Permission to Use Convatec ostomy Video Library to Support Ostomy Care Efforts in Patient Education and Employee Training

Responsive to your request for permission to display Convatec videos from the Convatec Inc. Ostomy Video Library (the “Licensed Materials”) in your materials for patient education and employee training (“Education Works”), Convatec Inc. hereby grants the submitter of this form as designated below  (“Licensee”) a non-exclusive, non-transferable, royalty-free license to display and distribute the Licensed Materials in the Licensee’s Education Works for the purpose of educating patients and employees, subject to the following:

• As between the parties, Convatec and its affiliates (“Convatec”) owns and retains all right, title and interest in and to the Licensed Materials (and all intellectual property rights therein, including, without limitation, any copyright, patent, trademark, and trade secret, embodied therein.)
• Licensee acknowledges that the Licensed Materials are subject to the copyrights, trademarks and other proprietary rights of Convatec.  Licensee shall not remove, obliterate or alter any copyright notice or other proprietary notice that appears on any copy of the Licensed Materials or any component thereof. 
• The license granted in this letter agreement is not transferable by Licensee to any other person or entity. Convatec may transfer or assign this letter agreement without consent of Licensee, but shall provide Licensee notice of such transfer or assignment within a reasonable timeframe. Except for the limited license expressly set forth above, Licensee may not (a) copy or otherwise reproduce the Licensed Materials, in whole or in part, or (b) modify, create derivative works, or otherwise exploit the Licensed Materials.  Use of the Licensed Materials by Licensee does not create, grant or convey any ownership or other rights to the Licensed Materials in whole or in part to or by the Licensee other than those rights expressly granted herein.
• Notwithstanding the aforementioned terms, Licensee may make minor changes to the Licensed Materials (such as resizing) for the purpose of formatting the Licensed Materials for display in the Channel.
• Licensee will credit the Licensed Materials to Convatec by conspicuously displaying a link to the relevant website in which the Licensed Materials originally appeared (if applicable) and by acknowledging Convatec as the source of the Licensed Materials.
• IN NO EVENT SHALL convatec be liable TO Licensee or any third party FOR any DIRECT, ACTUAL, special, incidental, PUNITIVE, INDIRECT or consequential damages arising out of or relating to THIS LETTER AGREEMENT OR use of The LICENSED MATERIALS, even if CONVATEC HAS been advised of the possibility of such loss or damages and whether or not such loss or damages is/are foreseeable.  LICENSEE SHALL INDEMNIFY AND HOLD HARMLESS CONVATEC FOR ANY LIABILITIES ATTRIBUTED TO OR AGREED UPON BY LICENSEE RELATING TO THE USE OF THE LICENSED MATERIALS.
• Convatec may terminate the license granted at any time upon written notice to Licensee.  Upon such termination, Licensee shall promptly (and in no event more than 10 days from notice) cease all use of the Licensed Materials, including but not limited to, removing all Licensed Materials from the Education Works and immediately refraining from circulating copies of the Education Works that include the Licensed Materials.  Notwithstanding the foregoing, if in Convatec’s opinion Licensee has breached any part or all of this letter agreement, and upon receipt of written notice from Convatec (email notice shall be sufficient), Licensee shall immediately cease all use of the Licensed Materials.

Any notices, approval or consent required to be given under this letter agreement shall be in writing and shall be deemed delivered upon receipt, if delivered personally or sent by an express delivery service maintaining records of receipt, or three (3) business days after being sent by U.S. mail, return receipt requested.  Any notice required hereunder shall be delivered or sent to the party at the address shown below, until and unless such party notifies the other of a change of address for the purposes of this paragraph.

This letter agreement shall be governed by the substantive laws of the State of New Jersey, without reference to its choice of law rules.  All disputes shall be exclusively resolved in a court of competent jurisdiction in the State of New Jersey. Each party expressly consents to the jurisdiction of the state or federal courts in the State of New Jersey and waives any objections or right as to forum non conveniens, lack of personal jurisdiction or similar grounds. This letter agreement sets forth the entire understanding of the parties and supersedes any prior or contemporaneous agreement or communications, oral or written, between the parties.  This letter agreement can only be modified by a written agreement duly signed by persons authorized to sign agreements on behalf of Licensee and Convatec.