LICENSE AGREEMENT
This License Agreement (the Agreement) is entered into on […] ("Effective Date") by and between
(i) [NAME OF PARTNER/DISTRIBUTOR], incorporated in [COUNTRY] with company number [COMPANY NUMBER], whose registered office is at [ADRESS] ("Partner"); and 
(ii) [NAME OF HOSPITAL/CUSTOMER], incorporated in [COUNTRY] with company number [COMPANY NUMBER], whose registered office is at [ADRESS] (“Customer”). 
1.	BACKGROUND
Mentis Cura AS is a medical device company specialising in, amongst other, the development of biomarkers based analysis of EEG data, and owns the software-as-a-service Sigla 3.0 which extracts, analyses pre-processed EEG readings and produces conclusions based on the data to the Customer, and the related desktop application (collectively the “Sigla 3.0”).
The Partner is an distributor of Sigla 3.0, authorised to enter into agreements with customers in its own name.
The Customer wish to acquire a license for Sigla 3.0 in connection with clinical use. 
The Partner and the Customer will enter into an agreement for the provision of Sigla 3.0 to the Customer ("Supply Agreement"). This Agreement between the Partner and the Customer is an appendix to the Supply Agreement, and regulates the Customer's use of Sigla 3.0.
2.	DEFINITIONS AND INTERPRETATION
In this Agreement, the following terms shall, unless the context otherwise requires, have the following meanings:
2.1	“Affiliate” means, with respect to a Party, any person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such Party.  For purposes of this definition, “control” and, with correlative meanings, the terms “controlled by” and “under common control with” mean (a) the possession, directly or indirectly, of the power to direct the management or policies of a business entity, whether through the ownership of voting securities, by contract relating to voting rights or corporate governance, or otherwise; or (b) the ownership, directly or indirectly, of at least fifty per cent (50%) of the voting securities or other ownership interest of a business entity (or, with respect to a limited partnership or other similar entity, its general partner or controlling entity).
2.2	 “Confidential Information” means (a) the terms and conditions of this Agreement; (b) information and materials related to either Party’s Intellectual Property Rights; (c) Patient Data; and (d) any other information or materials provided by one Party to the other in any form and whether or not marked as confidential or otherwise obtained or learned before, on or after the Effective Date. 
2.3	“Patient Data” means personal and non-personal patient data, including test result from patients that the Customer collects pursuant to appropriate written consent forms in accordance with applicable privacy laws.  
2.4	“Intellectual Property Rights” means any and all (a) patents, applications for patents (including continuations, continuations-in-part and divisional applications), any extensions of the exclusivity granted in connection with patents, the right to apply for and be granted patents, and rights in inventions; (b) trademarks and service marks, applications for any of the foregoing, the right to apply for any of the foregoing, rights in trade names, business names, brand names, logos, domain names and URLs; (c) copyrights, software, design rights, moral rights, database rights and publication rights; (d) rights in know-how,  trade secrets and confidential information; and (e) all other forms of intellectual property right having equivalent or similar effect to any of the foregoing which may exist anywhere in the world.
2.5	“Parties” means the Partner and the Customer, and a “Party” shall mean either of them.
2.6	“Protocol” shall mean the protocol enclosed as Appendix 1
2.7	“Term” shall have the meaning set out in section 12.1.
3.	LICENSE OF SIGLA 3.0
3.1	Subject to the terms and conditions of this Agreement, the Partner grants to the Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the Term to use Sigla 3.0 in accordance with the Protocol for the purpose of clinical diagnosis of individual patients (and for the avoidance of doubt not for drug development studies). 
4.	THE PARTNER'S OBLIGATIONS 
4.1	Installation and training. The Partner will assist the Customer with the installation of Sigla 3.0, if any, and provide training of the Customer personnel of Sigla 3.0 and the Protocol, and EEG equipment, if any, all as further specified in the Supply Agreement. 
4.2	Upgrades. Sigla 3.0 may, from time to time, be revised and enhanced in the form of system upgrades, enhancements, software patches or otherwise for the purpose of enhancing or improving Sigla 3.0 currently being provided to all customers (collectively, "Upgrades"). The Partner shall provide the Customer with access to such Upgrades and copies of any new documentation as the same shall become available. For the avoidance of doubt, Upgrades does not include a new and updated version of Sigla 3.0, as any such new versions will be subject to a separate license agreement. 
5.	THE CUSTOMER'S OBLIGATIONS
5.1	Authorization: The Customer shall be authorized to perform clinical assessments and EEG-exams within the scope of Sigla 3.0, and shall be able to document such upon request.
5.2	Installation and training. The Customer will cooperate with the Partner in the installation of Sigla 3.0, if applicable, and training of the Customer's personnel, hereunder providing access to the necessary resources in order for the Partner to enable the Customer's use of Sigla 3.0.   
5.3	Feedback. The Customer agrees, to a reasonable extent, to provide the Partner with feedback in connection with the use of Sigla 3.0 as reasonably requested from time to time. 
5.4	Users. The Customer shall permit only authorized personnel to use Sigla 3.0 and the Protocol. The Customer will not disclose any portion of Sigla 3.0 or the Protocol, or provide access to the Sigla 3.0 or the Protocol, to any non-Hospital personnel or entity for any purpose.
5.5	Restrictions on Use. The Customer may not: (i) alter, reverse engineer, decompile, disassemble, defeat any disabling mechanism contained in, modify or create works derivative of Sigla 3.0, or attempt to access the source code of any object code version of Sigla 3.0; or (ii) use Sigla 3.0 other than as set out in this Agreement, the Protocol, and in any other instructions or documents provided by the Partner. The Customer shall only regard the Sigla 3.0 as a diagnostic aid for dementias and shall not be used as a standalone dementia diagnostic test. 
6.	PUBLICATION OF STUDIES 
6.1	In the event that the Customer is planning a publication based on the reports generated by Sigla 3.0, applicable terms shall be agreed separately in writing between the Parties.
7.	CONFIDENTIAL INFORMATION
7.1	Each receiving party shall and shall cause its officers, directors, employees and agents to, keep completely confidential and not publish or otherwise disclose, and not use directly or indirectly for any purpose any Confidential Information furnished or otherwise made available to it, directly or indirectly by the disclosing party. The Partner may disclose Confidential Information to Mentis Cura.
7.2	Confidential Information shall not include any information which a receiving party can establish: (i) information which is in the public domain through no fault of the receiving party; (ii) information which the receiving party can establish by competent proof was in its possession at the time of disclosure by the disclosing party and was not acquired directly or indirectly from the disclosing party under a secrecy obligation; or (iii) information which the receiving party receives from a third party, provided however, that such information was not obtained by said third party from the disclosing party under a secrecy obligation.
8.	DATA PROTECTION AND PRIVACY
8.1	Ownership of Data and Information Security. Patient Data is and shall remain the exclusive property of the Customer. The Partner (and its supplier Mentis Cura) will take appropriate measures to address the information security requirements associated with the performance of Sigla 3.0. The Customer has sole responsibility for Patient Data and its intellectual property ownership and right to use, and is responsible for complying with appropriate rules and regulations on patient information handling. The Partner (and its supplier Mentis Cura) is only provided certain anonymous extracts of the Patient Data by the Customer in order for Sigla 3.0 to generate reports, and such extracts of the Patient Data does not contain personal data protected by privacy law. 
8.2	License to Data. The Customer hereby grants to the Partner (and its supplier Mentis Cura) a limited, non-exclusive, non-transferable license during the Term to (i) receive, retrieve, process, use and transmit certain anonymous extracts of the Patient Data necessary or reasonably desirable to perform the reports; and (ii) use, copy, manipulate and store certain anonymous extracts of the Patient Data that will be archived, stored or otherwise transmitted in connection with the Sigla 3.0.
8.3	Privacy. Both Parties shall comply with all applicable legal requirements regarding privacy and data protection law/GDPR. 
9.	REPRESENTATIONS AND WARRANTIES
9.1	Each Party hereby represents and warrants that (i) the representing party has full power and authority to execute, deliver and perform this Agreement, and (ii) this Agreement has been duly and validly executed and delivered by the representing party and constitutes the legal, valid and binding obligation of the representing party, enforceable against it in accordance with its terms.
9.2	The Customer hereby represents and warrants that it will only use Sigla 3.0 consistent with the Protocol and this Agreement, and any other instructions or documents provided by the Partner.
10.	INDEMNITY AND INSURANCE
10.1	By Partner. The Partner agrees to defend, indemnify and hold harmless the Customer and its officers, directors, employees, and agents, from and against any third-party claims and actions, and any losses arising out of (i) such third party claims that Sigla 3.0 infringe its Intellectual Property Rights; or (ii) the Partner's breach of its representations and warranties provided in Section 9. In the event of an alleged infringement, the Partner may, at its sole discretion either (a) procure for the Customer the right to continue to use Sigla 3.0 as contemplated hereunder, or (b) replace or modify Sigla 3.0 and/or modify its use to make its use hereunder non-infringing. If the Partner reasonably determines that the foregoing options are not commercially practicable, the Partner may terminate this Agreement. The rights granted to the Customer under this section shall be the Customer's sole and exclusive remedy for any alleged infringement with respect to Sigla 3.0.  
10.2	Exceptions. Notwithstanding anything contained herein to the contrary, the Partner will have no liability to the Customer under this section if any alleged infringement or claim thereof arises from (i) use of Sigla 3.0 in any manner not contemplated by this Agreement, (ii) the Customer not complying with the Protocol or (iii) use of other than the most current Upgrades of Sigla 3.0 or the Protocol as provided by the Partner, if such alleged infringement would have been prevented by the use of the most current Upgrades.  
10.3	By the Customer. The Customer agrees to defend, indemnify and hold harmless the Partner and its officers, directors, employees, and agents, from and against any third-party claims and actions, and any losses arising out of such third party claims arising from or related to the Customer's (i) failure to comply with applicable laws or regulations in conducting its business in connection with Sigla 3.0; (ii) breach of its representations and warranties provided in Section 9; or (iii) failure to follow the Protocol.    
10.4	The indemnities given in this clause 10 are subject to the Party claiming the indemnity:
(a)	promptly notifying the indemnifying Party in writing with details of the claim and providing the indemnifying Party with access to all documents and information reasonably required to enable it to defend the claim;
(b)	allowing the indemnifying Party to have the conduct of the defence or settlement of the claim (provided that the Party claiming the indemnity may elect to choose counsel independent from that representing the indemnifying Party at its own cost and expense); 
(c)	giving the indemnifying Party all reasonable assistance (at the indemnifying Party's expense) in dealing with the claim; and
(d)	not making any payment or incurring any expenses in connection with the claim, or making any admissions or doing anything that may compromise or prejudice the defence of any such claim without the prior written consent of the indemnifying party.
10.5	Customer Insurance.  The Customer confirms to be covered by insurance schemes, public or private, that covers the liability that the Customer may assume under this Agreement, and will upon request provide documentation of such.
11.	DISCLAIMERS; LIMITATION ON LIABILITY
11.1	The Partner disclaims any and all warranties, express, implied, or statutory, relating in any way to Sigla 3.0, the Protocol and any related documents or services licensed or otherwise provided to the Customer hereunder, including the implied warranties of merchantability, title, non-infringement and fitness for a particular purpose. The Partner does not warrant that the Customer's use of Sigla 3.0 will be uninterrupted or error-free. 
11.2	In no event shall either Party, their affiliates, or any of their respective directors, officers, employees or agents, be liable for lost profits or for special, incidental, enhanced or consequential damages of any kind, even if advised in advance of the possibility thereof. In no event shall the Partner's liability to the Customer under this agreement from any cause exceed the amount of the aggregate fees received by the Partner during the twelve (12) calendar months immediately preceding the event giving rise to the liability.
12.	TERM AND TERMINATION
12.1	Term
Subject to any earlier termination in accordance with the provisions of this Agreement, this Agreement shall last for the term as specified in the Supply Agreement, or for such further periods as the Parties may agree in writing (the “Term”).    
12.2	Termination
12.2.1	Either Party may terminate this Agreement without cause by providing the other Party with a 30 days’ written termination notice. 
12.2.2	Either Party may terminate this Agreement with immediate effect on giving written notice if:
(a)	at any time the other Party is in material breach of any provision of this Agreement and, if it is capable of remedy, the breach has not been remedied within thirty (30) days after receipt of written notice specifying the breach and requiring its remedy; or
(b)	at any time the other Party is becomes insolvent or unable to pay its debts as and when they become due; (ii) an order is made or a resolution is passed for the winding up of the other Party; (iii) a liquidator, administrator, administrative receiver, receiver, or trustee is appointed in respect of the whole or any part of the other Party’s assets or business; (iv) the other Party makes any composition with its creditors; or (v) the other Party ceases to continue its business.
12.3	Clauses 7, 1, 8, 9, 1, 10 and 12 survive the termination or expiry of this Agreement together with any other term which by its nature is intended to do so.
13.	GENERAL
13.1	Force majeure. Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. 
13.2	Assignment. The Customer shall not assign, transfer, mortgage, charge, declare a trust of or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of the Partner. Both Parties may assign or transfer the Agreement to an Affiliate or in relation to a merger, demerger or other restructuring of such Party’s group of companies, without the prior written consent of the other Party.
13.3	Waiver. No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
13.4	Severability. If any provision or part-provision of this Agreement shall be held to be illegal, void, invalid or unenforceable under the law of any jurisdiction that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.  
13.5	Relationship between the Parties. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, nor authorise any Party to make or enter into any commitments for or on behalf of any other Party.
13.6	Governing law and jurisdiction. This Agreement and any counterparts, amendments or revisions thereto shall be governed and construed in accordance with the laws of Norway without regard to principles of conflicts of laws. Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The arbitration proceedings shall be held in Stockholm and be conducted in the English language but evidence may be submitted also in Swedish or Norwegian, and witnesses heard in either language. The dispute, the initiation of arbitration, the arbitration and the judgement of the arbitration court shall be kept confidential. 

This Agreement, shall be effective as of the Effective Date set forth above.

For [the Customer]		For [the Partner]

Signature:		
Signature:

		
Name and position:		Name and position: