TERMS & CONDITIONS

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This MASTER LICENSING AGREEMENT (the “Agreement”) is entered into and effective as of the “Execution Date” by and between ___________, a TYPE OF ENTITY corporation with an address at __________________________________ (the “Company”), and QQ Pie Inc a California Corporation with an address at 65 Enterprise Ste 400, Aliso Viejo, CA 92656  (“Brand”) (collectively, the “Parties”).    
1.    GRANT OF RIGHTS; CONSIDERATION

a.    Definitions. 
“Brand Marks” means Brand’s names, logos, slogans or other names or marks associated with Brand. 
“Brand Materials” means all copy, photos, videos and other content and materials provided by Brand or its authorized agents or representatives for use by Company in connection with referencing it in the standard operating procedure and use of the Product(s) or as otherwise contemplated by this Agreement.
“Brand IP” means all rights owned or licensed by Brand, including but not limited to copyrights, trademarks, patents, trade secrets and proprietary methods, processes or formulas, and any registrations for any of the foregoing, that are necessary or convenient to the manufacture of the Product(s) or carrying out the purposes of this Agreement.  
“Product(s)” means the products listed on one or more product forms executed by the Parties (each a “Product Form”) which Company is entitled to use and promote using the Brand Marks, Brand Materials and Brand IP. 
b.    Grant of Rights. 
i.    Brand hereby grants to Company (including, for purposes of this Section 1.b., its subsidiaries, affiliates, successors and assigns, and those acting under Company’s permission or upon Company’s authority), for the Term, as defined in any Product Form, a license to use the Brand Marks, Brand Materials and Brand IP per site for purposes of using the Product, as well as for any other purpose specifically contemplated under this Agreement (collectively, the “Licensed Rights”). Company may from time to time request additional Product Forms from Brand. This Agreement shall apply to all additionally requested Product Forms. The Licensed Rights herein shall be exclusive to Company during the Exclusivity Period, if any, described in any Product Form. 

ii.    Notwithstanding the Term set forth in any Product Form, Company shall be entitled to use Licensed Rights during the “wind down” period described at Section 4.b (Effect of Termination) below. 

iii.    It is understood by and between the Parties that the rights granted in this Section 1 are available at Brand’s sole option and that, except as stated elsewhere in this Agreement, Company has no obligation to utilize the Licensed Rights in any manner, including without limitation, in connection with the Products.

iv.    Brand reserves all rights not expressly granted to Company hereunder.

c.    Consideration. See applicable Product Form.

2.    TERMINATION.  

a.    Termination. This Agreement may be terminated by either party immediately upon written notice to the other party in the event of a material breach by such other party with respect to any term or condition of this Agreement which breach is incapable of cure or, being capable of cure, remains uncured for thirty (30) days after such party’s receipt of written notice thereof.
b.    Effect of Termination. Notwithstanding anything herein to the contrary, upon any termination of this Agreement, Company shall not be permitted to continue to reference in the standard operating procedure nor using the Brand Marks which are existing in Company’s standard operating procedure at the time of termination or expiration, subject to Company’s obligations under this Agreement. Full disclosure of quantities in company possession as stated above.

3.    CONFIDENTIALITY.  In addition to the terms of any confidentiality or similar non-disclosure agreement entered into from time to time between the Parties, if any, the Parties agree that the terms of this Agreement as well as any other confidential and/or proprietary information provided by either Party to the other, including, but not limited to, the fact that a Product will or may be included in Company’s future subscription box offering to its subscribers, and any other information developed by or on behalf of a Party that is treated as confidential by such Party or is not generally known publicly or in the industry in which such Party does business, including trade secrets, customer lists, customer and vendor information, marketing information, business plans, business methods, revenue and sales data, and other product development information, is confidential information of such Party (collectively, “Confidential Information”) and shall be kept strictly confidential by the receiving Party, and may not be disclosed to any third party or publicly without the prior written consent of the disclosing Party.  The provisions of this Section shall not apply to, and confidential or proprietary information shall not include, any information which (i) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving Party, (ii) was in the receiving Party’s possession prior to receipt from the disclosing Party, (iii) is received by the receiving Party from a third party on a non-confidential basis, or (iv) is or was independently developed by the receiving Party without reference to or reliance upon the confidential or proprietary information received from the disclosing Party.  Notwithstanding anything to the contrary contained in this Agreement, the restrictions on disclosure set forth herein shall not apply to the extent disclosure is required by applicable law, or any governmental organization which regulates or may regulate the activities of a Party from time to time, or court order or legal process.  In the event the receiving Party receives a request for disclosure, the receiving Party shall, to the extent permitted by applicable law, regulation or such court order, notify the disclosing Party prior to such disclosure so as to afford the disclosing Party an opportunity to object or seek a protective order with respect to such disclosure.  If a protective order is not timely obtained by disclosing Party, the receiving Party may furnish only that portion of the confidential or proprietary information required to be disclosed. 

4.    REPRESENTATIONS AND WARRANTIES

a.    Brand.  Brand represents, warrants and covenants that:
i.    it has the right to enter into this Agreement and that the entry into this Agreement is a duly authorized act of Brand;

ii.    it is the sole and exclusive owner of the intellectual property at issue; and

iii. the use by Company of the Licensed Rights in the manner contemplated and permitted by this Agreement will not violate or infringe the intellectual property or other rights of any third party.

b.    Company.  Company represents, warrants and covenants that:
i.    it has the right to enter into this Agreement and that the entry into this Agreement is a duly authorized act of Company;
ii.    there are no contracts, actions, suits, legal proceedings or claims or threats against Company which would reasonably be expected to adversely affect or materially impair Company’s performance under this Agreement; and
iii.    it will at all times be in material compliance with applicable laws, ordinances and regulations relating to its performance under this Agreement and the conduct of its business related thereto.
c.    No Warranties Regarding Revenues.  Unless otherwise explicitly indicated in any Product Form, each Party acknowledges and agrees that it makes no warranty, expressed or implied, as to the degree of success to be achieved, or level of subscribership, sales or revenue to be derived, by reason of the creation, development, marketing, use of the Products or other promotional activities or transactions contemplated hereunder.
5.    INDEMNITY

a.    By Brand. Brand shall defend, indemnify and hold harmless Company from and against any and all losses, costs, and expenses (including, without limitation, reasonable attorneys’ fees and costs) (collectively “Losses”) incurred in connection with claims or actions by third parties against Company (or any of its affiliated entities or its or their employees, directors, agents, shareholders, successors or assigns (collectively “Related Parties”)) based upon or arising out of (i) the breach by Brand of any of its representations, warranties or covenants made in this Agreement, or (ii) the gross negligence or willful misconduct of Brand.
b.    By Company.  Company shall defend, indemnify, and hold harmless Brand and its Related Parties from and against Losses incurred in connection with claims or actions of third parties against Brand based upon or arising out of (i) the breach by Company of any of its representations, warranties or covenants made in this Agreement, or (ii) the gross negligence or willful misconduct of Company; 
c.     General. The indemnifying party’s indemnification obligations under this Section 7 are conditioned upon the indemnified party: (a) promptly notifying the indemnifying party in writing of the claim; (b) granting the indemnifying party sole control of the defense of the claim with counsel reasonably satisfactory to the indemnified party; and (c) providing the indemnifying party, at the indemnifying party’s expense, with all assistance, information and authority reasonably required for the defense and settlement of the claim. The indemnifying party may settle the claim in its sole authority, provided that the settlement terms do not require an admission of liability by the indemnified party and include an appropriate release of liability in favor of the indemnified party. The provisions of this Section shall survive any expiration or termination of this Agreement.

6.    LIMITATION OF DAMAGES.  IN NO EVENT SHALL EITHER PARTY SEEK OR BE LIABLE FOR PUNITIVE, EXEMPLARY, CONSEQUENTIAL, SPECIAL, ENHANCED OR TREBLED DAMAGES ARISING FROM ANY DISPUTE RELATING TO OR IN CONNECTION WITH THIS AGREEMENT, OR THE RELATIONSHIP BETWEEN THE PARTIES WHETHER SUCH DAMAGES ARE CLAIMED FOR BREACH OF CONTRACT, NEGLIGENCE, OR ANY OTHER TORT CLAIM IN LAW OR IN EQUITY. THE FOREGOING LIMITATION IS NOT INTENDED TO LIMIT THE SCOPE OF A PARTY’S ENTITLEMENT TO INDEMNITY PURSUANT TO THIS AGREEMENT.

7.    GENERAL PROVISIONS

a.    Non-Disparagement.  Neither Party to this Agreement shall disparage or denigrate the other Party hereto or its products or services.  The provisions of this Section 9.a shall survive for a period of one (1) year after the termination or expiration of this Agreement.
b.    Governing Law. This Agreement is governed by the laws of the State of California, without regard to conflicts of law principles that would require the application of any other law.
c.    Arbitration.  This Agreement is deemed made and entered into in Orange County, California and will be performed in Orange County, California. Any claim by any Party for breach or enforcement of any provision of this Agreement will be subject to binding arbitration before the American Arbitration Association.  The arbitration shall take place in or near the Orange County, California.  The decision of the arbitrator shall be final and conclusive, and the Parties waive the right to trial de novo or appeal, excepting only for the purpose of confirming the arbitrator's decision, for which purpose the Parties agree the California Superior Court shall have jurisdiction. 
d.    Force Majeure. Neither Party shall be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as a result of any causes or conditions beyond such Parties’ reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.

e.    Notice. Ordinary day-to-day operational communications may be conducted by email or telephone communications.  Any other notice required by this Agreement shall be made in writing and given by (a) personal delivery, (b) prepaid, first class, certified mail, return receipt requested, (c) email (with a duplicate notice sent promptly by one of the other methods in this Section), or (d) courier service of recognized standing (with confirmation of receipt); in any case to the receiving Party, “Attention: Legal” at its address set forth in the heading to this Agreement, or to a different address of which the addressee Party has notified the other in accordance with this Section.  Any notice given in conformance with this Section shall be effective upon actual delivery or refusal of delivery.

f.    Waivers; Rights Cumulative.  No provision of this Agreement may be waived unless in writing signed by all of the Parties hereto, and waiver of any one provision of this Agreement shall not be deemed to be a waiver of any other provision. No failure or delay on the part of any Party in exercising any right, power or remedy hereunder shall operate as a waiver thereof. No right, power or remedy granted to the Parties under this Agreement on default or breach is intended to be in full or complete satisfaction of any damages arising out of such default or breach, and any single or partial exercise of any such right, power or remedy shall not preclude any other, or further exercise thereof, or the exercise of any other right, power or remedy. Each and every right, power or remedy under this Agreement, or under any other document or instrument delivered hereunder, or allowed by law or equity, shall be cumulative and may be exercised from time to time.

g.    Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the respective Parties hereto.

h.    Third Party Rights. There are no third party beneficiaries to this Agreement. 

i.    Survival. All provisions of this Agreement which, by their nature, are intended to survive termination (including but not limited to the indemnity obligations under Section 7 and the provisions of Section 9.a) shall so survive. 

j.    Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but which collectively shall constitute one and the same instrument.

k.    Assignment.  Neither party shall resell, assign, or transfer any of its rights hereunder without the prior approval of the other party; provided, however, that Company may assign this Agreement without consent in connection with a sale of all or substantially all of Company’s assets and business to which this Agreement relates.

l.    Partial Invalidity. In the event that any of the provisions of this Agreement are held in any respect to be illegal or unenforceable for whatever cause, then such provision shall be deemed separable from the remaining provisions of this Agreement and shall in no way affect or impair the validity or enforceability of the remaining provisions of this Agreement, unless such omission would frustrate the intent of the parties, in which case the provision shall be reformed or interpreted to the extent possible to conform with the parties’ intent and comply with applicable law.

m.    Entire Agreement.  This Agreement including its Exhibits contains the entire agreement of the Parties relating to the rights granted and obligations assumed in this Agreement and supersedes any and all other agreements, contracts or understandings between the Parties.  No modification of this Agreement will be binding, unless in writing and signed by an authorized representative of each party.  

n.     Subscription Limitations.
The Client understands and agrees that the subscription is valid for one location with unlimited users at that site. If the medical device company operates from multiple locations, they will need to purchase separate subscriptions for each site.

o.     Automatic Renewal.
The subscription shall automatically renew annually unless the Client chooses to cancel before the renewal date.

p.     No Reproduction of Physical Product.
The Client is not allowed to reproduce the physical product without prior written consent from QQ Pie Inc.

q.     Use of Digital Product.
The digital PDF provided to the Client for adding to their internal procedure (Standard Operating Procedure) can only be used for the intended purpose and not reproduced, distributed, or shared with third parties without authorization.

r.    No Physical Signatures Required.
The Parties acknowledge that physical signatures are not required for this digital agreement, and they agree to the validity and enforceability of digital signatures.

s.     Updates to Brand Materials.
Company agrees to use the most current versions of Brand Materials provided by Brand from time to time.

t.    Dispute Resolution.
Any disputes arising under this Agreement shall be resolved through binding arbitration or mediation before the American Arbitration Association, conducted in or near Orange County, California.

u.     Confidentiality Clause.
The Parties agree to keep all confidential and proprietary information provided by either Party strictly confidential and not disclose it to any third party without prior written consent.

v.     Governing Law.
This Agreement is governed by the laws of the State of California, without regard to conflicts of law principles that would require the application of any other law.

(signature page follows)

Digital Signature and Online Agreement.
The Parties agree that any acceptance or agreement to the terms and conditions of this Agreement by the Client shall be obtained through a digital signature or by clicking an "I Agree" button on the QQ Pie Inc website.