TECHNOLOGY, PATENT & BIOELECTRIC SOFTWARE LICENSE AGREEMENT
(THIS “AGREEMENT”) IS ENTERED INTO AS OF __________ (“EFFECTIVE DATE”)
BY AND BETWEEN:
LIONHEART HEALTH, INC., A __________ CORPORATION (“LICENSOR”)
AND
________________________, AN INDEPENDENTLY OWNED BUSINESS ENTITY (“LICENSEE”).
RECITALS
WHEREAS, LICENSOR OWNS CERTAIN PATENTS, PROPRIETARY BIOELECTRIC SIGNALING SOFTWARE PROGRAMS, SIGNAL LIBRARIES, PROTOCOLS, KNOW-HOW, AND RELATED INTELLECTUAL PROPERTY USED IN CONNECTION WITH BIOELECTRIC STIMULATION TECHNOLOGIES (COLLECTIVELY, THE “LICENSED IP”);
WHEREAS, LICENSEE DESIRES TO LICENSE THE LICENSED IP SOLELY FOR USE IN LICENSEE’S INDEPENDENTLY OWNED AND OPERATED PRACTICE, AND NOT AS PART OF ANY FRANCHISE, BUSINESS OPPORTUNITY, OR BUSINESS SYSTEM;
WHEREAS, THE PARTIES EXPRESSLY INTEND THAT THIS AGREEMENT CONSTITUTE A TECHNOLOGY AND INTELLECTUAL PROPERTY LICENSE, AND NOT A FRANCHISE, AS DEFINED UNDER THE Federal Trade Commission FRANCHISE RULE OR ANY STATE FRANCHISE LAW;
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS HEREIN, THE PARTIES AGREE AS FOLLOWS:
1. GRANT OF LICENSE
LICENSOR HEREBY GRANTS LICENSEE A LIMITED, NON-EXCLUSIVE (EXCEPT AS TO TERRITORY), NON-TRANSFERABLE, NON-SUBLICENSABLE LICENSE TO USE THE LICENSED IP SOLELY FOR THE PURPOSE OF DELIVERING SERVICES UTILIZING THE LICENSED TECHNOLOGY AT LICENSEE’S INDEPENDENTLY OWNED LOCATION WITHIN THE TERRITORY.
NO OWNERSHIP INTEREST IS TRANSFERRED.
2. LICENSED IP DEFINED
“LICENSED IP” INCLUDES, WITHOUT LIMITATION:
- ISSUED AND PENDING PATENTS
- PROPRIETARY BIOELECTRIC SIGNALING SOFTWARE
- SIGNAL LIBRARIES, WAVEFORMS, AND SEQUENCING LOGIC
- DEVICE CONTROL SOFTWARE AND FIRMWARE
- TECHNICAL DOCUMENTATION AND SAFETY PROTOCOLS
- UPDATES NECESSARY FOR SAFETY, EFFICACY, OR IP INTEGRITY
LICENSED IP EXPRESSLY EXCLUDES BUSINESS MANAGEMENT SOFTWARE, PRICING TOOLS, SALES SYSTEMS, MARKETING AUTOMATION, STAFFING SYSTEMS, OR OPERATIONAL CONTROLS.
3. TERRITORY
LICENSEE IS GRANTED EXCLUSIVE RIGHTS TO USE THE LICENSED IP WITHIN A FIFTEEN (15) MINUTE DRIVE-TIME RADIUS FROM THE LICENSED LOCATION FOR A TERM OF TEN (10) YEARS, SUBJECT TO COMPLIANCE WITH THIS AGREEMENT.
TERRITORIAL EXCLUSIVITY DOES NOT CREATE ANY PERFORMANCE REQUIREMENTS OR BUSINESS OBLIGATIONS.
4. INDEPENDENT BUSINESS STATUS (CRITICAL)
LICENSEE ACKNOWLEDGES AND AGREES THAT:
- LICENSEE IS AN INDEPENDENT BUSINESS
- LICENSEE IS NOT A FRANCHISEE, AGENT, PARTNER, OR JOINT VENTURER OF LICENSOR
- LICENSOR DOES NOT CONTROL OR DIRECT LICENSEE’S BUSINESS OPERATIONS
LICENSEE RETAINS SOLE DISCRETION OVER:
- PRICING OF SERVICES
- HOURS OF OPERATION
- STAFFING, ROLES, AND COMPENSATION
- MARKETING METHODS AND BUDGETS
- BUSINESS POLICIES AND PROCEDURES
5. LIMITED TRADEMARK USE
LICENSEE MAY USE LICENSOR’S TRADEMARKS SOLELY IN A LIMITED MANNER, INCLUDING:
- A SMALL WINDOW STICKER
- A POSTER
- OR A FOAM LETTER SIGN LOCATED IN A SINGLE ROOM ONLY
SUCH USE IS PERMITTED SOLELY FOR IDENTIFICATION OF THE LICENSED TECHNOLOGY AND FOR TRADEMARK QUALITY CONTROL PURPOSES.
LICENSOR SHALL NOT DICTATE BUSINESS OPERATIONS, LAYOUTS, OR MARKETING STRATEGIES.
6. FEES AND ROYALTIES
A. LICENSE FEE
LICENSEE SHALL PAY A ONE-TIME PATENT AND SOFTWARE LICENSE FEE IN THE AMOUNT OF $__________.
B. EQUIPMENT PURCHASE
LICENSEE SHALL PURCHASE AT LEAST ONE PIECE OF LICENSOR’S PATENTED EQUIPMENT.
C. ROYALTIES
LICENSEE SHALL PAY LICENSOR A SEVEN PERCENT (7%) ROYALTY ON GROSS SERVICE REVENUE DERIVED FROM SERVICES PERFORMED USING THE LICENSED EQUIPMENT AND SOFTWARE ONLY.
ROYALTIES ARE NOT SUBJECT TO MINIMUMS, QUOTAS, OR PERFORMANCE TARGETS.
7. BIOELECTRIC SOFTWARE USE
LICENSED SOFTWARE MAY BE USED ONLY:
- WITH AUTHORIZED LIONHEART DEVICES
- FOR SIGNAL GENERATION, SAFETY, AND PROTOCOL EXECUTION
- TO PROTECT PATENT AND SOFTWARE INTEGRITY
LICENSOR MAY UPDATE SOFTWARE ONLY FOR SAFETY, REGULATORY, OR IP PROTECTION PURPOSES.
LICENSOR SHALL NOT USE SOFTWARE TO CONTROL PRICING, STAFFING, MARKETING, OR BUSINESS OPERATIONS.
8. TRAINING AND SUPPORT
LICENSOR MAY PROVIDE TECHNICAL TRAINING ONLY, LIMITED TO:
- DEVICE OPERATION
- SOFTWARE NAVIGATION
- SIGNAL AND PROTOCOL USAGE
- SAFETY AND CONTRAINDICATIONS
THERE ARE NO REQUIRED TRAINING FEES.
NO BUSINESS, SALES, OR OPERATIONAL TRAINING IS PROVIDED OR REQUIRED.
9. MARKETING
LICENSOR MAY PROVIDE OPTIONAL MARKETING TEMPLATES OR SUGGESTED ADVERTISEMENTS.
LICENSEE IS NOT REQUIRED TO:
- USE LICENSOR MARKETING MATERIALS
- SPEND ANY MINIMUM AMOUNT ON MARKETING
- PARTICIPATE IN ANY CENTRAL CAMPAIGNS
ALL MARKETING DECISIONS REMAIN WITH LICENSEE.
10. DATA AND REPORTING
SOFTWARE MAY COLLECT DATA SOLELY FOR:
- ROYALTY CALCULATION
- SAFETY AND COMPLIANCE
- SOFTWARE AND IP IMPROVEMENT
DATA SHALL NOT BE USED TO IMPOSE BUSINESS CONTROL OR COMPARE LICENSEES.
11. NO FRANCHISE ACKNOWLEDGMENT
THE PARTIES EXPRESSLY ACKNOWLEDGE THAT:
- THIS AGREEMENT IS NOT A FRANCHISE
- NO MARKETING PLAN OR BUSINESS SYSTEM IS PROVIDED
- LICENSOR DOES NOT PROVIDE SIGNIFICANT CONTROL OR ASSISTANCE
12. TERM AND TERMINATION
A. TERM
TEN (10) YEARS FROM THE EFFECTIVE DATE.
B. TERMINATION FOR CAUSE ONLY
LICENSOR MAY TERMINATE ONLY FOR:
- NON-PAYMENT
- UNAUTHORIZED USE OF IP
- SAFETY VIOLATIONS
- ILLEGAL USE OF LICENSED TECHNOLOGY
LICENSOR MAY NOT TERMINATE FOR SALES PERFORMANCE OR REVENUE LEVELS.
13. GOVERNING LAW
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF __________, WITHOUT REGARD TO FRANCHISE STATUTES TO THE MAXIMUM EXTENT PERMITTED BY LAW.
14. ENTIRE AGREEMENT
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND SUPERSEDES ALL PRIOR UNDERSTANDINGS.
SIGNATURES
LICENSOR: ____________________________
DATE: ___________________
LICENSEE: ____________________________
DATE: ___________________