Dr. Wayne Taylor - Taylor Enterprises, Inc.
for Engineers and Quality in the FDA Regulated Industries
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LICENSED PROCEDURE AGREEMENT
In accordance with the terms herein, Licensor grants to Licensee and its Affiliates, and Licensee and each of its Affiliates, accepts from Licensor, a perpetual non-exclusive and non-transferable license to the Licensed Procedure(s) as listed on receipt. Licensee may not sublicense or otherwise distribute the Licensed Procedure(s) at any time or in any fashion.
The term “Affiliates” shall refer to each entity which Licensee has directly or indirectly a greater than fifty-percent (50%) ownership interest. In the event that an entity becomes an Affiliate during the term of this Agreement, such entity will be deemed an Affiliate and Permissible User from the date the Affiliate relationship began. In the event that an entity ceases to be an Affiliate during the term of this Agreement, such entity’s interest in this Agreement will be deemed to have ceased on the date it ceases to be an Affiliate. Upon loss of an Affiliate, unless the Affiliate obtains their own license, the Licensee will be responsible for removal of all Licensed Procedure(s) and any copies or modifications thereof from the possession of the Affiliate.
Permissible users within the Licensee and each of its Affiliates include employees and Consultants, meaning non-employee independent contractors who are working with or for the Licensee or an Affiliate pursuant to a written agreement. Further Permissible Users may be agreed upon by written agreement of the Parties.
The Licensed Procedure(s) shall be used solely for internal use in Licensee’s own business. Licensee shall not: (1) permit any third party to use the Licensed Procedure(s), except for a Consultant or (2) allow access to the Licensed Procedure(s) outside of Licensee’s customary business practices. Upon payment in full as indicated herein, Licensee may use the Licensed Procedures including derivative works under the terms of this Agreement without paying further compensation to Licensor. Derivative works are to be treated the same as the original procedures.
Licensee shall make a one-time payment to Licensor for this Licensed Procedure(s) license in the amount listed on invoice or receipt.
5. Licensor Representations and Warranties
Licensor represents and warrants that it is the owner of the Licensed Procedure(s) and all portions thereof and that it has the right to modify same and to grant Licensee a license for its use.
6. Intent to Cooperate
Licensor and Licensee acknowledge that successful implementation of the Licensed Procedure(s) pursuant to this License Agreement shall require their full and mutual good faith cooperation, and each of Licensor and Licensee acknowledge that it shall timely fulfill its responsibilities, including, but not limited to, those set forth below. Notwithstanding, nothing in the foregoing waives each parties’ duty of good faith and fair dealing.
7. Title to Licensed Procedure(s)
The Licensed Procedure(s), and all supporting materials thereof, developed hereunder and all copies of each are proprietary to Licensor and title thereto remains held by Licensor. All applicable rights to patents, copyrights, trademarks, and trade secrets, as defined by the common law of the State of Illinois, in the Licensed Procedure(s), or any modifications made either at Licensee’s request pursuant to Paragraph 12 herein or in the discretion of Licensor are and shall remain in Licensor. Subject to Licensee’s right to distribute to Affiliates described in Paragraph 1 above, Licensee shall not sell, transfer, publish, disclose, display, or otherwise make available the Licensed(s) or copies thereof to others. Licensee agrees to secure and protect the Licensed Procedure(s), and each module, product, documentation, and copies thereof in a manner consistent with the maintenance of Licensor’s rights therein and to take appropriate action by instruction or agreement with its employees or Consultants who are permitted access to each to satisfy its obligations hereunder. All copies made by the Licensee of the Licensed Procedure(s) and other procedures developed hereunder, including translations, compilations, partial copies with modifications and up-dated works, are the property of Licensor. Licensee may modify the Licensed Procedure(s) for its own use as Licensee sees fit. Licensee may not use any of the Licensed Procedure(s) to develop other information, documentation, materials, or resources to be marketed or sold to third parties that will compete with the Licensed Procedure(s) or Licensor. Violation of any provision of this paragraph shall be the basis for immediate termination of this Agreement.
8. Disclaimer of Warranty and Limitation of Liability
LICENSOR SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT FOR CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE LIABILITY OF LICENSOR TO LICENSEE FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO THE AMOUNT PAID TO LICENSOR BY LICENSEE UNDER THIS AGREEMENT. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. BOTH PARTIES UNDERSTAND AND AGREE THAT THE REMEDIES AND LIMITATIONS HEREIN ALLOCATE THE RISKS OF PRODUCT AND SERVICE NONCONFORMITY BETWEEN THE PARTIES AS AUTHORIZED BY THE UNIFORM COMMERCIAL CODE AND ALL OTHER APPLICABLE LAWS. THE LICENSE FEES HEREIN REFLECT, AND ARE SET IN RELIANCE UPON, THIS ALLOCATION OF RISK AND THE EXCLUSION OF CONSEQUENTIAL DAMAGES SET FORTH IN THIS AGREEMENT.
Licensor hereby agrees to hold Licensee harmless from any and all loss, costs, damages, or expenses (including but not limited to reasonable attorneys’ fees) that may be incurred by Licensee to the extent that it is based on a claim that any Licensed Procedure(s) used within the scope of this License Agreement infringes any patents, copyrights, license or other property right of any third party, provided that Licensor is timely notified in writing of such claim. Licensee shall be liable for any damage suffered by Licensor to the extent Licensee prejudiced Licensor’s rights by failing to timely notify Licensor of any such claim. In no event shall Licensee settle any such claim, lawsuit, or proceeding without Licensor’s prior written approval, which approval shall not be unreasonably withheld.
If, as a result of any claim of infringement against any patent, copyright, license or other property right, Licensor is enjoined from using the Licensed Procedure(s), or if Licensor believes that the Licensed Procedure(s) is likely to become the subject of a claim of infringement, Licensor at its option and expense may procure the right for Licensee to continue to use the Licensed Procedure(s), or replace or modify the Licensed Procedure(s) so as to make it non-infringing. If neither of these two options is reasonably practicable Licensor may discontinue the license granted herein on one month’s written notice and refund to Licensee the unamortized portion of the license fees hereunder (based on four-year straight-line amortization). The foregoing states the entire liability of Licensor with respect to infringement of any copyrights or patents by the Licensed Procedure(s) or any parts thereof.
Licensee hereby agrees hold Licensor harmless from any and all loss, costs, damages or expenses (including but not limited to reasonable attorney’s fees) that may be incurred by Licensor relating to Licensee’s use of the Licensed Procedures in any manner prohibited by this Agreement.
Licensor and Licensee shall each have the right to terminate this Agreement and license(s) granted herein:
Without limiting any of the above provisions, in the event of termination as a result of the Licensee’s failure to comply with any of its material obligations under this Agreement, the Licensee shall continue to be obligated for any payments accrued and owing prior to the date of termination. Termination of the license(s) shall be in addition to and not in lieu of any equitable remedies available.
Licensee shall, in addition to the other amounts payable under this Agreement, pay all sales and other taxes, federal, state, or otherwise, however designated, which are levied or imposed by reason of the license granted to Licensee by this Agreement, except for income taxes imposed upon licensing proceeds received by Licensor. Without limiting the foregoing, Licensee shall promptly pay to Licensor an amount equal to any such items actually paid, or required to be collected or paid by Licensor, upon reasonable notice thereof, together with supporting documentation.
12. Custom Modifications
All custom modifications to the Licensed Procedure(s) may be undertaken by Licensor pursuant to the terms of another agreement entered into by and between the parties, the terms of which shall be mutually agreed upon prior to commencement of such custom modification effort.
(a) Each party acknowledges that it has read this Agreement, it understands it, and agrees to be bound by its terms, and further agrees that this is the complete and exclusive statement of the Agreement between the parties, which supersedes and merges all prior proposals, understandings and all other agreements, oral and written, between the parties relating to this Agreement. This Agreement may not be modified or altered except by written instrument duly executed by all parties.
Copyright © 1997-2017 Taylor Enterprises, Inc.
Last modified: September 08, 2017