IMPORTANT: PLEASE READ
Thank you for your interest to the Hybridge Program. We look forward to supporting you and your practice with the Hybridge Full Arch Protocols. Due to the advanced, patent-pending processes covered in the course, it is necessary for each registrant to personally review and digitally sign this Hybridge Standard License Agreement in order to complete the registration process. Standard License Agreements submitted by anyone other than the actual registrant (course attendee) cannot be accepted. We appreciate your time and understanding and look forward to seeing you at the course!
HYBRIDGE IMPLANT SYSTEM - LICENSE AGREEEMENT
This Agreement (the “Agreement”) is effective, as of the Effective Date (“Today’s Date” under the “Entity Digital Signature” Section), by and between Hybridge LLC, a New York limited liability company, with an address of 111 Humboldt Street, Rochester, NY 14609, and the undersigned individual (“Dental Professional”). Capitalized terms used herein and not otherwise defined herein have the meaning given thereto in Section 1 below.
WHEREAS, Dental Professional is engaged in the practice of dentistry, including providing dental implants to patients;
WHEREAS, Hybridge has developed proprietary fixed full-arch bridge and dental implant systems and know-how (collectively the “Hybridge System”) that are marketed and provided to patients under Hybridge trademarks, stylized symbols, designs and names, including U.S. Patent and Trademark Office Registration No. 3439247, the tag line “The Revolutionary Dental Implant Technology ™", and the tag line “The Simple Way to a Lasting Smile TM” (collectively the “Hybridge Trademarks”); and
WHEREAS, Hybridge is the owner of copyrighted and patent pending dental procedures and protocols (“Hybridge Protocols”) exclusively prepared and developed by Hybridge for use with the Hybridge System and provides a copyrighted “Advanced Full Arch Techniques Course” (“Hybridge Course”) providing instruction on and teaching of the Hybridge Protocols;
NOW THEREFORE, Hybridge and Dental Professional have agreed that Dental Professional and any dental practice he is formally associated with or has a business interest in (collectively “Dental Practice”) may utilize the Hybridge System, Hybridge Protocols and Hybridge Trademarks (collectively the “Hybridge Intellectual Property”) and have the Dental Professional attend the Hybridge Course on behalf of the Dental Practice on the terms described herein.
1. LICENSE Hybridge hereby grants to Dental Practice, and Dental Practice accepts a limited, nonexclusive, nontransferable, personal license to the Hybridge Intellectual Property, during the term of this Agreement, for use with clinical patients (“License”).
2. HYBRIDGE COURSE
A. The Dental Professional shall complete and submit to Hybridge a program registration as found on www.hybridgenetwork.com to attend a Hybridge Course together with payment of any applicable course fee in effect at such time.
B. As part of the Hybridge Course, Hybridge shall provide the Dental Professional and the Dental Practice with copyrighted materials relating to the Hybridge Protocols and access to copyrighted videos, treatment plans, case planning tools, patient communication aids, and lab communication aids relating to the Hybridge Protocols (collectively the “Hybridge Materials”). Such Hybridge Materials may be amended, modified, or supplemented from time to time and Dental Professional and the Dental Practice agree to periodically access www.hybridgeedu.com or such other or additional Internet websites specified by Hybridge for updates of the Hybridge Materials.
C. Completion of the Hybridge Course does not imply, nor is it intended to indicate any type of certification to perform clinical diagnosis or procedures or any kind. Moreover, the Dental Practice acknowledges and agrees that attendance at a Hybridge Course does not guarantee that the Dental Practice will be sufficiently trained to clinically diagnose patients with respect to, or perform procedures related to the Hybridge System. The Dental Professional and Dental Practice acknowledge that the Hybridge Course has Program Approval for Continuing Education (PACE) certification from the Academy of General Dentistry, but it may not qualify for Continuing Dental Education (CDE) credits in the state where Dental Practice is licensed to practice dentistry.
3. USE OF HYBRIDGE POINT OF SALE MATERIALS
A. The Dental Practice may, in accordance with the terms set forth below, but is not obligated to, display and use Point of Sale materials provided by Hybridge, such as written materials, brochures, plaques, signs, DVDs, and window decals (collectively “Hybridge POS Materials”).
B. Hybridge has the right to charge the Dental Practice for the Hybridge POS Materials. Hybridge POS Materials may not be altered in any way without explicit written permission from the Hybridge.
C. Dental Practice agrees that the Hybridge POS Materials may only be used to communicate that the Dental Practice has completed the Hybridge Course and is authorized to offer to its patients the Hybridge System as a fixed, full-arch treatment option, and that it has the right to utilize the Hybridge Intellectual Property in accordance with the License granted under this Agreement.
D. Dental Practice further agrees that the Hybridge POS Materials may only be used within the Dental Practice’s office location(s) where a majority of fixed, full arch implant patient care utilizes the Hybridge System.
E. Hybridge may, in its sole discretion, request Dental Practice to cease displaying and/or using Hybridge POS Materials at any time. The Dental Practice will comply with such a request within ten (10) days of receiving written notification. The Dental Practice will also cease displaying and/or using Hybridge POS Materials upon termination of this Agreement.
4. DENTAL PRACTICE REPRESENTATIONS AND OBLIGATIONS.
A. The Dental Practice represents and warrants that: (a) the information provided in the Hybridge Course application submitted to the Hybridge is true, accurate and complete, (b) Dental Practice has an unrestricted license to practice dentistry from the appropriate governmental body in the state where its office(s) is (are) located and it is in good standing with respect thereto and permitted under such license to practice dentistry, (c) it will not use the Hybridge Intellectual Property and Hybridge POS Materials if its dental license expires, is not valid, or is revoked, or suspended (d) it has training and experience in the use of dental implants, (e) it has been engaged in the dental profession, including dental implants, for more than two (2) years prior to the date of this Agreement; and (f) it does not reasonably expect that the revenues it will realize from this Agreement, the License, and the use of the Hybridge System during the following twelve (12) months will exceed twenty percent (20%) of its gross revenues from professional dental services during such time period, and (g) this Agreement does not violate any laws or regulations of any government body or agency that applies to it.
B. Dental Practice shall (a) conduct business in a manner that reflects favorably at all times on Hybridge and Hybridge’s goodwill and reputation, (b) avoid deceptive, misleading, illegal and unethical practices in connection with use of the Hybridge Intellectual Property, and not make any representation, guarantee or warranty of any kind, with respect to the Hybridge System or the Hybridge Intellectual Property, except as authorized in writing by Hybridge.
C. Without limiting the foregoing, Dental Practice shall not use the Hybridge Intellectual Property (a) for any purpose other than in connection with the clinical use of the Hybridge System with patients, (b) to promote in any manner any other fixed bridge and dental implant systems or any similar goods and/or services, (c) with any promotion or marketing initiative outside of the interior of the Dental Practice’s physical office, including but not limited to advertising, videos, direct mail promotions, practice websites, digital marketing, search engine marketing, key word buys, and social media.
D. Dental Practice further agrees (a) not to use any names, marks or symbols that are confusingly similar to the Hybridge Trademarks and (b) not to register, buy, or otherwise possess any domain, URL or website name that directly or indirectly contains or is linked to the word "Hybridge" or any variation thereof.
E. Nothing hereunder shall be construed to require the Dental Practice to use the Hybridge System or Hybridge Intellectual Property. Notwithstanding the foregoing, if the Dental Practice uses or displays Hybridge POS Materials in its office location(s), offers the Hybridge System to a patient, or otherwise presents a treatment plan using the Hybridge Protocols or Hybridge Intellectual Property and the patient accepts the treatment, the Dental Practice agrees to purchase its full-arch fixed bridge and dental implants, abutments, bridges, components and devices for any and all such cases from a Hybridge approved and authorized vendor, including but not limited to vendors directly affiliated with Hybridge.
F. The Dental Practice acknowledges that the Hybridge is not a provider of medical, dental or health care services and does not and cannot practice medicine, dentistry or give advice with respect to these professions. Further, the Dental Practice acknowledges that the Hybridge Protocols and Hybridge System are not a substitute for the professional judgment of the Dental Practice. Accordingly, notwithstanding anything else herein to the contrary, the Dental Practice expressly agrees to use its own independent professional judgment in rendering dental services related to or arising from the use of the Hybridge System with its patients. The Dental Practice acknowledges that the Hybridge Protocols are to be utilized only as a guide, and that it has sole responsibility and liability for all decisions concerning the treatment of a patient using the Hybridge Protocols, including, but not limited to, clinical diagnosis, achievement of a desired outcome and/or the decision to move forward with treatment. The Dental Practice acknowledges that it shall determine the clinical plan and treatment of each patient for whom it employs the Hybridge Protocols and Hybridge System, including determining whether aspects of the Hybridge Protocols and Hybridge System are appropriate for a specific patient, use or application, diagnosis and treatment of the patient. Without limiting the foregoing, the Dental Practice expressly acknowledges and agrees that the Hybridge has not, does not and will not have or assume any control, influence, attempt to control or influence, or otherwise interfere with the exercise of the independent professional judgment of the Dental Practice with respect to the practice of dentistry, including anything related to or arising from the use of the Hybridge Protocols and Hybridge System. Accordingly, it is understood by the parties that Hybridge is not performing, and shall not, directly or indirectly, offer, undertake, or cause the Dental Practice to perform for any person an act or service which may constitute the practice of dentistry.
5. INTELLECTUAL PROPERTY AND CONFIDENTIALITY
A. Dental Practice acknowledges and agrees that Hybridge is the exclusive owner and rightful author of the Hybridge Intellectual Property and all derivative works thereof, and all patents, copyrights, trademarks, know-how and other proprietary rights therein are owned exclusively by Hybridge, and Dental Practice shall not have any interest in or claim thereto, except for the limited right to use the same pursuant to this Agreement and subject to its terms and conditions, and Dental Practice agrees that it will do nothing inconsistent with such.
B. Dental Practice shall cause the appropriate designation "TM", “SM” or the registration symbol "®" to be placed adjacent to all trademarks of Hybridge which are part of the Hybridge Intellectual Property and shall comply with all laws pertaining to trademarks or service marks.
C. Dental Practice shall not at any time use the Hybridge Intellectual Property to promote, market, sell, or offer for sale anything other than the Hybridge System, including, but limited to any other fixed full-arch bridge and dental implant systems or similar goods and/or services. Upon request by Hybridge at any time and from time to time, Dental Practice shall deliver to Hybridge a written statement signed by it wherein it shall certify whether the Dental Practice has at any time provided to patients the Hybridge System that includes any dental implant components or bridges that are manufactured, sold or otherwise provided by anyone other than Hybridge.
D. Dental Practice acknowledges and agrees that all Confidential Information (as defined below) provided to it by Hybridge shall be deemed to be confidential and proprietary information or data which is not readily ascertainable by proper means by parties not having legal rights thereto. Dental Practice agrees to hold, and to cause Dental Practice’s employees and agents, to hold all Confidential Information in confidence, not to make use thereof, and not to release or disclose such material or information to another party except to the extent such disclosure is reasonably necessary in complying with applicable law or governmental regulations, provided that if the Dental Practice is required to make any such disclosure of Confidential Information, it will first give reasonable advance notice to the Hybridge of such potential disclosure and, will use its best efforts to secure confidential treatment of the Confidential Information prior to its disclosure. "Confidential Information” means any and all materials or information of any kind provided by Hybridge to Dental Practice, in whatever form, that is provided or disclosed to Dental Practice, including but not limited to all such materials or information pertaining to the marketing, promoting and selling of the Hybridge System, unless Dental Practice can show, by written record, that the item: (a) at the time of disclosure is generally known to the public or, after disclosure, becomes generally known to the public other than through fault of the Dental Practice or its employees or independent contractors or agents; (b) is already in the Dental Practice's possession at the time of disclosure, and was not impermissibly acquired directly or indirectly from the disclosing party; (c) was later received on a non-confidential basis from a third party having the right to impart such information; or (d) is independently developed by someone not having knowledge of or access to any of the material or information.
6.TERM AND TERMINATION
A. The Agreement and the License shall terminate as follows: a) Upon written notice by Hybridge to Dental Practice upon the occurrence of any of the following: (i) if after ten (10) days prior written notice to Dental Practice, Dental Practice fails to pay any amounts due Hybridge hereunder when required, or has failed to cure any other breach of this Agreement by Dental Practice, (ii) if any use of any Hybridge Intellectual Property or Hybridge POS Materials violates any law, rule, regulation or code of conduct of any state dental board or similar body, or (iii) Dental Practice at any time provides to patients a Hybridge System that includes any dental implant components or bridges that are manufactured, sold or otherwise provided by anyone other than as approved or authorized by Hybridge or Dental Practice fails to provide the certificate provided in the last sentence of Section 5.C. upon request by Hybridge. b) Non-compliance by Dental Practice with the provisions of the License Agreement. c) Upon thirty (30) days advance written notice by either party.
B. Any termination of the Agreement and License shall be without prejudice to any other legal or equitable remedies to which Hybridge may be entitled by reason of such rights. Dental Practice shall reimburse Hybridge for all legal fees, costs and expenses incurred by Hybridge to enforce the terms of this Agreement against Dental Practice, including collection of any amounts due to Hybridge hereunder. All rights and remedies of Hybridge hereunder shall be cumulative and without limitation.
C. Upon termination of the Agreement and License, Dental Practice agrees to immediately discontinue all use of the Hybridge Intellectual Property and Hybridge POS Materials, and, at Hybridge’s election, either return or destroy any of such in its possession.
D. Dental Practice agrees that during the Agreement and License and for a period of three (3) years after the termination of the Agreement, neither it, nor any entity which either of them separately or together own, control or in which they otherwise have a financial interest of any kind, shall advertise or promote the availability of dental implant protocols for dental implant systems for similar prosthetic solutions as the Hybridge System except for any such protocols that were available to, and being used by the general public prior to the date of the License Agreement.
E. Upon termination of the Agreement and License, Dental Practice agrees that it shall not in any way disparage Hybridge or Hybridge, LLC or take any action that would adversely affect the goodwill of Hybridge or Hybridge, LLC.
A. Hybridge shall indemnify, defend and hold harmless Dental Practice and each of its shareholders, officers, directors, employees, agents and representatives from and against any and all out-of-pocket liabilities, damages, costs, fees and expenses, including reasonable attorneys fees, to the extent arising out of or resulting from or pertaining to Dental Practice's use of the Hybridge Intellectual Property or Hybridge POS Materials that violate the rights of a third party, provided such use by Dental Practice complies with this Agreement and Hybridge ’s written trademark standards and requirements.
B. Dental Practice shall indemnify, defend and hold harmless Hybridge and their respective members, managers, employees, agents and representatives from and against any and all claims, causes of actions, damages, injuries, suits, losses, debts, liabilities, obligations, damages, costs, fees and expenses of every kind and description or nature whatsoever, including reasonable attorneys fees, arising out of or resulting from or pertaining to Dental Practice’s failure to perform or comply with the terms of this Agreement.
A. Relationship of Parties. The relationship of the parties hereunder is that of independent contractors and nothing in this Agreement is intended to, nor shall be construed to, create a partnership, agency, franchise, joint venture, employment or similar relationship.
B. Assignment. This Agreement is personal to the Dental Practice and Dental Practice agrees not to assign or transfer this Agreement or any right or interest contained herein without the prior written consent of Hybridge. Any attempted assignment by Dental Practice without such prior written consent shall be void and shall constitute a breach of the obligations of Dental Practice hereunder. This Agreement may be assigned or transferred by Hybridge at any time without notice to or the consent of Dental Practice, and the assignee of Hybridge shall be entitled to all of the same rights, privileges and obligations as Hybridge is entitled and subject to here under. Upon the effectiveness of any such assignment, Hybridge shall no longer be a party hereto and shall be released from any obligations or commitments under this Agreement.
C. Notices. All notices and other communications hereunder shall be given in writing and shall be deemed to have been duly given and effective (a) upon receipt, if delivered in person, (b) one (1) day after deposit prepaid for overnight delivery with a national overnight express delivery service, or (c) three (3) days after delivery by e-mail. The mailing address of Dental Practice shall be such address that Dental Practice may advise Hybridge in writing. All notices shall be effective upon receipt.
D. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of laws. Any case, controversy, suit, action, or proceeding arising out of, in connection with, or related to, this Agreement shall be brought in any federal or state court located in Monroe County, New York. Dental Practice hereby irrevocably consents to the jurisdiction and venue of such courts.
E. Entire Agreement, Modification, Amendment, Supplement, or Waiver. This Agreement and the License Agreement constitutes the entire agreement with respect to the subject matter hereof and thereof, and supersede all previous agreements, promises, representations, understandings, and negotiations, whether written or oral. In the event of any conflict between this Agreement and any other agreement between Dental Practice and Hybridge or affiliated companies of Hybridge, this Agreement shall control. For avoidance of doubt, the two agreements shall be enforced as though they are integrated agreements. Except as provided below, no modification, amendment, supplement to or waiver of this Agreement or any of its provisions shall be binding upon the parties hereto unless made in writing and duly signed by both of the parties to this Agreement.
F. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to the law, such provision shall be changed by the court and interpreted so as to best accomplish the objectives of the original provisions to the fullest extent allowed by the law and the remaining provisions of this Agreement shall remain in full force and effect.
G. Equitable Relief and Attorneys Fees. Dental Practice acknowledges that Hybridge will be irreparably harmed in the event of a breach or threatened breach of this Agreement by Dental Practice. Accordingly, Dental Practice agrees that notwithstanding anything contained herein to the contrary, Hybridge may commence an action to obtain equitable relief to prevent such breach or threatened breach and that in such event Hybridge shall be entitled to a temporary restraining order, preliminary injunction and permanent injunction without the necessity of posting a bond, and to specific performance. In the event Hybridge commences a legal action to enforce the provisions of this Agreement against Dental Practice, it shall recover from them its costs and expenses of such litigation, including, but not limited to, its attorney’s fees.
H. No Waiver. No action of Hybridge, other than express written, signed waiver may be construed as a waiver of any part of this Agreement, and no employee of Hybridge is authorized to make an oral waiver.
I. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to constitute an original of the same Agreement and all of which together shall constitute a single agreement.
IN WITNESS WHEREOF, the Parties intending to be legally bound hereby digitally sign this Agreement as of the date under the “Entity Digital Signature” upon clicking the “I Agree & Digitally Sign” button.