7. Term and Termination.
7.1. The term of this Agreement shall commence on the Effective Date and shall continue until the End Date or until terminated in accordance with this Section 7, whichever is earlier ("Term").
7.2. Insignia may terminate this Agreement and the license granted herein for Insignia's convenience, by providing not less than ten (10) days advance written notice to you by electronic communication or otherwise.
7.3. Upon termination or expiration of this Agreement you shall cease using, reproducing, distributing, or publicly displaying any portion of the PAM Materials.
7.4. You acknowledge and agree that termination of Insignia's agreement with the State of Oregon for the right to use and sublicense the PAM survey and PAM Guidance shall terminate this Agreement; provided however that you may request continuation of this Agreement by making written request to the State of Oregon within sixty (60) days of your receipt of written notice of such termination. Such written request for license continuation shall include your agreement to assume with respect to the State of Oregon all obligations (including obligations for payment) contained in this Agreement with Insignia. In such case, the State of Oregon may in its sole discretion agree to accept or decline such request for assignment of this Agreement. Such written request shall be made to Director, Office of Technology Transfer, 1238 University of Oregon, Eugene, Oregon, 97403-1238.
8. Return or Destruction of Information. Except for the Data provided by you pursuant to Section 2.2, upon the expiration or termination of this Agreement, you and Insignia shall, within twenty (20) days, each return or destroy all Confidential Information of the other party; provided, however, that the receiving party may keep one copy of the Confidential Information for archival purposes so long as such archived Confidential Information is safeguarded against disclosure and use prohibited hereunder. In either case, upon request, the recipient shall provide the disclosing party with written certification that all Confidential Information has been returned or destroyed, as the case may be. Despite such a return or destruction, the parties’ obligations under this Section shall survive indefinitely.
9. Remedies for Breach of Confidentiality. Each party hereby acknowledges that the violation by it of the restrictions imposed hereunder would cause irreparable harm to the owner of such Confidential Information and that remedies at law would be inadequate to redress any actual or threatened violation of this agreement. Each party agrees that, in addition to other relief that may be available, the foregoing restrictions may be enforced by temporary and permanent injunctive relief. Any award of relief to the owner of such Confidential Information in an action in which the owner substantially prevails shall include recovery of such owner’s costs and expenses of enforcement (including attorneys’ fees, including attorneys’ fees and any costs associated with appeal)..
10. General Provisions.
10.1 Assignment. The rights granted hereunder and this Agreement may not be assigned, transferred, or sublicensed directly or indirectly, by operation of law, contract or otherwise, by you except with the express written consent of Insignia, which consent may be withheld at Insignia's sole discretion.
10.2. Entire Agreement, Modification, and Waiver. This Agreement replaces and supersedes any prior agreements between the parties and sets forth the entire agreement between the parties with respect to the subject matter hereof, and may not be modified or amended except by written agreement executed by the parties hereto. No waiver, consent, modification, or change of any terms of this Agreement shall be binding unless the same is in writing and signed by both parties and all necessary approvals have been obtained. Such express waiver, consent modification, or change, if made, shall be effective only in the specific instance and for the specific purpose set forth in such signed writing.
10.3. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Oregon, without giving effect to the conflict of law principles thereof, and applicable federal law. Any action or suit brought by the parties relating to this Agreement shall be brought and conducted solely and exclusively in the state and federal courts in Multnomah County in the State of Oregon in Portland, Oregon. You hereby waive any objection to venue in such courts, and waive any claim that such forum is an inconvenient forum. BY EXECUTION OF THIS AGREEMENT, YOU HEREBY CONSENT TO THE PERSONAL JURISDICTION OF SUCH COURT.
10.4. Notice. Any notice under this Agreement shall be in writing and be delivered in person or by public or private courier service (including U.S. Postal Service Express Mail) or by certified mail with return receipt requested or by electronic mail. Notice to you shall be addressed to the contact information you provided above, notice to Insignia shall be addressed to the following address or at such other address as Insignia may from time to time direct in writing:
For Insignia:
Insignia Health, LLC
Attn: License Department
Street: 10900 Wayzata Blvd., Suite 810
City, State Zip: Minnetonka, MN 55305
Email: info@insigniahealth.com
Any notice shall be deemed to have been given on the earlier of: (i) actual delivery or refusal to accept delivery, (ii) the date of mailing by certified mail, (iii) the day facsimile delivery is verified or (iv) if by email the date sent unless an out of office-type reply is received in which case the notice shall be deemed given when the notice indicates the recipient will return to the office. Actual notice, however and from whoever received, shall always be effective.
10.5. Severability. If any one or more provisions of this Agreement shall be adjudicated to be illegal, invalid, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The parties hereby agree to attempt to substitute for any illegal, invalid, or unenforceable provision a valid or enforceable one, which achieves the economic, legal and commercial objectives of the invalid or unenforceable provision to the greatest extent possible.
10.6 No Third Party Beneficiaries. Nothing in this Agreement gives, is intended to give, or shall be construed to give or provide any benefit or right, whether directly, indirectly, or otherwise, to any other third persons.
10.7. Headings, Drafting, and Counterparts. This Agreement may be executed electronically and in counterparts, each of which may be an original but all of which, when taken together, shall constitute one and the same instrument. Headings included herein are for convenience only and shall not be used to construe this Agreement. The parties agree that they have participated equally in the formation of this Agreement and that the language herein should not be presumptively construed against either of them.
10.8. Audits. You shall create and maintain records as required by this Agreement and you shall grant Insignia reasonable access during normal business hours to examine and take copies of, on no less than ten (10) business days' advance written notice and at Insignia's cost, the records relating to this Agreement, to verify your compliance with the terms and conditions of this Agreement
10.9 Survival. All terms of this Agreement with the exception of Section 1 shall survive the expiration or termination of this Agreement.
I accept the License Terms and Conditions
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7. Term and Termination.
7.1. The term of this Agreement shall commence on the Effective Date and shall continue until the End Date or until terminated in accordance with this Section 7, whichever is earlier ("Term").
7.2. Insignia may terminate this Agreement and the license granted herein for Insignia's convenience, by providing not less than ten (10) days advance written notice to you by electronic communication or otherwise.
7.3. Upon termination or expiration of this Agreement you shall cease using, reproducing, distributing, or publicly displaying any portion of the PAM Materials.
7.4. You acknowledge and agree that termination of Insignia's agreement with the State of Oregon for the right to use and sublicense the PAM survey and PAM Guidance shall terminate this Agreement; provided however that you may request continuation of this Agreement by making written request to the State of Oregon within sixty (60) days of your receipt of written notice of such termination. Such written request for license continuation shall include your agreement to assume with respect to the State of Oregon all obligations (including obligations for payment) contained in this Agreement with Insignia. In such case, the State of Oregon may in its sole discretion agree to accept or decline such request for assignment of this Agreement. Such written request shall be made to Director, Office of Technology Transfer, 1238 University of Oregon, Eugene, Oregon, 97403-1238.
8. Return or Destruction of Information. Except for the Data provided by you pursuant to Section 2.2, upon the expiration or termination of this Agreement, you and Insignia shall, within twenty (20) days, each return or destroy all Confidential Information of the other party; provided, however, that the receiving party may keep one copy of the Confidential Information for archival purposes so long as such archived Confidential Information is safeguarded against disclosure and use prohibited hereunder. In either case, upon request, the recipient shall provide the disclosing party with written certification that all Confidential Information has been returned or destroyed, as the case may be. Despite such a return or destruction, the parties’ obligations under this Section shall survive indefinitely.
9. Remedies for Breach of Confidentiality. Each party hereby acknowledges that the violation by it of the restrictions imposed hereunder would cause irreparable harm to the owner of such Confidential Information and that remedies at law would be inadequate to redress any actual or threatened violation of this agreement. Each party agrees that, in addition to other relief that may be available, the foregoing restrictions may be enforced by temporary and permanent injunctive relief. Any award of relief to the owner of such Confidential Information in an action in which the owner substantially prevails shall include recovery of such owner’s costs and expenses of enforcement (including attorneys’ fees, including attorneys’ fees and any costs associated with appeal)..
10. General Provisions.
10.1 Assignment. The rights granted hereunder and this Agreement may not be assigned, transferred, or sublicensed directly or indirectly, by operation of law, contract or otherwise, by you except with the express written consent of Insignia, which consent may be withheld at Insignia's sole discretion.
10.2. Entire Agreement, Modification, and Waiver. This Agreement replaces and supersedes any prior agreements between the parties and sets forth the entire agreement between the parties with respect to the subject matter hereof, and may not be modified or amended except by written agreement executed by the parties hereto. No waiver, consent, modification, or change of any terms of this Agreement shall be binding unless the same is in writing and signed by both parties and all necessary approvals have been obtained. Such express waiver, consent modification, or change, if made, shall be effective only in the specific instance and for the specific purpose set forth in such signed writing.
10.3. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Oregon, without giving effect to the conflict of law principles thereof, and applicable federal law. Any action or suit brought by the parties relating to this Agreement shall be brought and conducted solely and exclusively in the state and federal courts in Multnomah County in the State of Oregon in Portland, Oregon. You hereby waive any objection to venue in such courts, and waive any claim that such forum is an inconvenient forum. BY EXECUTION OF THIS AGREEMENT, YOU HEREBY CONSENT TO THE PERSONAL JURISDICTION OF SUCH COURT.
10.4. Notice. Any notice under this Agreement shall be in writing and be delivered in person or by public or private courier service (including U.S. Postal Service Express Mail) or by certified mail with return receipt requested or by electronic mail. Notice to you shall be addressed to the contact information you provided above, notice to Insignia shall be addressed to the following address or at such other address as Insignia may from time to time direct in writing:
For Insignia:
Insignia Health, LLC
Attn: License Department
Street: 10900 Wayzata Blvd., Suite 810
City, State Zip: Minnetonka, MN 55305
Email: info@insigniahealth.com
Any notice shall be deemed to have been given on the earlier of: (i) actual delivery or refusal to accept delivery, (ii) the date of mailing by certified mail, (iii) the day facsimile delivery is verified or (iv) if by email the date sent unless an out of office-type reply is received in which case the notice shall be deemed given when the notice indicates the recipient will return to the office. Actual notice, however and from whoever received, shall always be effective.
10.5. Severability. If any one or more provisions of this Agreement shall be adjudicated to be illegal, invalid, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The parties hereby agree to attempt to substitute for any illegal, invalid, or unenforceable provision a valid or enforceable one, which achieves the economic, legal and commercial objectives of the invalid or unenforceable provision to the greatest extent possible.
10.6 No Third Party Beneficiaries. Nothing in this Agreement gives, is intended to give, or shall be construed to give or provide any benefit or right, whether directly, indirectly, or otherwise, to any other third persons.
10.7. Headings, Drafting, and Counterparts. This Agreement may be executed electronically and in counterparts, each of which may be an original but all of which, when taken together, shall constitute one and the same instrument. Headings included herein are for convenience only and shall not be used to construe this Agreement. The parties agree that they have participated equally in the formation of this Agreement and that the language herein should not be presumptively construed against either of them.
10.8. Audits. You shall create and maintain records as required by this Agreement and you shall grant Insignia reasonable access during normal business hours to examine and take copies of, on no less than ten (10) business days' advance written notice and at Insignia's cost, the records relating to this Agreement, to verify your compliance with the terms and conditions of this Agreement
10.9 Survival. All terms of this Agreement with the exception of Section 1 shall survive the expiration or termination of this Agreement.
I accept the License Terms and Conditions
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