Sample License Agreement
AGREEMENT, effective as of __________________, between Sunbelt Medical Publishers as agent of the authors ("LICENSOR"), having an office at 6515 Aqueduct Court, Tallahassee, FL 32308 and
__________________________________, ("CUSTOMER")
having an office at
__________________________________,
__________________________________.
WHEREAS, the agent for the owner of the United States copyrights to the books
NURSE PRACTITIONER PROTOCOLS SECOND EDITION REVISED
United States Copyright Office
Registration No. TX 2-704-333, 3-928-682, 4-239-645
PHYSICIAN ASSISTANT PROTOCOLS
United States Copyright Office
Registration No. TX 3-956-723
AMBULATORY FAMILY PRACTICE PROTOCOLS
United States Copyright Office
Registration No. TX 3-928-937
and for the copyrights of the electronic forms of the same.
(collectively referred to as the "BOOKS");
WHEREAS, the CUSTOMER desires to publish the texts in modified format for use at the _________________________ and its facilities in City, State(s), Region, Nationwide;
NOW THEREFORE, LICENSOR and CUSTOMER, for the benefit of themselves, hereby agree as follows:
ARTICLE I
DEFINITIONS
1.01 "Derivative Works" shall mean any abridgement, revision or other form in which an existing copyrightable or copyrighted work may be recast, transformed or adapted.
ARTICLE II
GRANTS OF RIGHTS TO USE LICENSED BOOKS
2.01 LICENSOR, at the request of Customer, grants to Customer a perpetual, nontransferable and nonexclusive right to use, reproduce, modify and prepare Derivative Works of the BOOKS (which shall hereinafter be referred to as the "LICENSED BOOKS"), in whole or in part, solely for its own business purposes.
2.02 Except as otherwise expressly agreed herein, no right is granted for the use of the LICENSED BOOKS directly or indirectly for any other entity, or for any use by any other entity of the LICENSED BOOKS.
Sample Fees
Protocols Licenses
CORPORATE Prices are based on the number of clinical users; including M.D.'s, D.O.'s, N.P.'s, and P.A.'s. These are as follows:
| # of Users |
License Price |
| 1-9 |
$1,000.00 |
| 10-20 |
$2,000.00 |
| 21 or more* |
$3,000.00 |
* = Includes all clinicians at the institution and its outpatient locations that are within a single service area.
NOTE: Organizations with multiple facilities outside a single service area should inquire detailing their needs. A representative will try to work out a mutually satisfactory licensing agreement. Currently, corporate licenses are based on number of states:
| # of States |
License Price |
| 1 |
$4,500.00 |
| 2 |
$8,000.00 |
| 3 to 5 |
$11,000.00 |
| Regional** |
$18,000.00 |
| National** |
$25,000.00 |
ARTICLE III
FEES
3.01 Payment to the LICENSOR shall be made to LICENSOR by ___________in the amount of $___________.
3.03 For a period of one year after delivery of the LICENSED BOOKS, LICENSOR, at its expense, shall supply such updates or documentation or both of the LICENSED BOOKS as the LICENSOR makes available to other customers at no charge during the one year period after delivery. Licensor shall have no obligation under this provision to furnish new books at no cost.
3.04 LICENSOR will defend at its own expense any action brought against CUSTOMER to the extent that it is based on a claim that the LICENSED BOOKS used within the scope of this agreement infringe any copyright, and LICENSOR will hold CUSTOMER harmless against any judgment, or settlement approved by LICENSOR, arising from any such claim, provided that the CUSTOMER notifies LICENSOR promptly in writing of any claim and that LICENSOR may fully participate in the defense thereof. Should the LICENSED BOOKS become, or in the LICENSOR'S reasonable opinion be likely to become, the subject of a claim of infringement of the rights of a third party, LICENSOR, at its option, may procure for Customer the right to continue using the LICENSED BOOKS or replace the LICENSED BOOKS or modify them to make them non-infringing (without materially reducing their usefulness to the CUSTOMER under this agreement), or terminate this agreement. LICENSOR shall have no liability for CUSTOMER'S infringing use of the LICENSED BOOKS, if such infringement would have been avoided had the LICENSED BOOKS not been so used. The foregoing states the entire liability of the LICENSOR with respect to infringement of the rights of the parties.
ARTICLE IV
TERMINATION
4.01 If CUSTOMER shall fail to fulfill one or more of its obligations under this agreement, LICENSOR, may, upon its election and in addition to any other remedies that it may have, at any time terminate all the rights granted by it here under by not less than two months written notice to CUSTOMER specifying any such breach, unless within the period of such notice all breaches specified therein shall have been remedied; upon such termination CUSTOMER's license hereunder shall terminate and CUSTOMER shall immediately deliver to LICENSOR all documentation pertaining to the LICENSED BOOKS, and shall render unusable all LICENSED BOOKS.
ARTICLE V
MISCELLANEOUS PROVISIONS
5.01 This agreement shall prevail notwithstanding any conflicting terms or legends which may appear in the LICENSED BOOKS.
5.02 EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSLY OR IMPLIED; BY WAY OF EXAMPLE BUT NOT OF LIMITATION, LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. LICENSOR shall not be held to any liability with respect to any claim by Customer or a third party on account of, or arising from, the use of the LICENSED BOOKS.
5.03 CUSTOMER hereby indemnifies Licensor and agrees to defend against and hold LICENSOR harmless from any claims, suits, loss, and damage arising out of the use of the LICENSED BOOKS by or for CUSTOMER, including, without limitation, any tort, contractual liability claims or product liability claims, whether based upon negligence, strict liability or any other legal theory and whether including personal injury or property damage ("Comprehensive General And Product Liability Claims "); provided, however, the foregoing is not intended to relieve LICENSOR or its contractors or agents from his or their own active negligence.
5.04 CUSTOMER agrees that it shall not use the LICENSED BOOKS except as authorized herein, that it shall not make or have made, or permit to be made, any copies of the LICENSED BOOKS, except those copies which are necessary to the use by CUSTOMER for which rights are granted hereunder, that each such necessary copy shall contain the same proprietary notices or legends which appear on the LICENSED BOOKS, and that no rights are granted under this agreement expressly or impliedly with respect to any copyrights except as provided for in this agreement.
5.05 This agreement may not be assigned by either party, nor any obligations subcontracted by LICENSOR, without the prior written consent of the other party, which shall not be unreasonably withheld. Except, LICENSOR shall have the right to assign this Agreement in its entirety to any corporation or other person or entity which shall acquire all or substantially all of the assets of LICENSOR, provided additional license fees are paid to LICENSOR in accordance with the current fee schedule should the number of clinicians of region of service change substantially according the fee schedule.
5.06 Except to the extent expressly provided herein, all remedies contained herein are cumulative and in addition to such other remedies as may be available at law or equity.
5.07 No Consent to or waiver of any default hereunder shall be effective unless in writing and no such consent to or waiver of any default in the future or of any other default hereunder.
All notices required hereunder shall be in writing and signed, as the case may be, by LICENSOR or CUSTOMER or by their duly authorized agents. The mailing of notice by registered or certified mail, return receipt requested, if to Customer to:
***Corporation***
***address
City/State
Attention: _____________________
and if to LICENSOR, to:
Matthew M. Cohen, M.D.
Sunbelt Medical Publishers
P.O. Box 13512
Tallahassee, Florida 32317-3512
(or such other address as either party shall have last designated in writing) shall be deemed to be sufficient service thereof. All written notices and all approvals by CUSTOMER hereunder shall be binding only if signed by its ______________________ or such other person as shall be designed in writing by the aforesaid.
5.08 Nothing in this agreement grants to customer the right to sell, lease or otherwise transfer or dispose of the LICENSED BOOKS in whole or in part.
5.09 This Agreement shall not be construed as constituting or giving rise to a partnership, joint venture or employment relationship between the parties, and neither party shall have the power to obligate or bind the other in any manner whatsoever, other that as specifically provided herein.
5.10 This agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and merges all prior discussion between them, and neither of the parties shall be bound by any conditions, definitions, warranties, understandings or representations with respect to such subject matter other than as expressly provided herein, or as duly set forth on or subsequent to the effective date hereof in writing and signed by a proper and duly authorized representative of the party to be bound thereby.
5.11 A waiver by either party of any of the terms and conditions of this agreement in any instance will not be deemed or construed to be a waiver of such terms or conditions for the future, or of any subsequent breach thereof.
5.12 In the event that any term, clause or provision of this agreement is adjudged invalid, void or unenforceable, such term, clause or provision will be construed as severed from this agreement, and the remaining terms, clauses and provisions will remain in full force and effect.
5.13 The construction and performance of this agreement shall be governed by the laws of the State of Illinois.
IN WITNESS WHEREOF, each of the parties has caused this agreement to be executed in duplicate originals by its duly authorized representatives.
SUNBELT MEDICAL PUBLISHERS
_____________________________
MATTHEW M. COHEN, M.D.
President
Date__________________
("LICENSOR")
***Corporation***
By:___________________________
_______________________
Printed or Typed Name
Its:___________________
Date__________________
("CUSTOMER")
Electronic Protocols Licenses