Strategic Partnership Agreement
As a Strategic Partner,
HITLAB agrees to:
- Execute the Summit;
- Coordinate overall marketing efforts for the Summit;
- Provide your organization with one (1) Full Access guest ticket.
In turn, you agree to:
- Allow HITLAB to issue press releases stating that HITLAB is partnering with your organization on the Summit;
- Allow HITLAB to place your organization’s logos on marketing and promotional materials for the Event in a manner pre-approved by your organization;
- Publish marketing and promotional material about the HITLAB Summit through communication channels a minimum of three (3) times.
BACKGROUND HITLAB works with leading organizations to ideate, create and evaluate solutions to improve the quality and accessibility of healthcare worldwide.
In December 3-4 2015, HITLAB intends to produce the 2015 HITLAB Innovator’s Summit (the “Summit” or the “Event”). HITLAB anticipates that the Event will attract healthcare innovators from around the world for 2 days of panels, and presentations, all focused on the topic of healthcare innovation. The Event will also feature presentations from five finalist teams from the HITLAB World Cup challenge. A panel of judges will evaluate the participants according predetermined criteria. HITLAB, in its sole discretion, will select the judges and determine the criteria.
1. HITLAB Deliverables. In support of the Parties’ shared commitment to the successful execution of the Event (hereinafter, the “Goal Commitments”), HITLAB agrees to:
- a. Execute the Summit;
- b. Coordinate overall marketing efforts for the Summit;
- c. Provide Company with one (1) VIP guest ticket
2. [organization ] Deliverables. In support of the Goal Commitments, Company will:
- a. Allow HITLAB to issue press releases stating that HITLAB is partnering with Company on the Summit;
- b. Allow HITLAB to place the Company’s logos on marketing and promotional materials for the Event in a manner pre-approved by Company;
- c. Publish marketing and promotional material about the HITLAB Summit through Company communication channels a minimum of three (3) times;
- d. Have the opportunity to, during the Event, speak at a forum of its choice at a large group session, workshop of its choice, or participate in a panel on a topic related to healthcare.
- e. If possible, provide volunteers to work at the event.
3. Term/Termination. The term of this Agreement shall commence on the Effective Date and shall continue until the end of the Event provided, however, that:
- (i) termination shall not discharge any obligations of either Party under Sections 8-10 of this Agreement;
- (ii) either Party may terminate this Agreement if the other Party fails to perform its obligations hereunder and such failure to perform is not cured within thirty (30) calendar days following written notice from the complaining Party of such failure to perform;
- (iii) Company may terminate this Agreement upon not less than thirty (30) calendar days of prior written notice to HITLAB, should Company discontinue its work or make other significant programming changes requiring the termination of this Agreement; and
- (iv) HITLAB may terminate this Agreement upon not less than thirty (30) calendar days of prior written notice to Company, in the event that HITLAB is unable to execute the World Cup (in such event, the Parties agree that there will be no further liability to HITLAB or Company whatsoever).
4. Press/Media. Any public announcements through press releases, media advisories, media alerts or other similar, press-related means regarding this Agreement or the work of the Parties hereunder shall require the prior written approval of all Parties hereto prior to publication.
5. Other Efforts. The Parties may from time to time choose to engage in additional efforts to enhance or support the work contemplated by this Agreement. Such additional efforts shall be separately agreed upon, in writing, by the Parties and will be made a part of this Agreement by being attached as an addendum or amendment and incorporated into this Agreement as if fully set forth herein.
6. Trademark and Logo Use. The Parties acknowledge Company’s ownership of the Company name and logos, the names and logos of the Company’s programs and initiatives including the Company name and logos (collectively, the “Company Marks”). The Parties also acknowledge HITLAB’s ownership of the World Cup name and logos, and the names and logos of HITLAB itself (collectively, the “HITLAB”) marks. Both Parties grant to the other Party a limited, right-to-use license (the “License”) to use certain of the other Party’s proprietary trademarks and logos (the “Logos”) for the purposes of this Agreement as described herein, subject to the following terms and conditions:
- a. This Agreement shall not be construed to grant any license to use Company Marks without the prior written consent of Company;
- b. No ownership rights whatsoever are granted to the other Party, including any title or interest in or any other rights to the marks or logos; and
- a. During the course of this Agreement, the Parties may have made or may make available to each other certain Confidential Information (as hereinafter defined), or one Party may otherwise learn of Confidential Information belonging to the other Party. For purposes of this Agreement, “Confidential Information” means any and all confidential or proprietary information regarding a Party or its business, including, without limitation, all products, patents, trademarks, copyrights, trade secrets, processes, techniques, scientific information, computer programs, databases, software, services, research, development, inventions, financial, purchasing, accounting, marketing, fundraising and other information, whenever conceived, originated, discovered or developed, concerning any aspect of its business, whether or not in written or tangible form; provided, however, that the term "Confidential Informa¬tion" shall not include information (i) which is or becomes generally available to the public on a non-confidential basis, including from a third party provided that such third party is not in breach of an obligation of confidentiality with respect to such information, (ii) which was independently developed by a party not otherwise in violation or breach of this Agreement or any other obligation of one party to the other, (iii) which was rightfully known to a party prior to entering into this Agreement, or (iv) which is disclosed to the extent necessary to comply with law or a valid order of a court of competent jurisdiction or governmental agency, provided, however, that the Receiving Party must provide the Disclosing Party with prompt written notice of its legal obligation to disclose the Confidential Information so that the Disclosing Party may obtain a protective order or other confidential treatment for the Confidential Information, and disclose that portion (and only that portion) of the Confidential Information that the Receiving Party is legal compelled or is otherwise legally required to disclose.
- b. Except as otherwise provided herein: (i) the Parties shall hold in strictest confidence any of the other Party’s Confidential Information; (ii) the Parties shall restrict access to the Confidential Information to those of their personnel who have a “need to know” and are engaged in a permitted use of the Confidential Information for purposes of accomplishing the objectives set out in this Agreement; (iii) the Parties shall not distribute, disclose or convey Confidential Information to any third party; (iv) the Parties shall not copy or reproduce any of the Disclosing Party’s Confidential Information, except as reasonably necessary to perform any obligations hereunder; and (v) the Parties shall not make use of any of the Disclosing Party’s Confidential Information for its own benefit or for the benefit of any third party.
8. Indemnification. Each Party agrees to defend, indemnify and hold harmless the other from and against and to reimburse it for any and all claims, obligations and damages, any and all taxes and any and all claims and liabilities directly or indirectly arising out of or in connection with any breach of this Agreement or resulting or arising out of the activities of the work undertaken by it hereunder. For purposes of this indemnification, “claims” shall include all obligations, actual damages and costs reasonably incurred in defending any claim against the other Party, including, without limitation, attorneys’ and expert witness fees, court costs, other litigation expenses and travel expenses. This indemnity shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement. To receive the benefit of the foregoing indemnities, the Party seeking indemnification (the “Indemnitee”) must promptly notify the other Party (the “Indemnifying Party”) in writing of a claim or suit and provide reasonable cooperation (at the Indemnifying Party’s expense) and tender to the Indemnifying Party full authority to defend or settle the claim or suit. The Indemnifying Party has no obligation to indemnify the Indemnitee in connection with any settlement made without the Indemnifying Party’s written consent. The Indemnifying Party may not settle such claim or suit without the consent of the Indemnitee, which consent will not be unreasonably withheld or delayed. The Indemnitee has the right to participate at its own expense in the claim or suit and in selecting counsel therefor. The Indemnitee will cooperate with the Indemnifying Party, as reasonably requested, at the Indemnifying Party’s sole cost and expense.
9. Limitation of Liability. Except for the amounts payable with respect to the above-referenced indemnification claims, or for breaches of confidentiality or for misuse or misappropriation of the other Party’s intellectual property, in no event will Company or HITLAB, whether as a result of breach of contract, tort (including negligence), strict liability or any other kind of civil statutory liability connected with or arising out of the Agreement or otherwise, have any liability to each other or any third-party for any lost profits or lost business or for any indirect, special, incidental or consequential damages, regardless of whether the Party has been notified of the possibility of such damages. Except for the amount payable with respect to the above-referenced indemnification claims, or for breaches of confidentiality or for misuse or misappropriation of the other Party’s intellectual property, to the maximum extent permitted by applicable law, each Party’s maximum aggregate liability for any damages claim regarding the Agreement will not exceed the amounts paid under the Agreement during the twelve (12) months preceding such claim. Each Party will acknowledge and agree that the foregoing limitations of liability are an essential element of the Agreement between the Parties and that in their absence the economic terms of the Agreement would be substantially different
10. Severability. If, for any reason, any part of this Agreement is held to be invalid, that ruling shall not impair the operation of such other parts of this Agreement as may remain otherwise intelligible.
11. Waiver. Any waiver granted by a Party hereto shall be without prejudice to any other rights such Party may have, will be subject to such Party’s continuing review and may be revoked, in such Party’s sole discretion, at any time and for any reason. No Party shall be deemed to have waived any right, power or option reserved by this Agreement by virtue of: any custom or practice of the Parties at variance with the terms hereof; or any failure, refusal or neglect of the Parties to exercise any right under this Agreement or to insist upon exact compliance by the other with its obligations hereunder.
12. Choice of Law and Venue. This Agreement shall be governed by the substantive laws of the State of New York, which shall prevail in the event of any conflict of law. The Parties agree that either may institute any action against the other in any state or federal court of competent subject-matter jurisdiction located in New York, New York, and the Parties hereby irrevocably submit to the jurisdiction of such court and waive any objection that it may have to either the jurisdiction of or venue in such court.
13. Notice. All notices and requests in connection with this Agreement shall be given to the Parties via certified mail, return receipt requested, by recognized overnight delivery service, by facsimile, or by hand, at the addresses (including e-mail) as set forth below. All notices and requests shall be deemed given the earlier of seven (7) calendar days after duly deposited in the mail properly addressed with postage prepaid, or when actually received.
14. No Assignment. This Agreement may not be transferred or assigned to any other party without the express written permission of the other Parties hereto.
15. Force Majeure. Neither Party shall be liable to the other party for any delay in or failure of performance if such delay or failure arises from any event beyond the reasonable control of the affected Party (“Force Majeure Event”), provided that when a Force Majeure Event occurs, the affected Party shall promptly give written notice thereof to the other Party.
16. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but which together shall constitute one and the same instrument.
17. Entire Agreement. This Agreement constitutes the Parties’ final, exclusive and complete understanding and agreement with respect to the subject matter hereof, and supersedes all prior and contemporaneous understandings and agreements related to this matter. Except as explicitly set forth herein, and as implied under New York State common and statutory laws governing such contracts (e.g., the implied covenant of good faith and fair dealing), this Agreement creates no other obligations or rights as between the Parties (including, but not limited to, any rights or obligations to divide any revenue generated in connection with the Event).
The Parties hereto have executed this Agreement as of the date entered below by Company in its signature line (the "Effective Date").