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RECITALS
greenlight.guru provides quality management software to the medical device community as a service over the internet through a subscription model along with FDA/ISO compliant policies and procedures (if so subscribed to by customer), user material and other available content, now existing or hereafter created (“greenlight.guru’s eQMS”). Incubator helps accelerate the growth and success of medical device startups through an array of business support resources and services. The companies that receive these resources and services are considered individually a “Qualifying Company” or collectively “Qualifying Companies”, subject to further requirements defined under Section 2(C) of this Agreement. Incubator and greenlight.guru desire to work together in order for Incubator to provide greenlight.guru’s eQMS to Qualifying Companies.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises made in this Agreement, the parties hereby agree as follows:
1. Promotion, Incentives & Requirements
Incubator agrees to promote greenlight.guru and greenlight.guru’s eQMS to Qualifying Companies by (i) identifying greenlight.guru in its ‘preferred’ or similar type vendor list(s), (ii) distributing greenlight.guru’s eQMS marketing material and product literature supplied by greenlight.guru, (iii) promoting and coordinating educational and product specific webinars and in-person meetings, and (iv) supporting public relations, social, content and other marketing related activities that provide visibility into the benefits of greenlight.guru’s eQMS and this partnership.
So long as Incubator promotes greenlight.guru and greenlight.guru’s eQMS in accordance with the terms of this Agreement, greenlight.guru agrees to provide Qualifying Companies special price incentives and services (as further described on Exhibit A) in exchange for each Qualifying Company (i) providing a written quote from one of its authorized representatives stating the reasons why greenlight.guru’s eQMS was selected as a preferred solution, (ii) submitting a 250 word or greater blog post to be published at blog.greenlight.guru, (iii) introducing greenlight.guru to three industry peers not associated with Incubator, and (iv) participating in a three to five paragraph case study highlighting the impact greenlight.guru’s eQMS is having on their organization. It is the understanding of the parties that items (i) through (iv) required under this Section 2(B) by each Qualifying Company will be performed within 30, 60, 90 and 120 days respectively of each Qualifying Company becoming a paying customer of greenlight.guru. Additionally, greenlight.guru will promote the existence of this partnership along with other mutually agreed to information as part of its typical publicity, content and social marketing activities.
C. In order for a Qualifying Company to qualify for the special price incentives and services under this Agreement, said Qualifying Company must (i) be a current member of Incubator’s accelerator program, (ii) be actively bringing a new medical device to market, and (iii) have secured less than one million dollars ($1,000,000) in investment capital, grants or commercialized revenue.
2. Term and Termination
This Agreement shall continue in effect for a period of one (1) year from the Effective Date and from year to year thereafter, provided that this Agreement may be terminated after the first anniversary date (one year from Effective Date) by either party giving the other party not less than sixty (60) days prior written notice of termination of this Agreement. Notwithstanding the foregoing, either party shall have the right to terminate this Agreement if the other party fails to cure a material breach of this Agreement within thirty days (30) after receiving written notice of such breach from the other party.
3. Representations and Indemnification
a. Incubator agrees that it will be promoting greenlight.guru’s eQMS as an independent contractor and not as an agent or representative of greenlight.guru.
b. Each party agrees to indemnify and hold harmless the other party, including her/his/its affiliates, contractors, members, managers, directors, officers, advisors, employees and agents, from and against any and all claims, losses, costs or expense incurred as a result of this Agreement.
4. Confidentiality & Intellectual Property
a. Each party agrees to treat the terms and conditions of this Agreement, including details regarding one another’s business, which by nature are not in the public domain, as confidential.
b. This Agreement does not transfer from greenlight.guru to Incubator any greenlight.guru or third party intellectual property incorporated into greenlight.guru’s eQMS (including any work product performed by Incubator under this Agreement), and all right, title and interest in and to such property will (as between the parties) remain with or upon creation be owned solely by greenlight.guru. The greenlight.guru name, greenlight.guru’s logo, and all other trademarks, service marks, graphics and logos used in connection with greenlight.guru or greenlight.guru’s eQMS are trademarks of greenlight.guru or greenlight.guru’s licensors.
5. General Provisions
a. The validity and performance of this Agreement shall be governed by Indiana law without reference to choice of law principles, and applicable federal law. Except for injunctions or other equitable relief, any disputes arising out of this Agreement or related to greenlight.guru’s eQMS shall be exclusively submitted in Indianapolis, Indiana to binding arbitration before a single arbitrator through the American Arbitration Association. The parties agree that any suit arising out of this Agreement or related to greenlight.guru’s eQMS shall be exclusively brought in the United States District Court for the District of Indiana or the Superior or Justice courts in Marion County, Indiana. The parties irrevocably submit to and accept the jurisdiction and venue of these courts.
b. Other than as expressly provided for by greenlight.guru under this Agreement, Incubator shall not use greenlight.guru’s name, trade names, logos, trademarks, service marks or employees’ names in any of its social media, advertising, sales promotions, press releases or other medium without greenlight.guru’s prior written consent.
c. The waiver or failure of a party to exercise any of its rights under this Agreement shall not be deemed a waiver of any future right in regard to the same matter or any other matter.
d. If any provision of this Agreement is found to be invalid, illegal or unenforceable under any applicable statute or law such provision may be reformed or restated upon agreement of the parties or by an arbitration or court of competent jurisdiction so as to reflect the parties’ original intent. The remaining provisions of the Agreement shall not be affected in any way except as necessary to comply with the reformed provision.
e. Each party acknowledges that it has read and understands this Agreement and shall be bound by its terms. The parties further agree that this Agreement contains the entire understanding and agreement of the parties with respect to the matters contained herein and supersedes all prior proposals and understandings between the parties. There are no promises, covenants or undertakings contained in any other written or oral communication.
f. Incubator may not assign Incubator’s rights under this Agreement to any party. This Agreement, and its rights under this Agreement, may be assigned by greenlight.guru without condition. This Agreement shall only be modified or altered by a written instrument duly executed by both parties.
g. Terms of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, confidentiality, intellectual property and ownership provisions, indemnity and limitations of liability.
h. All notices under this Agreement shall be given either through email with confirmation of receipt confirmed in writing with a reply from the original recipient or via certified mail, return receipt requested, to the parties at the addresses reflected above (unless notice is given that a different address should be used). Notice shall be effective five days after actual receipt is confirmed. An electronic copy or signature, in whole or in counter-parts, shall be deemed one of the same and an original.
