License Agreement

For

MEDLEADING LLC

 

 

This License Agreement (this “Agreement”) is made effective as of the date of purchase between MEDLEADING LLC, of 3570 S Val Vista Dr. Ste 110, Gilbert, Arizona 85297 and the Licensee.

 

In the Agreement, the party who is granting the right to use the licensed property will be referred to as “MEDLEADING” and the party who is receiving the right to use the licensed property will be referred to as “Licensee.”

 

The parties agree as follows:

 

  1. GRANT OF LICENSE. MEDLEADING LLC owns All MEDLEADING trademarks and resulting data, and lead information collected during service (the “Authored Work”). In accordance with this Agreement, MEDLEADING LLC grants Licensee a non-exclusive license to use the Authored Work. MEDLEADING LLC retains title and ownership of the Authored Work and derivative works will be assigned to Licensor by Licensee. This grant of license only applies to the following described geographical area: Cities, Towns, Municipalities, and Geographic Areas selected by licensee.

 

  1. PAYMENT OF LICENSE AND/OR ROYALTY. Licensee will pay to MEDLEADING LLC a licensing fee and potentially a royalty or bonus for additional services selected during registration. License renewal fees are due within seven days after the expiration date. Failure to pay the licensing fee by that time results in loss of license use, immediate payment of all outstanding royalties/bonuses, and suspension of all licensee benefits therein. MEDLEADING LLC may then license the territory to another facility.

 

  1. MODIFICATIONS. Unless the prior written approval of MEDLEADING LLC is obtained, Licensee may not modify or change the Authored Work in any manner, or use any Authored Work for any purpose not approved by MEDLEADING LLC. Failure to comply may result in immediate termination of contract.

 

  1. DEFAULTS. If Licensee fails to abide by the obligations of this Agreement, including the obligation to make a royalty/bonus payment when due, MEDLEADING LLC shall have the option to cancel this agreement by providing 30 day written notice with no prorated refund of territory fees, and with automatic release of claim on territory use. Licensee shall have the option of preventing the termination of this Agreement by taking corrective action that cures the default, if such corrective action is taken prior to the end of the time period stated in the previous sentence, and if there are no other defaults during such time period.

 

  1. CONFIDENTIAL INFORMATION. The term “Confidential Information” means any information or material which is proprietary to MEDLEADING LLC, whether or not owned or developed by MEDLEADING LLC, which is not generally known other than by MEDLEADING LLC, and which Licensee may obtain through any direct or indirect contact with MEDLEADING LLC. Regardless of whether specifically identified as confidential or proprietary, Confidential Information shall include any information provided by MEDLEADING LLC concerning the business, technology and information of MEDLEADING LLC and any third party with which MEDLEADING LLC deals, including, without limitation, business records and plans, trade secrets, technical data, product ideas, contracts, financial information, pricing structure, discounts, computer programs and listings, source code and/or object code, copyrights and intellectual property, inventions, sales leads, strategic alliances, partners, and customer and client lists. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential.

 

A. “Confidential Information” does not include:

 

– matters of public knowledge that result from disclosure by MEDLEADING LLC;

– information rightfully received by Licensee from a third party without a duty of confidentiality;

– information independently developed by Licensee;

– information disclosed by operation of law;

– information disclosed by Licensee with the prior written consent of MEDLEADING LLC; and any other information that both parties agree in writing is not confidential.

 

  1. PROTECTION OF CONFIDENTIAL INFORMATION. Licensee understands and acknowledges that the Confidential Information has been developed or obtained by MEDLEADING LLC by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of MEDLEADING LLC which provides MEDLEADING LLC with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the receipt by Licensee of any Confidential Information, Licensee agrees as follows:
     

    1. No Disclosure. Licensee will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of MEDLEADING LLC.

      2.  

    2. No Copying/Modifying. Licensee will not copy or modify any Confidential Information without the prior written consent of MEDLEADING LLC.

      3.  

    3. Unauthorized Use. Licensee shall promptly advise MEDLEADING LLC if Licensee becomes aware of any possible unauthorized disclosure or use of the Confidential Information.

      4.  

    4. Application to Employees. Licensee shall not disclose any Confidential Information to any employees of Licensee, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of MEDLEADING LLC.

 

  1. ARBITRATION. The parties will attempt to resolve any dispute arising out of or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation within 30 days, the parties will resolve the dispute using the below Alternative (ADR) procedure. Any controversies or disputes arising out of or relating to this Agreement will be resolved by binding arbitration under the rules of the American Arbitration Association. The arbitrator’s award will be final, and judgment may be entered upon it by any court having proper jurisdiction.

 

  1. WARRANTIES. Neither party makes any warranties with respect to the use, sale or other transfer of the Authored Work by the other party or by any third party, and Licensee accepts the product “AS IS.” In no event will MEDLEADING LLC be liable for direct, indirect, special, incidental, or consequential damages, that are in any way related to the Authored Work.

 

  1. NON-EXCLUSIVE LICENSE TO LICENSOR. As of the effective date, Licensee grants back to MEDLEADING LLC a non-exclusive royalty-free license to use the Authored Work as MEDLEADING LLC sees fit, including for the creation of derivative works; provided, however, this license shall not limit Licensee’s rights and public rights under this License.

 

  1. TRANSFER OF RIGHTS. This Agreement shall be binding on any successors of the parties. Neither party shall have the right to assign its interests in this Agreement to any other party, unless the prior written consent of the other party is obtained.

 

  1. TERMINATION AND PENALTY. This Agreement may be terminated by either party by providing written notice to the other party of intent to terminate at the conclusion of the agreed upon time frame. Early termination by Licensee will result in a 25% penalty of the remaining amount owed for the duration of the contract. This Agreement shall terminate automatically upon completion of the period of service, unless agreement is renewed, licensing fees are paid, and a new contract is signed to begin another period of service.

 

  1. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

 

  1. AMENDMENT. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.

 

  1. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

 

  1. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

 

  1. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Arizona.

 

  1. SIGNATORIES. This Agreement shall be signed on behalf of MEDLEADING LLC by William Bozeman, CEO and on behalf of Licensee by Provider/Medical Doctor/Principal and effective as of the date of first purchase. By checking the terms and conditions box, this is taken as your electronic signed agreement to this contract.

 

 

Addendum A

Screen and Schedule Services

 

If Licensee opted in at time of purchase, Licensee agrees to allow MedLeading LLC, or associated vendors, to conduct screening and scheduling services for a one-time compensation bonus for every first office visit or consultation completed by a new patient delivered by MedLeading LLC.

 

Licensee agrees to pay all bonuses monthly on the date of monthly contract renewal. Licensee agrees to provide a report of monthly conversions for the purpose of bonus compensation. In the event of a disagreement, Licensee agrees to allow MedLeading staff access to financial records to prove or disprove patient conversions. Failure to do so will result in termination of contract and immediate payment of all outstanding monies up to that point.

 

 

Addendum B

Exclusivity

 

If Licensee opted in at time of purchase, Licensee agrees to offer compensation, in the form of a one-time bonus per new patient acquired, for exclusivity in a defined geographic area for the medical category selected.

 

Licensee agrees to pay a bonus, at the rate set during registration, for exclusivity for every lead that converts to a patient.

 

Licensee agrees to pay all bonuses monthly on the date of monthly contract renewal. Licensee agrees to provide a report of monthly conversions for the purpose of bonus compensation. In the event of a disagreement, Licensee agrees to allow access to financial records to prove or disprove patient conversions. Failure to do so will result in termination of contract and immediate payment of all outstanding monies up to that point.