Exhibit 10.2
HeartWatch(R)
Software License Agreement
This License Agreement ("Agreement") between Member-Link Systems Inc., a New
York Corporation, ("Developer") and ▇▇▇▇▇▇ ▇▇▇▇ Army Medical Center
("Licensee").
The Developer has developed and licenses to users its electronic medical records
management system marketed under the name Medicive ( the "System"), which
consists of independent networked software packages, namely HeartWatch and
Medicive Server.
The Licensee desires to utilize a copy of the HeartWatch software ("Software").
NOW, THEREFORE, in consideration of the mutual promises set forth herein,
Developer and licensee agree as follows:
1. License. Developer hereby grants to Licensee a perpetual, non-exclusive,
limited license to use the Software in its Cardiology facilities as set
forth in this Agreement.
2. The Software. The Software shall consist of the modules or components, shall
perform the functions and shall comply with the proposals and
specifications, identified or set forth on Schedule A, annexed hereto. Each
Software module or component, specification and proposal included or
referred to in Schedule A is expressly incorporated by reference herein.
3. Restriction. Licensees shall not modify, copy, duplicate, reproduce, license
or sublicense the Software, or transfer or convey the Software or any right
in the Software to anyone else without the prior written consent of
Developer; provided that Licensee may make one copy of the software for
backup or archival purposes. Licensee shall not install the software on any
network, file server, virtual disk, time sharing, multiple CPU, other
multi-user, bulletin board, or remotely accessible arrangement other than on
a local area network within Licensee's organization, provided Licensee has
paid the license fee for each user of the Software on such network.
The SOFTWARE and documentation are provided with RESTRICTED RIGHTS. The Use,
Duplication, or Disclosure by the Government is subject to restrictions as set
forth in subdivision (c)(1)(ii) of the Rights in Technical Data and Computer
Software clause at DFAR 252.227-7013 or restricted rights clauses at 48 CFR
52.227-19 or 52.227-14, as applicable. Contractor/ Manufacturer is Member-Link
Systems Inc., ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇.
4. Warranty of Title. Developer hereby represents and warrants to Licensee that
Developer is the owner of the Software or otherwise has the right to grant
to Licensee the rights set
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forth in this Agreement. In the event of any breach of the foregoing
representation and warranty, Licensee's sole remedy shall be to require
Developer or to either: i) procure, at Developer's expense, the right to use
the Software, ii) replace the Software or any part thereof that is in breach
and replace it with Software of comparable functionality that does not cause
any breach, or iii) refund to Licensee the full amount of the license fee
upon the return of the Software and all copies thereof to Developer.
5. Payment. Payments under this Agreement shall be tendered by Licensee in
accordance with the Statement of Work tendered to Licensee by Developer and
in the amounts set forth on the Purchase Order to Philips Medical Systems
N.A. assigned to Licensee's contract with that party, both of which
documents are incorporated herein by reference.
6. Ownership. Developer shall retain title to the Software and to all the
documentation, data and information relating to the Software given by or
disclosed to Licensee. Developer shall own and possess all rights, title and
interest in the Software. Developer expressly has the right to reproduce,
publish, sell, license, and distribute the Software to anyone in accordance
with the terms of this Agreement.
7. Copyright. The Software is owned by the Developer and its suppliers and
contains confidential and proprietary information. The Software is
copyrighted and protected by United States copyright laws and International
treaty provisions. You are allowed to make one backup copy of the software
provided that this copyright and proprietary notice is included.
8. AMA License and CPT & ICD 9 Updates. The Software includes versions of CPT
and ICD 9 codes copyrighted by the American Medical Association. The AMA
license requires an annual fee of $32 and after the first year will be the
responsibility of the end user. In return, the AMA will provide updates as
they become available.
9. Optional Customization. Developer shall use its best efforts, consistent
with Developer's staffing, scheduling and business constraints, to provide
additional services and customization of the Software in accordance with
Licensee's requests from time to time. Such services as to customization
shall be contracted for separately at Developer's customary time and
materials charges then in effect. If Developer determines, in its sole
discretion, that any customizations requested by Licensee are of sufficient
general value to the Software's general use to include in the Software or in
future updates of the Software, Developer shall perform such customization
at no charge to Licensee.
10. Warranty Disclaimer. DEVELOPER'S WARRANTIES SET FORTH IN THIS AGREEMENT ARE
EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
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11. Limitation of Liability. Developer shall not be responsible for, and shall
not pay, any amount of incidental, consequential or other indirect damages,
whether based on lost revenue or otherwise, regardless of whether Developer
was advised of the possibility of such losses in advance. In no event shall
Developer's liability hereunder exceed the amount of license fees paid by
Licensee, regardless of whether Licensee's claim is based on contract, tort,
strict liability, product liability or otherwise.
12. Notice. Any notice required by this Agreement or given in connection with
it, shall be in writing and shall be given to the appropriate party by
personal delivery or by certified mail, postage prepaid, or recognized
overnight delivery services.
If to Developer:
Member-Link Systems, Inc.
▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
If to Licensee:
Col. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, USA ▇▇
▇▇▇▇▇▇ ▇▇▇▇ Army Medical Center
Washington, DC
13. Governing Law. This Agreement shall be construed and enforced in accordance
with the laws of the District of Columbia.
14. No Assignment. Neither this Agreement nor any interest in this Agreement may
be assigned by Licensee without the prior express written approval of
Developer.
15. Final Agreement. This Agreement terminates and supersedes all prior
understandings or agreements on the subject matter hereof. This Agreement
may be modified only by a further writing that is duly executed by both
parties.
16. Severability. If any term of this Agreement is held by a court of competent
jurisdiction to be invalid or unenforceable, then this Agreement, including
all of the remaining terms, will remain in full force and effect as if such
invalid or unenforceable term had never been included.
17. Headings. Headings used in this Agreement are provided for convenience only
and shall not be used to construe meaning or intent.
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IN WITNESS WHEREOF, Developer and Licensee have executed this Software License
Agreement on the day and year first above written.
Member-Link Systems, Inc. For ▇▇▇▇▇▇ ▇▇▇▇ Army Medical Center
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ By:_________________________________
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▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
President
Date______________________________ Date________________________________
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