THE SPARTAN ALLIANCE
Effective Date: October 1, 2025
Article 1: Definitions
- “Alliance”: THE SPARTAN ALLIANCE, operated by SPARTAN IP Guardians LLC
- “Member”: A company that has been accepted into the Alliance
- “Threat Intelligence”: Information regarding counterfeit activities, bad actors, and brand protection threats
- “Platform”: The secure digital infrastructure for member collaboration
Article 2: Membership Eligibility
2.1 Eligible Organizations
- Legitimate brand owners and manufacturers
- Companies with registered trademarks
- Organizations committed to anti-counterfeiting efforts
2.2 Approval Process
- Application review within 10 business days
- Background verification required
- Board approval for admission
- Right to refuse membership without stating reasons
Article 3: Membership Fees
3.1 Membership Benefits
- Access to threat intelligence database
- Real-time alerts and notifications
- Monthly threat reports
- Participation in joint operations
- Platform access for collaboration
- Network of trusted brand partners
- Shared enforcement strategies
3.2 Pricing
- Monthly Plan: $600/month
- Annual Plan: $6,000/year (Save $1,200)
3.3 Payment Terms
- Payment due within 30 days of invoice
- Late payment: 1.5% monthly interest
- Suspension after 60 days non-payment
Article 4: Member Rights
Members are entitled to:
- Access threat intelligence appropriate to their tier
- Participate in Alliance activities
- Use “THE SPARTAN ALLIANCE Member” designation
- Submit threat intelligence for collective benefit
- Request assistance with counterfeit issues
Article 5: Member Obligations
Members must:
- Pay membership fees promptly
- Share relevant threat intelligence
- Maintain confidentiality of sensitive information
- Comply with the Code of Conduct
- Provide accurate and updated information
- Not use Alliance resources for anti-competitive purposes
Article 6: Intellectual Property
6.1 Member IP
- Members retain all rights to their intellectual property
- License granted to Alliance for protective purposes only
6.2 Alliance IP
- Alliance materials remain property of SPARTAN IP Guardians LLC
- Members receive limited license during membership period
Article 7: Confidentiality
7.1 Confidential Information
- All shared threat intelligence
- Member identity (unless publicly disclosed)
- Strategic plans and operations
- Internal communications
7.2 Exceptions
- Information already public
- Independently developed information
- Legal disclosure requirements
Article 8: Limitation of Liability
8.1 No Warranties
The Alliance provides services “as is” without warranties of any kind.
8.2 Liability Cap
Maximum liability limited to 6 months of membership fees paid.
8.3 No Consequential Damages
Alliance not liable for indirect, consequential, or punitive damages.
Article 9: Indemnification
Members agree to indemnify the Alliance against claims arising from:
- Member’s breach of this agreement
- Member’s illegal activities
- Member’s intellectual property disputes
Article 10: Term and Termination
10.1 Term
- Initial term: 12 months
- Automatic renewal unless 30 days notice given
10.2 Termination for Cause
Immediate termination for:
- Material breach of agreement
- Non-payment exceeding 60 days
- Criminal activity
- Violation of Code of Conduct
10.3 Effects of Termination
- No refund of prepaid fees
- Loss of access to platform
- Continuing confidentiality obligations (3 years)
Article 11: Dispute Resolution
11.1 Good Faith Negotiation
Parties attempt resolution through direct negotiation (30 days).
11.2 Mediation
If negotiation fails, mediation in Delaware.
11.3 Arbitration
Final binding arbitration under AAA Commercial Rules.
11.4 Governing Law
Delaware law governs this agreement.
Article 12: General Provisions
12.1 Entire Agreement
This constitutes the complete agreement between parties.
12.2 Amendments
Changes require written consent from both parties.
12.3 Assignment
Membership cannot be assigned without Alliance consent.
12.4 Severability
Invalid provisions do not affect remaining terms.
12.5 Force Majeure
No liability for delays due to circumstances beyond control.
Article 13: Data Protection
Members agree to:
- Comply with applicable data protection laws
- Process shared data only for agreed purposes
- Implement appropriate security measures
Article 14: Communication
Official notices to:
THE SPARTAN ALLIANCE
Email: [email protected]
ACCEPTANCE
By signing below, the Member accepts all terms and conditions:
Member Company: _____________
Authorized Representative: _____________
Title: _____________
Date: _____________
Signature: _____________
For THE SPARTAN ALLIANCE:
Representative: _____________
Title: _____________
Date: _____________
Signature: _____________