Black Coalition For Safe Motherhood, Inc.

NON- EXCLUSIVE LICENSING AGREEMENT

This Non-Exclusive Licensing Agreement (the “Agreement”) is entered into by and between BLACK COALITION FOR SAFE MOTHERHOOD INC., (the “BCFSM” or the “Licensor”), a Delaware Corporation with a mailing address of 101 W. Newtown Place, Delaware 19702, and any entity or individual with the legal name, place of incorporation, and principal place of business indicated in the signature page of this Agreement (the “Licensee”). The Effective Date shall be the date entered, upon signing of this Agreement, by the Licensee, as indicated in the signature page of this Agreement. The Licensor and the Licensee are sometimes referred to individually as a “Party” and collectively as the “Parties”. 

RECITALS

WHEREAS, the BCFSM is a nonprofit organization promoting healthcare advocacy education; 

WHEREAS, the BCFSM has developed 1) the ACTT curriculum (the “Curriculum”) as a toolkit to help improve the pregnancy, birth, and post birth outcomes for families, and 2) the ACTT Facilitator Training (the “Training”) to share and spread use of the Curriculum; 

WHEREAS, the BCFSM is the sole owner and creator of the Curriculum and Training, and has sole rights to any and all copyrights, trademarks, patents, trade secrets, and or trade dress relating to said Curriculum and Training (collectively “IP”), either individually or through assignment to BCFSM; 

WHEREAS, the Licensee has no ownership rights in the IP; 

WHEREAS, the Licensee desires to obtain a license for the right to use the IP for the Curriculum and Training, pursuant to the following terms and conditions; 

 NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 

TERMS 

1. The Parties agree to the following terms: 

1.1 The Licensor hereby grants to the Licensee a non-exclusive and non-transferable license to use the Curriculum and complete the Training. The Licensee agrees and understands that the Curriculum and Training shall not be sublicensed without the prior written approval of the Licensor. The Licensor shall retain all rights to license the Curriculum and Training to individuals, corporations, or others not party to this Agreement. 

1.2 Unless terminated sooner, this Agreement shall begin on the Effective Date, and shall continue unless and until terminated by the Parties. 

1.3 The Curriculum shall include five separate components: (a) Essential Topics, (b)Facilitator Guide, (c) Scenarios for Role Play, (d) Questions to Ask Providers, and (e) Vetting and Support Notes.  The Training consists of the Curriculum, Facilitator Manual, Facilitator Checklist, and supplemental and updated documents as needed.

1.4 The Parties agree and understand that the Licensee shall be responsible for completion of ACTT Facilitator Training. The Licensee shall complete the necessary training within three months (3 months) of the Effective Date. In the event the Licensee does not complete the training within three-month’s time, they shall repeat the training within one-year (1 year) of the Effective Date. A three-month extension must be requested in writing by the Licensee if their circumstances require an extension for an additional three months beyond one year to complete the training. Inability to complete the training within one year shall be automatically construed to be a material breach of this Agreement, in which case a new registration for the ACTT Facilitator Training and re-signing of the Licensing Agreement would be required for subsequent use of the Curriculum and completion of the Training.

1.5 The Parties agree and understand that the first ACTT Workshop shall be co-facilitated or observed by a Trained Facilitator of the Licensor. Further, the Trained Facilitator shall determine when Certifications shall be obtained.  

1.6 The Licensee agrees and understands that any and all modifications made to the Curriculum by the Licensee shall be submitted to and approved of by the Licensor. 

1.7 The Licensee agrees and understands that any direct or indirect translations made to the Curriculum or Training shall be considered the intellectual property of the Licensor. 

1.8 The Licensee agrees and understands that community workshops shall be offered to community members at no charge, or at a set and flat fee of no more than ten dollars ($10) per individual.  Depending on the financial resources of the community, the Licensee may provide scholarships to community members who cannot afford the set fee.  

COMPENSATION                                                                                                        

2. The Parties agree to the following: 

2.1 In consideration for a license to use the Curriculum and Training, the Licensee shall compensate the Licensor $175.00. All fees are subject to change upon notification to the Licensee by the Licensor, including a yearly subscription for access to the Training after the first year.  

AGENCY 

3. The Parties agree as follows: 

3.1 The Parties agree and understand that the Licensee shall not hold itself out as an agent of the Licensor. 

3.2 The Licensee understands and acknowledges that the Licensee is not an employee of the Licensor, will not be considered an employee for purposes of any Licensee employment benefit plan, and will not be entitled to any benefits under any employment policy or benefit plan. 

3.3 The Licensee understands and acknowledges that under no circumstance is the Licensee authorized to bind the Licensor to any legal agreement for any purpose whatsoever. 

INDEMNIFICATION 

4. The parties understand and agree as follows: 

4.1 Licensee agrees to indemnify and hold harmless the Licensor and its members, managers, directors, officers, employees and affiliates from and against all taxes, losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal  expenses, arising directly or indirectly from or in connection with any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable  attorneys' fees and all related costs and expenses) incurred by the Licensor as a result of any claim, judgment, or adjudication against the Licensor related to, or arising from, any of the IP, or a claim that the Licensee’s use of the IP infringes the intellectual property rights of a third party.

CONFIDENTIALITY 

5. The parties understand and agree as follows: 

5.1 “Confidential Information” means any (whether in oral, written, graphic, electronic, or  any other form) information and communications including, but not limited to, that which relates to the IP’s patents, patent applications, product plans, products, blueprints,  shapes,   designs, drawings, research, developments, inventions, processes, formulae,  markets, business plans, strategies, agreements with third parties, services, customers, or  marketing or finances of the Licensor. Confidential Information shall include any material disclosed in the Curriculum and Training. The Licensor grants permission to the Licensee to share a copy of the Essential Topics Outline and the ACTT Curriculum Questions for Providers with third parties and workshop participants. 

5.2 Confidential Information also includes confidential and proprietary information in which a third party has rights, title, or interest. The existence of this Agreement, and the content of communications, discussions, evaluations, or negotiations between the Parties shall also be considered Confidential Information. It is understood and agreed that the fact that certain information is/was known to the public shall not be taken to exclude the possibility that a compilation including that information and/or a development relating to that compilation of information is (and remains) confidential and proprietary.

5.3 Confidential Information shall not include information that is or becomes generally available to the public other than through the Licensee’s breach of this Agreement; or is communicated to the Licensee by a third party that had no confidentiality obligations with respect to such information.

5.4 During the Term of this Agreement, the Licensee may be exposed and have direct access to and knowledge of the Licensor's Confidential Information, which the Licensee would not have had access to prior to entering into the Agreement. The Licensee shall continue to take all reasonable measures to protect the confidentiality of such Confidential Information because of the great value of such Confidential Information to the Licensor. All Confidential Information is and shall remain the sole property of the Licensor.

5.5 The Licensee shall hold all Confidential Information in strict confidence and shall not disclose any Confidential Information to any third party. The Licensee shall take the same degree of care that the Licensee uses to protect the Licensee’s own confidential and proprietary information and materials of similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure, publication or dissemination of the Confidential Information.   

5.6 Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order. Licensee shall provide written notice of any such order to an authorized officer of the Licensor within forty-eight (48) hours of receiving such order, but in any event, sufficiently in advance of making any disclosure to permit the Licensor to contest the order or seek confidentiality protections, as determined in the Licensor’s sole discretion. 

5.7 Licensee shall not use any Confidential Information for the benefit of itself or any third party or for any purpose other than those defined in this Agreement. 

5.8 Upon termination, Licensee shall, within thirty (30) calendar days of the date this Agreement terminates, and regardless of the reason for the termination, return to the Licensor all of the IP in the Licensee’s possession, in any form, including, but not limited  to, products, materials, memoranda, notes, notebooks, records, reports, documents,  computer hardware, software, and Confidential Information (regardless of how it is   maintained) and any copies thereof. 

5.9 The Licensee agrees and understands that the Confidential Information shall not be shared with a third party without the consent and approval of the Licensor.                                                           

INTELLECTUAL PROPERTY 

6. The parties understand and agree as follows: 

 6.1 The Parties shall retain sole and exclusive ownership of all rights, title, and interest in each party’s respective intellectual property. The Agreement does not change preexisting intellectual property rights of either party. 

6.2 The Licensee agrees and understands that any direct or indirect translations made to the Curriculum or Training shall automatically become the intellectual property of the Licensor. 

REPRESENTATION AND WARRANTIES 

7. The Licensor hereby represents and warrants to the Licensee that: 

7.1 Licensor has full rights and power to grant the license granted hereby.  

7.2 Licensor’s performance under this Agreement will not conflict with any other obligation the Licensor may have to any third-party. 

7.3 The Curriculum shall not be construed to be or to replace medical advice from a licensed professional. The Licensee shall inform all workshop participants of such.  

8. The Licensee hereby represents and warrants to the Licensor that: 

8.1 Licensee has full rights and power to enter into and perform this Agreement without the consent of any third-party, and its performance under this Agreement will not conflict with any other obligation Licensee may have to any third-party. 

8.2 The Licensee shall advise the Licensor of any content coming to the attention of the Licensee, anywhere in the world, which incorporates the IP of the Licensor. 

8.3 Licensee agrees to cooperate fully with Licensor, with respect to prosecuting, maintaining, defending and/or enforcing the IP.  

8.4. The Licensee shall inform all workshop participants that the Curriculum shall not be construed to be or to replace medical advice from a licensed professional.  

TERMINATION 

9. The parties agree as follows: 

9.1 This Agreement may be terminated by the Licensor with or without notice to the Licensee.

9.2 This Agreement may be terminated by either party for a material breach or default on or violation of any terms of the Agreement. The Licensee shall provide sufficient notice to the Licensor. Sufficient notice shall be defined as notice provided to the Licensor in written form.  

9.3 If the Licensee commits any act which is an offense involving moral turpitude, or which might tend to reflect negatively on the Licensor with employees, customers, the healthcare industry, or the community, then the Licensor shall have the right to unilaterally terminate this Agreement without liability. 

9.4 On termination, the Licensee shall discontinue further use of the IP and return all IP to the Licensor. Any and all rights granted through this Agreement will be abrogated and canceled on the termination date, except as specifically provided in this Agreement.  Should Licensee continue to use the IP after termination without the written consent of Licensor, Licensee agrees that in addition to any other remedies, Licensor may have injunctive relief as an appropriate remedy to prevent such further use in violation of this Agreement. Should there be a suit by either party against the other to enforce or for breach of this Agreement, the prevailing party shall be entitled to its reasonable costs and reasonable attorney fees relating thereto. 

9.5 The Licensor may revoke Facilitator certifications from organizations or individuals who violate the terms of this Agreement. 

GOVERNING LAW & DISPUTES 

10. The Parties agree as follows: 

10.1 This Agreement and all related documents, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. 

10.2 THE PARTIES HEREBY WAIVE ANY AND ALL RIGHTS TO A JURY TRIAL. 

10.3 The Parties agree that any dispute or controversy arising out of or related to this Agreement, or any breach thereof shall be settled by binding arbitration. The arbitration shall be held in Delaware. The number of arbitrators shall be one. The losing party shall pay all legal fees associated with the arbitration. 

10.4 Prior to the filing for arbitration, the Parties shall negotiate in good faith for the purpose of reaching a mutually acceptable resolution of the given dispute or controversy. 

MISCELLANEOUS 

11. The Parties agree as follows: 

11.1 All notices, including notices of address change, required to be sent hereunder will be in writing and will be deemed to have been given when mailed by first class mail or by nationally recognized overnight courier at the Parties’ respective address set forth in the introductory paragraph. Such notices will be deemed to have been received (a) within three (3) days after depositing such notice in first class mail, or (b) by close-of-business the next business day if delivered by recognized overnight carrier. 

11.2 The Licensee shall further email any and all notices to: [email protected], ATTN: Dr. Leslie Farrington.  

11.3 This Agreement may not be assigned or transferred by the Licensee, except in connection with a change in control. The Licensee shall retain the prior approval of the Licensor prior to any and all assignments.  

11.4 Waiver by the Licensor of a breach of any provision of this Agreement or failure to enforce any such provision shall not operate or be construed as a waiver of any subsequent breach of any such provision or of the Licensor's right to enforce any such provision. No act or omission of the Licensor shall constitute a waiver of any of its rights hereunder except for a written waiver signed by a duly appointed officer or manager of the Licensor.  

11.5 All section headings herein are inserted for convenience only and shall not modify or affect the construction or interpretation of any provisions of this Agreement. 

 11.6 If any portion or provision of this Agreement is declared unenforceable by a court of  competent jurisdiction to any extent, then the remainder of this Agreement, or the   application of such portion or provision in circumstances other than those as to which it  is so declared illegal or unenforceable, shall not be affected thereby and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted  by law. 

11.7 All modifications to this Agreement must be in writing and agreed to by both Parties. It is understood and agreed by the Parties that all changes to this Agreement must be approved by signed writing and only at that point may those changes be implemented.  

11.8 This Agreement constitutes the entire agreement of the parties hereto, and all previous communications between the parties with reference to the subject matter of this Agreement are hereby canceled and superseded. The Recitals are hereby incorporated herein and made a part of this Agreement. 

By purchasing this course, you hereby agree to and accept the terms and conditions of our [Terms of Use/Licensing Agreement]. You acknowledge that you have read, understood, and are bound by the terms outlined in the [Terms of Use/Licensing Agreement]. It is your responsibility to review and comply with these terms before accessing and using the course content.