LICENSED SYSTEM PRODUCT PURCHASE AGREEMENT

February 27, 2024

                             LICENSED SYSTEM PRODUCT PURCHASE AGREEMENT    

THIS AGREEMENT is hereby entered into on this ………………day of …….……………. Two Thousand and ……………………………

          BETWEEN

  1. XXXX LLC, a YYYYentity based at Box XXXXe, CA ZZZZ hereinafter referred to as (“Licensor”)

AND

  1. [Licensee Name] of address [Licensee Address] hereinafter referred to as (“Licensee”) and collectively referred to as (“parties”)

WHEREAS, Licensor has developed a program called the Neuropathy Program (“PNP” or the “Licensed Product”) and desires to sell certain equipment (“Equipment”) to Licensee who intends to use them to provide commercial services (“Licensed Services”) within a specified geographic location [Insert ZIP Code], and

WHEREAS, Licensee wishes to purchase the Equipment and obtain a non-exclusive license to use the Product and related training, know-how, and support provided by Licensor in order to create and implement best practices to increase revenue.

NOW THEREFORE, in consideration of the above, and the mutual promises contained herein, the parties agree as follows:

  1. NATURE OF SERVICES:

Licensor will provide professional and timely services as outlined, subject to the accuracy and completeness of information provided by Licensee.

  1. DELIVERY:

Licensor will deliver licensed material and provide training in Licensee’s office and via Zoom. They will also start the 90-day marketing campaign within 30 days of payment.

  1. CONSULTATION FEE:

Licensee agrees to pay a consulting fee based on collected billings from the provided equipment and intellectual property. The fee will be 14.5% of all collected billings for the first 24 months, 8.5% for months 25-49, and 5.5% for months 50-72. The monthly consulting fee applies to any equipment used to treat covered conditions, regardless of how it was obtained. Delinquent payments will incur 1.5% monthly interest calculated from the due date.

  1. NON-CIRCUMVENTION:

Licensee agrees not to bypass Licensor in regards to the manufacturers or distributors of equipment described in this agreement, or use techniques described by Licensor outside of this agreement without proper consideration. Licensor invested significant resources in developing the licensed procedures and business operations. Any attempt by Licensee to circumvent, compete with, or disclose trade secrets will harm Licensor, who is entitled to damages and injunctive relief.

  1. REPAIR SERVICES:

Equipment comes with a three-year limited warranty. Licensor will replace any faulty equipment covered under the warranty. Repair services outside of the warranty period will be subject to a separate fee.

  1. CONFIDENTIALITY:

Licensee agrees not to disclose confidential information shared by Licensor during conversations, meetings, or training. The information must be kept confidential and used only as specified in the agreement. The information must be returned upon termination. A breach may result in injunctive relief and other remedies available by law or equity.

  1. AUDIT:

During the agreement and [Insert Number] years afterward, Licensor may audit Licensee’s records relating to the use of the Licensed Product upon reasonable notice during business hours. The audit covers financial, operational, and technical records to ensure compliance with the agreement. Licensee must cooperate and fix any non-compliance issues. Licensor will pay for the audit unless it reveals significant non-compliance by Licensee.

  1. TERMINATION:

The agreement lasts for the term agreed upon and renews yearly unless terminated. Licensor can end it if Licensee breaches obligations or goes insolvent. Upon termination, Licensee must stop using the Licensed Product, return or destroy copies, and confirm compliance in writing. Provisions such as payment, confidentiality, indemnification, and proprietary rights survive termination.

  1. INDEMNITY:

Licensor will indemnify Licensee against third-party infringement claims. Licensee must notify Licensor of these claims and provide assistance in defense. Licensor is not liable for losses or damages from the use of Licensed Equipment or Products. Licensee will indemnify Licensor against any claims from use of the Licensed Product.

  1. DISPUTE RESOLUTION

If a dispute arises from this agreement, the Parties will try to resolve it through mediation. If unsuccessful, the Parties may seek other legal remedies. The Parties agree to choose one Mediator by mutual agreement.

  1. GOVERNING LAW:

This Agreement shall be governed by and construed in accordance with the laws of the State of California.

  1. ENTIRE AGREEMENT

This Agreement is the entire agreement between the parties and supersedes all prior or contemporaneous agreements.

SIGNED by the parties:                                         )

…………………………….                                               ) _________________

XXXXX             Signature

Date: …………………………….

AND

……………………………………                                           )_________________

(LICENSEE NAME– LICENSEE)                                  Signature

Date: …………………………….

 

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