Block
One IBM Plaza
Chicago, IL 60611-7603
Settlement Communication Made
Pursuant To Rule F.R.E, 408
Re: Children's Music Network, Inc. v. Children's Music Network,
Inc.; Cancellation No. : 32,485
Your Ref No.: 62043-10003; Our Case No, 071972.00006
Dear Ms. Gates:
We have reviewed your settlement offer of October 15, 2002 with our
client. Our client is also encouraged by your client's willingness to settle the
matter, but we disagree that our prior offer to settle this matter for $15,000
"amounts to a windfall for infringing" your client's alleged rights.
Our client adopted his mark in January, 1995 and did not learn of your
client until 2000. You have suggested that my client should have known about
your client in 1995 and that it could have done an Internet search to locate
them. However, as reflected in the documents which you produced, your client
did not have a website until the Winter of 1998 (see issue No. 28 of Pass It On)
and did not advertise its website until the Fall of 1999 (see issue No. 33 of Pass
Tt On). Since 1995 my client has spent thousands of dollars producing its CMN
HOLLAND & KNIGHT LLP / Office Locations
Anmapciis + Atlanta + Sethesda + Boston + Bradenton + Fort tauderdale + Jacksonvilie - Lakeland - Los Angeles - Melboume - Miami + NewYork + Narthem Virginia
Orlando + Potlland » Providence + Si. Petersburg - San Antonio ~ San Francisco - Seattle » Tallahassee « Tampa + Washington, D.C, » West Paim Beach
Intomational Ofices: Caracas* + Helsinki - Mexico City - Rio deJaneire ~ Sao Paulo = TelAviv’ » Tokyo “Represeniative Ofice
NOV-25-2882 17:50 312 578 6548 98% P.a2
Lisa Parker Gates, Esq.
Jenner & Block
November 25, 2002
Page 2
products, promoting their distribution, fighting off the Children’s Miracle
Network and obtaining federal registration for its mark. In contrast, your client
adopted a name knowing about the existence of THE PEOPLES MUSIC
NETWORK and waited more than 10 years before asserting that the name is
entitled to trademark registration. My client has not traded upon your client's
alleged common law rights and $15,000 in no way covers the time and money
spent in developing its trademark.
However, since my client is willing to adopt a new mark and the parties
appear close on a frame work for settlement, my client proposes the following
counteroffer to Paragraphs 1-6 of your offer:
Paragraph 1 - Your client will pay my client $7,500;
Paragraphs 2-5 are acceptable;
Paragraph 6. — Our client opposes the use of a disclaimer in connection
with KIDS MUSIC NETWORK because (a) studies have shown that disclaimers
often prove to enhance the possibility of confusion as opposed to dispelling it;
and (b) there has been no evidence of actual confusion in this case. If your client
is concerned about the possibility of actual confusion in the future; we suggest
the following substitute for paragraph 6:
6. The parties will take steps necessary to avoid public confusion as to the
source of goods or services bearing THE CHILDREN'S MUSIC NETWORK and
KIDS MUSIC NETWORK marks and agree to take reasonable and appropriate
steps to cure any confusion that should occur.
Finally, we require the following language specifying that your client will
not attempt to expand its products or services into those offered by my client:
7. Your client will agree not to use its THE CHILDREN'S MUSIC
NETWORK mark in connection with finger puppets, coloring books, crayons,
audio cassettes and CDs featuring children's music; the production and
distribution of animated films, videos and television programs.
On this issue, my client does not object to your client promoting the
cassettes or CDs of others.
NOU-25-20@2 17:52 312 578 6542 97%
rid PR -CLLaND & 4NiGhT LLPlé 375 6542 TU
Lisa Parker Gates, Esq.
Jenner & Block
November 25, 2002
Page 3
We look forward to your considered response to this settlement offer.
Sincerely,
HOLLAND & KNIGHT LLC
eure St
Lewis T, Steadman, Jr.
LTS/srm
ce: Darryl Schwartz
CHI) #1¢3634 v2
we TOTAL PAGE.O4 =x
NOV-25-20@2 17:51 312 578 6540 96% Pa
AGREEMENT
This Agreement (the “Agreement”) is made and entered into this __ day of
, 2001 (the “Effective Date”), by and between the Children’s Music
Network, a Massachusetts not-for-profit corporation, with a principal address at P.O. Box
1341, Evanston, Illinois 60204-1341 (“CMN”), and the Music Educators National
Conference, a Virginia not-for-profit corporation with a principal address at 1806 Robert
Fulton Drive, Reston, Virginia 20191 (“MENC”).
RECITALS
WHEREAS, CMN is a not-for-profit corporation, exempt from taxation under
§ 501(c)(3) of the Internal Revenue Code, whose basic purpose is to build children’s self-
esteem, promote respect and responsibility for the environment, and cultivate
nonviolence and social justice through children’s music;
WHEREAS, MENC is a not-for-profit corporation, exempt from taxation under
§ 501(c)(6) of the Internal Revenue Code, whose basic purpose is to advance music
education by encouraging the study and making of music;
WHEREAS, CMN promotes, sells, and distributes a magazine in the field of
music for children under the PASS IT ON! mark (the “CMN Mark”);
WHEREAS, the CMN Mark is the subject of a pending application for federal
registration (Ser. No. 76/215,398);
WHEREAS, CMN became aware in February 2001 that MENC had filed
applications to federally register the MUSIC PASS IT ON! and MUSIC PASS IT ON! (and
Design) marks (Ser. Nos. 76/087,195 and 76/087,505 respectively) for promoting music
education in public schools and related educational activities (the “MENC Marks”);
WHEREAS, CMN’s date of first use in commerce of the CMN Mark is
September 1987;
WHEREAS, MENC’s dates of first use in commerce of both MENC Marks are
June 1, 2000;
WHEREAS, CMN believes that the MENC Marks are confusingly similar to the
CMN Marks and that CMN has been harmed and will continue to be harmed by MENC’s
use of the MENC Marks;
WHEREAS, the parties have been engaged in discussions regarding a
mutually agreeable settlement of this matter; and
WHEREAS, CMN is willing to refrain from asserting its rights in and to the
CMN Marks as they relate to MENC and the MENC Marks under the conditions set forth in
this Agreement;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement, the parties agree as follows:
1. MENC’s Obligations.
1.1 Discontinuation of Use. On or before May 1, 2002, MENC shall discontinue
all uses of the MENC Marks in relation to goods and services in the field of
children’s music and music education. Any use of the MENC Marks in
relation to such goods and services between the Effective Date and May 1,
2002, shall be solely for the purposes of exhausting MENC’s inventory of
existing products MENC has previously manufactured which bear the MENC
Marks. Between the Effective Date and May 1, 2002, MENC shall not create,
promote, sell, or distribute any additional products or services under the
MENC Marks.
1.2. Withdrawal of Applications. Within five (5) days after the Effective Date,
MENC shall affirmatively withdraw all pending applications to register the
MENC Marks. MENC shall not file any additional applications to federally
register the MENC Marks or similar marks.
2. CMN’s Obligations. Subject to MENC’s compliance with all of its obligations set
forth herein, CMN shall refrain from instituting opposition proceedings regarding
the pending applications to register the MENC Marks and from bringing claims of
trademark or service mark infringement, trademark or service mark dilution, unfair
competition, or similar claims against MENC regarding its use of the MENC Marks.
3. Time of the Essence. Time shall be of the essence in the parties’ performance of
their respective obligations under this Agreement.
4. Assignment. This Agreement may not be assigned by either party without the
prior written consent of the other.
5. Counterparts. This Agreement may be executed in one (1) or more duplicate
originals, all of which together shall be deemed one and the same instrument.
6. Severability. The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision.
7. Waiver of Breach. No waiver by or on behalf of a party of any breach of the
provisions of this Agreement shall be effective or binding on such party unless the
same Shall be expressed in writing, and any waiver so expressed shall not limit or
affect such party’s rights with respect to any future breach of any of the provisions
of this Agreement.
8. Interpretation Not Affected by Headings. The division of this Agreement into
paragraphs and the insertion of headings are for the convenience of reference
only, and shall not affect the construction or interpretation of this Agreement.
However, the preamble to this Agreement shall form a part of this Agreement and,
as may be required, may be referred to for the purpose of interpreting this
Agreement.
9. Governing Law. This Agreement shall be deemed to have been made, executed,
and delivered in the City of Chicago, State of Illinois, and all the rights and duties
of the parties arising from or relating in any way to the subject matter of this
Agreement shall be governed by, construed, and enforced in accordance with the
laws of the State of Illinois. Any suit or proceeding relating to this Agreement shall
be brought only in Cook County, Illinois. Each party consents to the exclusive
jurisdiction and venue of the courts, state and federal, located in Chicago, Cook
County, Illinois, and to accept service of process therefrom.
10. Entire Agreement; Modification. This Agreement constitutes the entire
agreement of the parties with respect to the subject matter hereof and supersedes
all prior and contemporaneous agreements, understandings, negotiations, and
discussions, whether oral or written, between the parties with respect to the
subject matter hereof. This Agreement may be modified only pursuant to a writing
executed by authorized representatives of the parties.
11. Notices. All notices and demands of any of the parties shall be in writing and
served by personal service, facsimile transmission, e-mail, registered or certified
U.S. mail, or overnight courier (e.g., Federal Express or DHL), and shall be deemed
complete upon receipt. Notices shall be sent to the parties at the following
addresses:
(a) if to CMN:
Children’s Music Network
P.O. Box 1341
Evanston, Illinois 60204-1341
Fax:
E-mail:
Attention:
(b) if to MENC:
Music Educators National Conference
1806 Robert Fulton Drive
Reston, Virginia 20191
Fax:
E-mail:
Attention:
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
CHILDREN’S MUSIC NETWORK
By:
Its:
MUSIC EDUCATORS NATIONAL CONFERENCE
By:
Its:
4
(CHICAGO) _673042_1 10/25/01 2:30 PM
NAME CONFUSION/VALUE CONFLICT
Lisa,
We believe that it would be very detrimental for the other group to use
the name Children’s Music Network in connection with music and
music-related products. Yet, the materials in this folder may seem
confusing or contradictory. I'll try to lay out a few points on this topic.
1) A basic value of our organization from its inception has been
equality among its members, whatever their status with regard to
music: professional, beginner, young child, whatever. At the same
time, members for whom children’s music provides part or all of their
income are strong supporters of the organization.
2) The type of music supported and promoted by our organization
reflects its values; therefore we do not want to be associated in any
way, as an organization, with certain types of commercialized music.
3) Each issue of our journal features songs written by our members.
The winter 2002 issue was mostly songs and had an accompanying CD
available only to members.
4) Given the limited distribution avenues for non-commerialized
music,
a) our members need distribution channels and
b) parents and other seekers of such music need ways to
discover and obtain products that have it.
Therefore, our organization continues to give thought to how to share
the music we favor. Among vehicles considered have been/are
* member compilation recordings
* songbooks
¢ online store offering members’ products
e videos of the round robin concerts at our national gatherings
5) Note that all approaches are more or less collections or features of
individual members’ offerings, and not material offered as from CMN.
This balance between what our individual members do and what we do
as an organization is one that is perpetually under discussion and
discernment. An underlying rule is that we don’t, as an organization,
endorse any particular product, but only serve as a channel to assist
our members, and then with certain standards. That could change in
the future, but either way, having another organization promoting
anything under the same name would be detrimental to our aims.
C7/88/2202 44:09 847-733-8883 MN PAGE &7
Internal Revenue Service Department of the Treasury
District Delaware-Maryland District 31 Hopkins Piaza, Baltimore, MD 21201
Director
P.O. Box 13163, Room 817
APRIL 2. 1997 Baltimore, MD 21203
Employer Identification Number:
04-3123496
C NETWORK, INC. Person to Contact:
EP/£0 Tax Examiner
SHILDRENS
PO BOX 134
EVANSTON, TL 60204
Telephone Number:
(4101 962-6058
Dear Sir/Madam:
this is in response to your inquiry dated MARCH 15, 1997, requesting s copy
of the letter which granted tax exempt status to the above naried organization.
fur records show that the organization was granted exemption from Federal TIncone
Tax under section 501(c)(3) of the Internal Revenue Code effective
NOVEMBER, 1991.
We have also determined that the creanization is not a private foundation
because it is described in section(s} 509{a}‘1) aad 170(b){1) (A) (wi).
Donors may deduct contributions to you under section 170 of the Code.
As of January 1, 1384, you are liable for taxes under the Federal Insurance
Contcibutions Act (social security taxes) cn remuneration af $100 or more you
pay to each of your employees during the calendar year. You are not liable for
Uhe tax imposed under the Federal Unemployment Tax Act (FUTA).
You are required to file Form. 990, Return ef Organization Exempt from Income
Vax, o if your gross receipts each year are normally more than $25,000.
dowever, | if you receive a Form 990 package in the mail, please File the return
even if you do not exceed the gross receipts te. If you are not requiree to
file, simply attach the label provided, check the box in the heading to indicate
tinat your annual gross receipts are aornally $25,000 or less, and sign rhe
return,
*% copy of ouv letter certifying the status of the organization is not available,
however, this letter may be used to verify your tax-exewpt status,
heoause t letter could help resolve any questions about your exexpt status,
it should ie ee in your permanent records,
Sincerely vours,
.
. Paul M. Harrington
Wistrict Director
TRADEMARK REGISTRATION
1/93 bd min:
Trademark “in process.”
Bob Blue will contact those who have been using CMN’s name without
permission & tell them to stop. (Does this refer specifically to
members who used CMN’s name for promotional events?)
p. 10—Kate Unger will talk with attorney Michael Miller about
trademark
THE TRADEMARK REGISTRATION PROCESS
The 1/93 board minutes say that Michael Miller was getting paperwork
for registering the CMN trademark(s) and that board member Kate
Unger was to follow up on it with him. (As of 5/15/02, per Caroline
Presnell) No subsequent records have turned up that give any further
information or clues.
Per Michael Miller 5/15/02 to Caroline Presnell:
He believes that the one file he retained when he left Edwards and
Angell was the only one on CMN.
He believes, and the records he has show, that his earliest connection
with CMN was in spring 1990. He has a 6/12/90 note from Phil Hoose
referring to their anticipated work with regard to incorporation.
His memory of the trademark discussion was that he sent the board
information for their discussion and that registration range and
potential high cost were major topics and possible barriers: whether to
register in all states, with the U.S., in Massachusetts or perhaps the
few other states with the most activity. He speculates that
registration was not pursued, for those reasons and perhaps others.
He couldn’t remember whether there was a Mass. registration, but
suggested that is is a matter that could be researched.
: po ire ]
Lora on CMN Uter' head J 48 :
AGREEMENT BETWEEN THE CHILDREN'S MUSIC NETWORK, INC.
AND
(print author's name here
The above-named individual is the author of the article entitled:
which has been, or will be, published in Pass it ont, the
journal of The Children's Music Network (CNN). The author hereby
gives CMN permission to reprint this article, or excerpt (s)
thereof, on the CMN page of the World Wide Web, for a period of
months, from until - CMN
a iowledges that the author retains copyright to this work and
has the right to publish it elsewhere at will.
Signature of author Date
Signature of CMN representative
(10/97 version of Web publication agreement)
Appmued &4 beald 10(4}
December XX, 2002
Lewis T. Steadman, Jr., Esq.
Holland & Knight, LLP
55 West Monroe Street
Suite 800
Chicago, Illinois 60603
(CHICAGO) 864620 1 11/27/02 2:09 PM
JENNER&BLO
CK
Jenner & Block, LLC Chicago
One IBM Plaza Dallas
Chicago, IL 60611-7603 Washington, Dc
Tel 312 222-9350
www.jenner.com
Lisa Parker Gates
Tel 312 923-2624
Fax 312 840-7624
Igates@jenner.com
SENT BY MESSENGER
Re: Children’s Music Network, Inc. v. Children’s Music Network, Inc.
Cancellation No. 32,485
Dear Mr. Steadman:
We have reviewed your letter dated November 25, 2002, regarding
settlement of the above-referenced matter. We are disappointed that your
letter contains no serious attempt at settlement and can only assume that
your client simply is not willing to settle. As our client finds the terms in
your letter unacceptable, it will proceed with its petition to cancel your
client’s registration.
Regarding the specific terms in your letter, as you will recall, my letter to
you dated October 15, 2002, contained a final financial offer of settlement in
the amount of $4,000. Thus, your proposed figure of $7,500 is
unacceptable.
We find your client’s unwillingness to include a disclaimer in connection
with the KIDS MUSIC NETWORK mark unreasonable in light of our client’s
having senior rights in the CHILDREN’S MUSIC NETWORK mark.
Your client has no basis to ask our client to limit its use of the CHILDREN’S
MUSIC NETWORK mark, since it is our position that your client never had
the right to use the mark for finger puppets, coloring books, anything else
described in its registration, or any goods or services related to children’s
music.
Finally, it has never been my client’s position that the due diligence that
should have been performed by your client before adopting the
CHILDREN’S MUSIC NETWORK mark was limited to an internet search.
Quite the contrary, we would have expected your client to easily find our
client’s extensive use of its mark through any number of means, including a
search of state incorporation records and a search of publication
directories, which were available well before January 1995. We maintain
that your client’s limited search - which consisted solely of searching the
Illinois Secretary of State’s office incorporation records - was wholly
inadequate.
Based on your client’s unwillingness to settle, please see the enclosed
Notice of Deposition of Darryl Schwartz. Call me as soon as possible if your
client is unavailable on the date reflected on the Notice.
Also enclosed is a copy of a letter sent to you on July 3, 2002, regarding a
number of requests included in Petitioner’s First Request for Documents
and Things in response to which we still have not received materials.
(CHICAGO) 8646201 11/27/02 2:09 PM
Lewis T. Steadman, Jr., Esq.
December __, 2002
Page 3
Considering you received all of our client’s non-confidential materials
months ago, we request receipt of your client’s materials no later than
December [13], 2002.
Enclosed with my letter to you dated July 3, 2002, were two signed original
documents titled Protective Order Regarding Confidential Information.
Please sign both originals and send one signed original to my attention.
Upon my receipt, our client will produce any documents it has which
contain confidential information. We would appreciate your client’s doing
the same promptly.
Finally, I trust you will not provide any further erroneous information to any
third parties, including without limitation the Children’s Miracle Network,
regarding this matter or our client.
Sincerely,
Lisa Parker Gates
cc: Caroline Presnell
Eric H. Weimers, Esq.
Linda Daly (file)
(CHICAGO) 8646201 11/27/02 2:09 PM
Pass It On! Permissions
See folder in the P/O! Word directory.
VIGILANCE RE TRADEMARKS
Message 6/6/07
The CMN office answering machine received a message from Scott
Peterson, lawyer with Holland and Knight in Chicago 6/6/07. (This is
the firm that represented the party we won the trademark dispute with
over the name Children’s Music Network.) When we were able to
connect on 6/8, he said that he had recently inherited a file from an
associate, Lewis Steadman, who had left the firm. The file was for a
trademark that had been granted to an entity called the Children’s
Music Network for the name “Maghoulies” in 5/98 (or 2001? my notes
not clear). The registration was due to be renewed. He gave the CMN
address as Madison St. in Chicago. That appears to be the group that
originally prompted me to look into trademarking.
When | explained that we were not the ones he was looking for and
expressing interest in the situation, he invited me to have our lawyer
call him. Later that day he called back to say that he had been able to
contact Darrell Schwartz, a representative of the group, who said that
the entity has been dissolved and they have no further interest in the
trademark.
Caroline Presnell
6/07
Dear Board Members,
| got a call this week that resurrected past struggles. As a refresher for
those who were on the board during our trademark registration work
and maybe news for those who weren't, several years ago | received a
call from someone looking to collect a bad debt from the Children’s
Music Network. During that conversation and from subsequent
investigation, | found that an entity with an address in the Chicago
Loop was using the name. | tried contacting them off and on but never
got anything but an answering machine that seemed to belong to an
individual. Anyway, that raised the issue that we’d never trademarked
our name. | consulted with a lawyer friend who did a quick search and
found that yet a different business entity had filed to trademark the
name and was about one step away from getting it. We hustled to do
the legal work to prevent that, and then went through a difficult
process to get our name, the P/O! name, and the logo registered. (The
Pass It On! name was also close to being given to another group.) If
these organizations had completed their registrations, we could have
recovered them, since we could establish prior usage, but the process
would have been even longer, more consuming, and more expensive
than it was.
This recent call was from a law firm that had represented the folks the
original call was about, though the lawyer himself was a newcomer to
the client file. He said that as the Children’s Music Network they had
actually registered a trademark--for some name that wouldn't have
any relevance for us--and now the registration is up for renewal. After
| explained the situation, he was able to find those people and called
again to report that they have dissolved the business and have no
interest in the registration. Phew!
The reason I’m telling you all of this is to make you aware, if you’re not
already, that all of us need to keep alert for anyone’s using our name.
As you probably know, the only enforcement of our exclusive rights to
the name lies in our own diligence in discovering others using it and
making them stop. So if you see something that looks a little
questionable in print or in Internetland, please take the time to at least
call it to my attention, and | will look into it further. It wouldn’t hurt for
any of us who have a few spare minutes to search on our two CMN
names every once in a while to see what comes up. Note: several
other organizations legitimately use the "CMN" acronym. These are
ones with which there would not be a problem of the public confusing
them and us since our purposes and activities are in sufficiently
different realms. But if you see a use of CMN that seems to impinge on
our territory, that's something to report, too.
Caroline
PROTECTION OF TRADEMARK RIGHTS
Caroline Presnell to Board 6/07
[Original background omitted]
The reason I’m telling you all of this is to make you aware, if you’re not already, that all
of us need to keep alert for anyone’s using our name. As you probably know, the only
enforcement of our exclusive rights to the name lies in our own diligence in discovering
others using it and making them stop. So if you see something that looks a little
questionable in print or in Internetland, please take the time to at least call it to my
attention, and | will look into it further. It wouldn’t hurt for any of us who have a few
spare minutes to search on our two CMN names [Children’s Music Network, Pass It On!]
every once in a while to see what comes up. Note: several other organizations
legitimately use the "CMN" acronym. These are ones with which there would not be a
problem of the public confusing them and us since our purposes and activities are in
sufficiently different realms. But if you see a use of CMN that seems to impinge on our
territory, that's something to report, too.
11/15/01
Dear Bonnie, Scott, Joanne, and Ruth,
This is going to be long, so please bear with me. Lisa needs direction, or
at least word that we don't have any, for her next step with MENC.
As you remember, we've made a formal proposal to them to allow them to use
the Pass It On! mark through May 1 if they will withdraw their application
for trademark rights. In return, we won't oppose their registration. This usage
is generous on our part, since most such agreements are for a shorter time
use.
The proposal also specifies that between the time of signing and May 1 they
won't print any more of what they are already using or create any new items
using PIO! Their lawyer is balking at this. Lisa will continue her
conversations with him, most immediately insisting on getting a detailed
list of what they might intend to create during that interval. (Her
tongue-in-cheek comment: We don't want to give them carte blanche only to
find that they've put up a commercial during the Super Bowl.) One place we
could give is to say it's OK to print more of what they already have but not
to make anything new.
Background: They're using PIO! as this year's theme for an annual project
that prominently features a children's concert on March 14. (a) She could
bargain for them to use it only through 3/14. (b) If it's so transitory,
why did they trouble to file for trademark?
A question: Is there anything we'd like her to pursue in the bargainng?
For example, a permanent link from their Web site to ours? A contract to
distribute our PIO!? Other?
Restraint: Since we have all on our side legally in the end, their only
bargaining chip is to do nothing, sign nothing, and tell us to go ahead and
oppose the registration. Since the process and ruling might take longer
than into the spring, they'd be free meanwhile to do whatever they will with
the mark, including develop new programs or products. So trying for an agreement is important to what
ends up happening with their use.
So here's what Lisa is asking for comments about:
1) In order to get the agreement signed, is it OK to say they may print or
produce additional inventory between now and the end date shown in the
agreement (but not create new uses)?
2) Is there anything we'd like to have her throw into the bargaining at
this point, such as using our journal? Or does that seem like needless
complication? All along, she's thought that that kind of thing was better
negotiated after the trademark issue was settled, but could try for it now
if we want as negotiating points.
3) Other comments, or a statement that we don't have particular directives
and leave it to her best negotiating judgement. (She'd check out each step
with us as she has been doing.)
Of course, their list of potential new uses might contain something of
interest to us. We could consider that if it came up.
Timing: Lisa would like to hear from us by Mon. A.M. The date for opposing
is Nov. 22. If she is not able to get a signing on Mon., she will file for
an automatically-granted extension of 30 days to oppose. (We could also get
further extensions, but after Dec. 22, it doesn't make sense to do anything
but go ahead and oppose.)
Your word is awaited. Caroline
----- Original Message -----
From: Caroline Presnell
To: ExecComm CMN
Sent: Monday, September 20, 2010 11:19 AM
Subject: Ruthie Video
The other thing | talked with Lisa [Gates, our attorney] about is the video. She says the
proposed opt-out communication will do for participants. She says we must get in
writing an agreement with Ruthie as to who owns the video and, if CMN expects to have
any rights of use of it (as opposed to possible ad hoc permission from Ruthie to use) in
future, to spell that out. Not only would that prevent misunderstandings in the future,
but could be a protection for CMN in case someone on the video should challenge its use.
| got a kick out of Lisa's comment that CMN, with its goodly number of productive and
active artists, is a little petri dish of copyright issues.
Caroline
LEGAL & SERVICE RENEWALS SCHEDULE
Trademarks (see CMNOrg\Legal\Trademarks\TMRenewalSchedule.doc)
(For Baker & McKenzie [=Lisa Gates] terms of service, see paper file Trademark
Renewals. It’s with the 2008 continuation for the logo.)
Illinois certificate of sales tax exemption: must file by Jan. 1, 2012 for expiration April 1,
2012
(N.Y. & Wis. certificates don’t expire)
Domain name cmnonline.org: expires April 5, 2014. Should get e-mail notices well
ahead. See file ISPMedia3/DomainName.doc
Domain name childrensmusicnetwork.org: expiration unknown. Ask Carl Foote.
LEGAL EXPENSES
This is not a complete list
TRADEMARKS
2/28/01 Fees, app to $650.00 Pd 5/03
register
2/28/01 Fees, app to $325.00 Pd 5/03
register
4/18/01 Fees, app to $650.00 Pd 5/03
register
8/17/01 App to cancel $900.00
other CMN reg;
3 classes
$2525.00
2?
J & B outside prof serv 4/01 $178.00
Disbursements 4/4/01 statement 975.00-- (for what? we pay?)
J & B outside prof serv 03 through May c.$108
TRADEMARK RENEWAL SCHEDULE
Must file for continued use to keep the rights in force; otherwise they are automatically
cancelled. The PTO will not send any reminders. Baker & McKenzie have the dates in
their system to remind us, but it’s best to initiate. The PTO advises contacting them a
year before each due date to find out the requirements and fees.
LOGO Registered 8/13/02
8/13/08 Must file (with Patent Office) an Affidavit of Continued Use (Done)
8/13/12 Same
8/13/22 Same
Each 10 year registration anniversary thereafter
PASS IT ON! Registered 4/29/03
4/29/09 File affadavit of continued use
4/29/09 Same + application for renewal (Granted; in force until 4/23/2013)
Affadavit & renewal app. each 10 year registration anniversary thereafter
CHILDREN'S MUSIC NETWORK Registered 10/28/03
10/28/08-10/28/09 File declaration of continued use (Filed 9/09) (accepted; in force
until 10/23/13)
10/23/13 First renewal due
Renew each 10 years thereafter.
?? LOOK UP PAPERS
Page | of 2
From: Gates, Lisa Parker <LGates@jenner.com>
To: Caroline Presnell (E-mail) <cmn.cp@worldnet.att.net>
Date: Wednesday, May 07, 2003 11:26 AM
Subject: Canadian application
Caroline:
Following our conversation yesterday, | had our paralegal check the Canadian
Trademark Office's database. No one has filed an application to register the
mark CHILDREN'S MUSIC NETWORK or any close variation.
The estimated cost of filing a trademark application in Canada is $900. This
includes the filing fees and the fees of the law firm we would have to work
through in Canada. (American lawyers don't have jurisdiction to file
applications in other countries.) It does not count fees for my/Jenner's
services, which we would do pro bono.
The risk of not filing an application in Canada is the same as the risk you
already encountered in not filing an application in the U.S. That is, if someone
else files an application before you do, it would be necessary to oppose the
application or petition to cancel the registration based on your use in Canada.
In other words, the money you'd spend to file the application and get the
registration would be insurance against having to fight with someone later.
On the other hand, the downside of filing an application is, of course, the cost.
If you only have a few members in Canada, and if your magazine and other
materials don't typically get sent to Canada in any great numbers, and if you
don't particularly care if there is some day a Canadian "Children's Music
Network,” then you don't need to spend the money.
Of course, this line of reasoning applies to any other country in which CMN has
members or to which it sends advertising or the magazine or other materials.
| hope this is helpful. Give me a call if you'd like to discuss this in further detail.
Lisa Parker Gates, Esq.
Jenner & Block, LLC —
One IBM Plaza Cearlieet use), Dut net fo Can.
Chicago, Illinois 60611
ph: 312-923-2624
fax: 312-840-7624
Per LG — In U,S., rights Use- based
5/7/03
Page 1 of 4
Caroline Presnell
= a
From: "Gates, Lisa Parker" <Lisa.Parker.Gates@BakerNet.com>
To: "Caroline Presnell (E-mail)" <office@cmnonline.org>
Sent: Monday, February 14, 2005 1:54 PM
Attach: Huckjpg __ meee ——
Subject: Preliminary trademark searches in Canada sf
Caroline:
Per our conversation last week, | ran some online preliminary, limited
searches of EPIO in the U.S. and Canada, and of PASS IT ON and
CHILDREN'S MUSIC NETWORK in Canada. As a reminder, these
searches are limited in the sense that they look only at registered
trademarks and pending applications for marks that are identical or
nearly identical to your mark. In Canada, as in the United States,
parties can have rights in mark only through use, without ever having
registered their mark. Therefore, to clear a new mark, we always
recommend having a full search done.
This applies to the mark EPIO. | found no obvious barriers to use or
registration in the U.S. or Canada. To find out if the mark is available
for an online version of the Pass It On! magazine, we should do a full
search, at least in the United States, and in Canada if that's
feasible/affordable. (As a reminder, our arrangement is that while we
don't charge CMN for my time, CMN agrees to pay any ordering and
filing fees.) The fee for a full U.S. search is $450. The fee for a
combined U.S./Canada search is $740.
| don't see that anyone else has tried to register CHILDREN'S MUSIC
NETWORK or PASS IT ON in Canada for similar goods or services, so
you should be able to register the marks in Canada. Because CMN
has been using these marks in the United States and in Canada,
there's no need to do any further searching. The Osmond Foundation's
CHILDREN'S MIRACLE NETWORK could be cited against registration
of CHILDREN'S MUSIC NETWORK, or the Foundation could object,
but in light of past coexistence and consent agreements between CMN
and the Osmond Foundation, we should be able to be overcome any
such objection. The filing fee for applying to register a mark in Canada
2/17/05
Page 2 of 4
is 300 Canadian dollars (about $240).
Please let me know if you'd like me to order a full search of EPIO in the
United States and/or Canada. Please also let me know if you'd like to
apply to register CHILDREN'S MUSIC NETWORK and/or PASS IT ON
in Canada.
Finally, here is a picture of William in Belize during our New Year's
vacation, just for fun.
Take care. <<Huck.jpg>>
Lisa Parker Gates
Attorney
Baker & McKenzie LLP
130 E. Randolph Drive
Chicago, IL 60601
tel.: 312 861 8686
fax: 312 698 2168
email: lisa.parker.gates@bakernet.com
Baker & McKenzie LLP is a member of Baker & McKenzie
International, a Swiss Verein.
NOTICE: This e-mail message and all attachments transmitted with it
are intended solely for the use of the addressee and may contain
legally privileged and confidential information. If the reader of this
message is not the intended recipient, or an employee or agent
responsible for delivering this message to the intended recipient, you
are hereby notified that any dissemination, distribution, copying, or
other use of this message or its attachments is strictly prohibited. If you
have received this message in error, please notify the sender
immediately by replying to this m ge and pl delete it from your
computer. Please note that all incoming emails will be automatically
scanned by us and by an external service provider to eliminate
unsolicited promotional emails ("spam"). This could result in deletion of
a legitimate e-mail before it is read by its intended recipient at our firm.
Please tell us if you have concerns about this automatic filtering.
2/17/05
PLACEMENTS FOR MARKS 5/03
A according to our attorney, Lisa Gates
Logo: Use the version that has the ® [Rina circle]. Jan can furnish it.
Pass It On!: Should also have the ® mark [R in a circle] with it.
The Children's Music Network: Our registration is in process but not yet
granted, so this name should be followed by the TM mark. After the TM is
registered, use the ® mark.
Children’s Music Network
10 Court St. @ PO Box 22 @ Arlington, MA 02476 @ (339) 707-0277 @
office@cmnonline.org @ www.cmnonline.org
Agreement
This is an agreement between Barry Louis Polisar (hereafter referred to as
“speaker”) and the Children’s Music Network (“CMN”) for speaker to give
the keynote speech at the National CMN conference on Saturday,
September 17, 2011 at a time to be determined, at the Resort and
Conference Center at Hyannis, 35 Scudder Avenue, Hyannis, MA 02601
(866) 828-8259.
Below are all the points of agreement:
Speaker agrees to give the keynote address on the agreed topic. The length
of the speech should be no Jonger than 70 minutes. Music/singing is
welcomed and encouraged.
Speaker agrees to give one workshop on the agreed topic. Duration and
scheduling of workshop to be determined.
Speaker agrees to arrive onsite no later than 2 hours before speech is to be
given.
Meals: CMN will pay for the following meals for speaker: Saturday lunch
and dinner; Sunday breakfast
Conference attendance: Speaker is welcome to attend any or all of the other
parts of the conference as a guest of CMN.
Accommodations: the expense of one single private room for two people
Saturday night at the conference center will be paid for by CMN.
Honorarium: CMN will pay speaker $825.00 the day of the speech.
Cancellation: Speaker confirms and assures his attendance and speech at
the above named time and place and agrees to the above conditions and
arrangements. If speaker must cancel due to weather, illness, accident,
emergency or other unforeseen and unavoidable occurrence, speaker
agrees to give CMN at least 24 hours notice and forfeits all of the above
expenditures and honorarium except for what has already been expended
and reimbursed.
Product sales: Speaker agrees to arrange for the set-up, maintaining, selling
and breakdown of his own products on a sales table, which will be provided
by CMN for his use specifically for one hour after the speech. Speaker is
also invited to leave product on this designated table at the general sales
area during the rest of the conference.
Sound: CMN agrees to provide sound for speaker. Every effort will be made
to provide a high quality system. All sound techs are volunteers as well as
experienced professionals who will strive to provide the best sound support
possible.
Speaker date
CMN representative date
Children’s Music Network
PO Box 1341 @ Evanston, IL 60204-1341 @ 847/673-2243 @ office@cmnonline.org @
www.cmnonline.org
Agreement
This is an agreement between Peter Alsop (hereafter referred to as
“speaker”) and the Children’s Music Network (“CMN”) for speaker to give
the keynote speech at the National CMN conference on Saturday, October
9, 2010 at a time to be determined, at the Presentation Retreat
and Conference Center, 19480 Bear Creek Rd., Los Gatos, CA 95033, 408-
354-2346.
Below are all the points of agreement:
Speaker agrees to give the keynote address on the agreed topic. The length
of the speech should be no Jonger than 45 minutes. Music/singing is
welcomed and encouraged.
Speaker agrees to give one or two workshops on the agreed topics.
Duration and scheduling of workshop(s) to be determined.
Speaker agrees to arrive onsite no later than 2 hours before speech is to be
given.
Meals: CMN will pay for all meals for speaker during the weekend.
Conference attendance: Speaker is welcome to attend any or all of the other
parts of the conference as a guest of CMN.
Accommodations: the expense of one room for the duration of the
conference at the conference center will be paid for by CMN.
Conference registration: Speaker will contact the CMN office at least four
weeks in advance of the conference to provide the necessary information
about the intended period of attendance.
Honorarium: CMN will pay speaker $750 the day of the speech.
Travel: CMN will pay $50 towards travel expenses.
Cancellation: Speaker confirms and assures his attendance and speech at
the above named time and place and agrees to the above conditions and
arrangements. If speaker must cancel due to weather, illness, accident,
emergency or other unforeseen and unavoidable occurrence, speaker
agrees to give CMN at least 24 hours notice and forfeits all of the above
expenditures and honorarium except for what has already been expended
and reimbursed.
Product sales: Speaker agrees to arrange for the set-up, maintaining, selling
and breakdown of his own products on a sales table, which will be provided
by CMN for his use specifically for one hour after the speech. Speaker is
also invited to leave product on this designated table at the general sales
area during the rest of the conference.
Sound: CMN agrees to provide sound for speaker. Every effort will be made
to provide a high quality system. All sound techs are volunteers as well as
experienced professionals who will strive to provide the best sound support
possible.
Speaker date
CMN representative date
THE CHILDREN'S MUSIC
10 Court St. @ P.O. Box 22
Arlington, MA 02476
(339) 707-0277
office@cmnonline.org
www.cmnonline.org
COOPERATION, CULTURAL DIVERSITY, SELF-ESTEEM, & EMPOWERMENT THROUGH
MUSIC
February 6, 2011
Barry Louis Polisar
3605 Dustin Rd.
Burtonsville, MD 20866
Dear Barry,
We are honored that you will be our Keynote Speaker at our 2011
international conference in MA. Enclosed please find three copies of
the letter of agreement between you and CMN. Please sign and date
two copies and return one to the office at the above address and one
to me at PO Box 1554, Huntington, NY 11743. The third is for your
records.
We will be in touch regarding the topic and scheduling of your speech
and workshop as the time gets closer. If you have questions or
concerns please do not hesitate to call me at (631) 549-2332 or email
me at patshih@pb.net.
We look forward to welcoming you to our conference in September.
Best,
Patricia Shih
Keynote Committee Chair
Children's Music Network
Patricia Shih
Shih Enterprises, Inc.
PO Box 1554
Huntington, NY 11743
631-549-2332 phone and fax
FAX
TO: Peter Alsop
NUMBER: 310-455-4192
DATE: January 13, 2010
RE: CMN keynote contract for 2010 conference
NUMBER OF PAGES: three, including this one
Hi Peter,
Here is the agreement for the conference. Please read it carefully,
sign, date and snail mail it back to me at the above address ASAP.
We will be in touch regarding the topic and scheduling of your speech
and workshop(s) as the time gets closer. BTW, I have been informed
that we will NOT, under normal circumstances, be canceling the
conference (this is barring earthquake, blizzards, lizards, gizzards,
etc.).
Any questions, please call or email me. I am so sad I will miss this!
Thank you!
Best,
Patricia
Keynote committee chair and
Board member, Children's Music Network
Patricia Shih
PO Box 1554
Huntington, NY 11743
(631) 549-2332 patshih@pb.net
January 23, 2009
Peggy Baldwin
Loyd Artists
PO Box 3048
Asheville, NC 28802
Dear Peggy,
Enclosed please find signed copies of your contract, tech rider and
info sheet, as well as two copies of CMN’s letter of agreement. Please
sign one copy of the LOA and return to me at the above address as
soon as possible. If you have any questions or concerns please do not
hesitate to contact me via phone or email.
We very much look forward to hearing Billy Jonas’s speech and music
next October. Thank you.
Sincerely,
Patricia Shih
