RECITALS

A.  WHEREAS, LICENSOR is the owner of all rights, title and interest in and to the trademarks, service marks and trade names set forth in EXHIBIT 1 hereto (the "Trademarks") covering those goods and services described in EXHIBIT 1 (the "Goods and Services").

B.   WHEREAS, LICENSOR desires to license to LICENSEE the non-exclusive right to use the Trademarks pursuant to the terms of this AGREEMENT.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

AGREEMENT

1. License

1.1 LICENSOR grants to LICENSEE a non-exclusive, non-transferable, non-sublicensable, royalty-free license to use the Trademarks in association with the Goods and Services pursuant to the terms and conditions of this AGREEMENT. 

 

2. Special Requirements

2.1 LICENSEE agrees that the nature and quality of all goods and services provided by LICENSEE in connection with the Trademarks and under the terms of this AGREEMENT shall conform to standards that are set by LICENSOR ("Standards").  The current Standards are in EXHIBIT 2.  LICENSOR may modify the Standards from time to time by providing LICENSEE with such modifications in the form of a revised EXHIBIT 2, which shall automatically become part of this AGREEMENT.

2.2 LICENSEE acknowledges that LICENSOR has the right to inspect the nature and quality of the goods and services provided by LICENSEE in connection with the Trademarks and under the terms of this AGREEMENT.

2.3 LICENSEE shall use the Trademarks in the form and manner and with appropriate legends as prescribed from time to time by LICENSOR.  LICENSEE shall use the "TM" or "SM" designation if the Trademarks are not registered and the "®" designation if the Trademarks are registered or become registered.

2.4 The use of any of the Trademarks in any program using the Trademarks or in any promotional or marketing materials or press releases about such a program must be approved by LICENSOR prior to use.  LICENSEE shall not make any statements in any materials or communications that (1) any program using the Trademarks is a research program or is directly affiliated with the Cleveland Clinic or with Dr. Jay Alberts’ laboratory there or (2) that a cycling exercise program using the Trademarks or based on the Standards can cure or stop the progression of Parkinson’s disease or allow patients to reduce or stop their medications.

2.5 LICENSEE shall provide every cyclist (including those not having Parkinson’s disease) and any other person participating in any program using the Trademarks with a copy of the Standards (and any revised Standards) prior to their beginning such participation.

2.6 If LICENSEE requires a release, waiver or other limitation of liability by any participants in any program using the Trademarks, it shall include “Pedaling For Parkinson’s and its officers, directors, members, controlling persons, agents, employees and representatives” among the parties protected by such document.   LICENSEE shall provide LICENSOR with a copy of any such document before using it and, promptly on request by LICENSOR, with copies of such documents signed by any such participant.

2.7 LICENSEE shall use reasonable efforts to protect the confidentiality of any personal information that it collects from patients participating in any cycling exercise program using the Trademarks and shall comply with any applicable law concerning such information.

2.8 Upon written request by LICENSOR, LICENSEE shall provide LICENSOR with any documentation (whether in written or electronic form) used in a program using the Trademarks, including without limitation, any comments, assessments, evaluations or recommendations made concerning the program, except for any parts of such documentation that it is obligated by law to keep confidential.

 

3. Ownership

3.1 All uses by LICENSEE of the Trademarks shall be on behalf of and inure to the benefit of the LICENSOR. 

 

4. Compliance

4.1 Upon written notification by LICENSOR of noncompliance with LICENSOR's Standards or with any other provision of this AGREEMENT, LICENSEE shall take appropriate steps, in a reasonable time frame, to cure such noncompliance.  A reasonable time frame is the time required for a person or organization working diligently to cure the noncompliance and shall not under any circumstances exceed 10 days after receipt of LICENSOR’s notice.  The LICENSEE’s lack of resources shall not be an excuse for noncompliance and shall not affect the time necessary for curing any noncompliance.

 

5. Legal Actions

5.1 In the event that LICENSOR or LICENSEE determines that a third party is or may be infringing any of the Trademarks, that party shall promptly notify the other party.  LICENSOR may bring suit against such alleged infringer or it may delegate such rights to LICENSEE pursuant to a separately negotiated agreement.  Both parties shall cooperate with each other in all reasonable ways with any enforcement action.

 

6. Term and Termination

6.1 The License granted herein is for a term of one year with automatic renewal unless either party wishes to terminate at that time.  Parties have 30 days to make notification of intention to terminate agreement. Otherwise, the term shall be extended by another year upon the anniversary of the Effective Date.  Notwithstanding the foregoing, (a) either party may terminate this AGREEMENT without cause upon 30 days written notice and (b) LICENSOR may terminate this AGREEMENT upon 10 days written notice if LICENSEE's noncompliance under Section 4.1 has not been cured within a reasonable time frame.  Termination of the Agreement does not terminate the indemnification in Section 7 or any other obligation under this AGREEMENT that can reasonably be construed as surviving termination of the License.

 

7. Indemnification

7.1 LICENSEE agrees to release, defend, indemnify and hold harmless LICENSOR and its officers, directors, members, employees and representatives from and against all claims, actions, proceedings, judgments, damages, costs, liabilities, losses or expenses (including, without limitation, sums paid in settlement of claims, attorneys' fees, consultant fees and expert fees) that are incurred by or asserted against the above mentioned persons, to the extent that (a) such arise from LICENSEE’s breach of or noncompliance with this AGREEMENT or (b) are sought or asserted by or on behalf of any person participating in any activity or program using the Trademarks pursuant to this AGREEMENT, but not to the extent that such arise from the sole negligence or wrongful misconduct of the above mentioned persons.

 

8. General Provisions

8.1 LICENSOR and LICENSEE will execute any additional documents required to fully implement this AGREEMENT.

8.2 Should any portion of this AGREEMENT be found to be invalid for any reason whatsoever, this AGREEMENT shall be read as if the invalid provision were rewritten in a valid manner to represent as closely as possible the intent of the parties.  If necessary, the parties hereto intend for any such invalid portion to be severable from the remainder, which shall remain in full force and effect.

8.3 No failure or delay by either party, at any time, to enforce any provision of this AGREEMENT shall be construed as a waiver of any such provision.

8.4 The geographic scope of this AGREEMENT is limited to the United States of America, territories, and protectorates.

8.5 Any notice or request provided for under this AGREEMENT may also be given electronically by a person authorized to bind the respective party.

8.6 This AGREEMENT shall be construed under, and governed by, the laws of the state of Ohio without regard to conflict of law principles.  LICENSEE irrevocably consents to personal and subject matter jurisdiction in the courts of Cuyahoga County, Ohio.

8.7 The signatory listed below is authorized by their respective company to agree to the terms presented herein, and has the power necessary to do so.

8.8 This AGREEMENT constitutes the entire agreement between the parties related to the licensing and/or use of the Trademarks and shall not be amended or modified except by a written agreement executed by both parties, provided that this provision shall not affect the obligations of the parties under any prior agreement between the parties related to the licensing and/or use of the Trademarks.

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IN WITNESS WHEREOF, this AGREEMENT has been duly executed as set forth below and is effective as of the date first written above.