This License Agreement (this “Agreement”) is made effective as of January 29, 2023 between American Brands LLC DBA Big Ben Medical Supplies, of 1420 Washington Blvd, Suite 301, Detroit, Michigan 48226, and its Customers.
In the Agreement, the party who is granting the right to use the licensed Products will be referred to as “Big Ben Medical Supplies,” and the party who is receiving the right to use the licensed products will be referred to as “Licensee.”
The parties agree as follows:
- GRANT OF LICENSE. Big Ben Medical Supplies owns Medical Supplies Products (the “Authored Work”). In accordance with this Agreement, Big Ben Medical Supplies grants Licensee an exclusive license to sell and use the products. Big Ben Medical Supplies retains title and ownership of the products and derivative works will be assigned to Licensor by Licensee.
In case the customer wants to return the goods, the paid amount will be refund without the processing and shipping fee (If applicable).
- PAYMENT OF ROYALTY. Licensee will pay to Big Ben Medical Supplies a royalty which shall be calculated with each royalty payment, Licensee will submit to Big Ben Medical Supplies a written report that sets forth the calculation of the amount of the royalty payment.
- MODIFICATIONS. Unless the prior written approval of Big Ben Medical Supplies is obtained, Licensee may not modify or change the Authored Work in any manner.
- DEFAULTS. If Licensee fails to abide by the obligations of this Agreement, including the obligation to make a royalty payment when due, Big Ben Medical Supplies shall have the option to cancel this Agreement by providing 45 days’ written notice to Licensee. 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.
- CONFIDENTIAL INFORMATION. The term “Confidential Information” means any information or material which is proprietary to Big Ben Medical Supplies, whether or not owned or developed by Big Ben Medical Supplies, which is not generally known other than by Big Ben Medical Supplies, and which Licensee may obtain through any direct or indirect contact with Big Ben Medical Supplies. Regardless of whether specifically identified as confidential or proprietary, Confidential Information shall include any information provided by Big Ben Medical Supplies concerning the business, technology and information of Big Ben Medical Supplies and any third party with which Big Ben Medical Supplies 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 products, 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.
- “Confidential Information” does not include:
– matters of public knowledge that result from disclosure by Big Ben Medical Supplies;
– 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 Big Ben Medical Supplies;
– any other information that both parties agree in writing is not confidential.
- PROTECTION OF CONFIDENTIAL INFORMATION. Licensee understands and acknowledges that the Confidential Information has been developed or obtained by Big Ben Medical Supplies by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of Big Ben Medical Supplies which provides Big Ben Medical Supplies 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:
- 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 Big Ben Medical Supplies.
- No Copying/Modifying. Licensee will not copy or modify any Confidential Information without the prior written consent of Big Ben Medical Supplies.
- Unauthorized Use. Licensee shall promptly advise Big Ben Medical Supplies if Licensee becomes aware of any possible unauthorized disclosure or use of the Confidential Information.
- 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 Big Ben Medical Supplies.
- 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.
- 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 Big Ben Medical Supplies be liable for direct, indirect, special, incidental, or consequential damages, that are in any way related to the Authored Work.
- NON-EXCLUSIVE LICENSE TO LICENSOR. As of the effective date, Licensee grants back to Big Ben Medical Supplies a non-exclusive royalty-free license to use the Authored Work as Big Ben Medical Supplies 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.
- 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.
- TERMINATION. This Agreement may be terminated by either party by providing 30 days’ written notice to the other party. This Agreement shall terminate automatically on January 27, 2025.
- 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.
- AMENDMENT. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.
- 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.
- 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.
- APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Michigan.