This AGREEMENT (the "Agreement") is made today by and between Medical Forms Management, Inc. ("MedForms") a Tennessee Corporation and the Agency ("Client")
WITNESSETH:
WHEREAS, MedForms is in the business of forms design, publishing, management and printing (“Business”) and
WHEREAS, MedForms owns certain valuable federally registered copyrights to forms (“Forms”) and publications (“Booklets”) which improve the administrative operation of Client business. For purposes of this License, the definition of Forms is expressly limited to those Forms Client has purchased and are included in their custom Booklets.
WHEREAS, Client desires to utilize certain Forms created by MedForms in the course of their normal business activities and MedForms desires to provide its services to Client, subject to the provisions of this agreement.
NOW, THEREFORE, in consideration of the mutual promises herein contained, it is hereby agreed:
1. License.
1.1 MedForms grants Client a non-exclusive, non-assignable, royalty-free license (the “License”) to use its proprietary and custom Forms for Client’s sole, internal non-commercial use during the Term of this Agreement. This License provides client with the right to reproduce and distribute the Forms, provided the Forms are not sold, distributed, or reproduced to individuals or entities that are not employees of or subcontractors working for Client. Client expressly agrees that it will not allow the Forms to be reproduced by others without the written permission of MedForms. This License does not permit Client to display the Forms publicly, adapt or create derivative works of the Forms, or to otherwise modify the Forms without the express written permission of MedForms. Client is also not permitted to display the Forms on the Internet where they may be viewed by anyone other than Client’s employees or patients. MedForms expressly reserves all rights to the Forms that are not otherwise expressly granted to Client in this License.
1.2 MEDFORMS HAS ATTEMPTED TO INSURE COMPLIANCE WITH FEDERAL AND STATE REGULATIONS; HOWEVER, MEDFORMS ASSUMES NO RESPONSIBILITY FOR THE USE OF ITS FORMS AND BOOKLETS BY CLIENT AND THE PARTIES UNDERSTAND AND AGREE THAT MEDFORMS SHALL HAVE NO LIABILITY OF ANY KIND OR CHARACTER THAT MIGHT ARISE FROM CLIENT’S USE OF THE FORMS OR BOOKLETS, PURSUANT TO THIS LICENSE OR OTHERWISE.
1.3 Any use by Client of the Forms must contain the following:
“©MedForms®, Inc. 1994-2023. All rights expressly reserved.”
1.4 Client expressly acknowledges MedForms' ownership of the Forms and all rights therein and agrees not to challenge MedForms' ownership in any way or to assist another in doing so.
2. Term.
2.1 The Agreement shall commence on the initial date of acknowledgment and shall continue for one (1) year.
2.2 This Agreement shall automatically renew for additional one (1) year terms until terminated pursuant to the terms set forth herein.
2.3 Upon expiration of the initial term, this Agreement may be terminated by either party with at least ninety (90) days written notice of termination.
2.4 Prior to the expiration of the initial term or during a renewal term, MedForms may unilaterally terminate this License if it determines in its sole discretion that Client is breaching the terms of this License.
2.5 Upon termination by either party, Client has the obligation to return or destroy the Forms in accordance with MedForms' instructions.
2.6 Client expressly agrees that it has no rights to use the Forms in any way or fashion after the termination of this License and if Client does use (or allow others to use) the Forms after termination, such use shall constitute copyright infringement.
2.7 Client expressly agrees that its use of any MedForms product not covered by this License may constitute copyright infringement at the sole discretion of MedForms.
3. Printing Services.
3.1 Client may reproduce MedForms’ Forms for its sole use either as printed or electronic forms, subject to all terms of this License.
3.1.1 If applicable, MedForms grants permission for the Client’s third-party electronic medical record vendor to electronically publish the Forms contained in the Client’s custom Booklet for the sole use of the Client during the term of this License and subject to all of its terms.
3.2 Client may purchase forms and printing from MedForms based on MedForms published price list in effect at the time of purchase.
3.3 Custom Booklets may not be reproduced or printed without the sole written permission of MedForms.
3.4 In the event that Client provides MedForms with materials owned by Client or a third-party in connection with MedForms’ performance of services under this Agreement (“Materials”), Client hereby grants to MedForms a non-exclusive right and license to reproduce, display, transmit and distribute the Materials, including the right to alter, modify and create derivative works of the Materials in connection with MedForms’ performance of its services.
3.5 Client represents and warrants that (i) Client has the right to grant the License set forth in Section 3.4, and (ii) MedForms’ exercise of its rights under Section 3.4 will not infringe or otherwise conflict with the rights of any third party. In the event of any breach of this Section, Client shall indemnify, defend and hold harmless MedForms against any and all losses, damages, liabilities, claims, actions, judgments, settlements, interest, awards, penalties, fines, fees, costs, and expenses (including reasonable attorneys' fees), arising out of or in connection with such breach.
4. Warranty and Indemnity.
4.1 CLIENT EXPRESSLY WARRANTS THAT IT WILL USE THE FORMS IN COMPLIANCE WITH ANY AND ALL APPLICABLE STANDARDS OF CARE, LAWS, RULES, AND REGULATIONS AND EXPRESSLY AGREES TO INDEMNIFY MEDFORMS AND HOLD IT HARMLESS FROM ANY AND ALL DAMAGES OF ANY KIND OR CHARACTER THAT MEDFORMS MAY OTHERWISE BE SUBJECT TO ARISING FROM CLIENT’S BREACH OF THIS WARRANTY, INCLUDING REIMBURSEMENT OF ITS REASONABLE ATTORNEY FEES AND COSTS.
4.2 I am executing this agreement on behalf of Client. By executing this agreement, I represent and warrant that I have the authority to enter into this License and that I and Client agree to be bound by it.
5. Miscellaneous.
5.1 Client expressly agrees to notify MedForms immediately if it becomes aware of any actual or suspected third-party infringement of the Forms. MedForms has the sole right to pursue infringers or address infringement by others but has no obligation to undertake such enforcement action. Client shall have a duty to fully cooperate with MedForms with respect to any enforcement action.
5.2 This Agreement represents the entire agreement between the parties with respect to its subject matter and supersedes any prior agreement or understanding among them with respect to the subject matter. This License can only be modified in a writing signed by both parties.
5.3 This Agreement will bind and benefit the parties and their respective legal representatives, successors and permitted assigns.
5.4 Should the Client purchase additional Booklets for other states or service lines, these additional Booklets will automatically be included as part of this license agreement.
5.5 This Agreement will be construed under the laws of the State of Tennessee, without regard to its choice of law provisions. Further, the parties expressly agree that any dispute or suit brought involving the terms of or a breach of this License shall be brought exclusively in the courts of the State of Tennessee and the parties expressly waive any objection that they may otherwise have to the courts of Tennessee exercising jurisdiction over them. In the event that suit is brought enforcing the terms of this Agreement or for copyright infringement, the prevailing party on the majority of the claims involved in the litigation shall be entitled to reimbursement of its reasonable attorney fees and costs by the non-prevailing party.
