License Agreement

This License Agreement (this "Agreement") is entered into by and between Calla Clinic LLC, an Indiana limited liability company d/b/a Calla Collaborative Health ("CCH") and agency named below (the "Customer") on date named below (the "Effective Date" WHEREAS, Customer desires to license and use Calla Curriuclums for Substance Use Disorder's Get S-M-A-R-T Curricula (specific programs names below) (the "Curriculum"), and CCH desires to grant such license to Customer; and WHEREAS, the parties acknowledge that this is a license whereby Customer is limited in its use of the Curriculum, and such limitations form an essential part of this Agreement. NOW THEREFORE, in consideration of the mutual benefits and obligations contained herein, the receipt and sufficiency of which consideration is hereby acknowledged, the parties hereby agree as follows:

A. Grant of Limited License

1. Subject to the terms of this Agreement, CCH hereby grants to Customer a nonexclusive, nontransferable, limited license to use the Curriculum during the Term (as defined below) of this Agreement.

2. This limited license grant is solely for Customer's internal use. Such use by Customer is limited to the following use and circumstances:

a. To purchase and utilize the services and products of the Curriculum set forth in Addendum A;

b.To use the Curriculum and CCH's Confidential Information (as defined below) in connection with the treatment of Customer's patients; and

C.To allow only Certified Instructors (as defined below) to teach the Curriculum in classes.

3. CCH retains all rights to the Curriculum, and nothing in this Agreement shall be construed to limit CCH's rights with respect to the Curriculum.

4. The license granted by this Agreement shall be nonexclusive. CCH shall, at all times, have the right to license the use of the Curriculum to any other party at any other location, regardless of its proximity to the location of Customer. For the avoidance of doubt, this paragraph applies to any Customer using the program on-line with Virtual classes.

B. Representations and Warranties; Customer Agreement

1. The undersigned represent and warrant that each is an authorized signer with the power and authority to enter into this Agreement on behalf of each respective party.

2. Customer represents and warrants to CCH that it shall not use the Curriculum to develop a similar substance abuse program or system.

3. Customer acknowledges that CCH is the sole owner of the Curriculum and all material and information relating to the Curriculum, including any material and information subsequently revealed to Customer. Customer further acknowledges that all elements of the Curriculum are trade secrets or confidential information of CCH and as such are revealed to Customer in confidence solely for the purpose of enabling Customer to use the Curriculum under this Agreement. Such trade secrets and confidential information include, but are not limited to, Curriculum material, logos, trademarks, copyrights, participant packets, price lists, training manuals, policy manuals, sales- promotion aids, business forms, informational bulletins, and any other such similar information provided to it by CCH ("Confidential Information")

4. Customer represents and warrants that it shall not copy, replicate, duplicate, trademark, copyright, or in any way use such Confidential Information, or any other information identified by CCH as Confidential Information, other than under the terms of this Agreement. Customer agrees to use the same means as it uses to protect its own confidential information, but in no event less than reasonable means, to prevent the disclosure of the Confidential Information.

5. Customer acknowledges the validity of the Confidential Information identified above and acknowledges that it is the sole property of CCH. Customer shall use the Confidential Information only for as long as this Agreement remains in effect and only in connection with the Curriculum as specified in this Agreement. Customer shall not do anything, or aid or assist any other party to do anything, that infringes on, harms, or contests CCH's rights in its Confidential Information or inany other mark or name that incorporates any aspect of the full name of the Curriculum or any iteration thereof. Customer shall place CCH's Confidential Information only on products, packages, orother materials that Customer obtains from CCH or from any manufacturer designated by CCH.

6. Customer hereby acknowledges and agrees that it shall not sell or distribute materials from the Curriculum to any party, except to participants of Customer's classes as a tool for professional substance abuse treatment classes. Notwithstanding the foregoing, Customer is not entitled to charge additional fees to participants for any materials CCH has granted Customer the right to duplicate under this Agreement, including all workbooks for the Curriculum.

7. Except as allowed in Paragraph B.6., Customer shall not reveal any Confidential Information of CCH to any other person or entity. Customer shall not use the Confidential Information in connection with any other business or venture, or in any other capacity, during and after the term of this Agreement.

8. Customer shall promptly report to CCH any unauthorized use of CCH's Confidential Information. If requested by CCH, Customer will cooperate with CCH in precluding unauthorized use of CCH's Confidential Information, or any confusingly similar mark or indicia, at the sole expense of CCH.

C. Use of Customer Identifying Information

1. Customer may or may not grant CCH permission to use Customer's identifying information in its promotional and advertising materials by initialing one of the following options:

2. "Identifying Information" includes, but is not limited to, Customer's name, location, and logo.

3. CCH promotional and advertising materials include use of Identifying Information on websites, social media, and written materials meant to promote the Curriculum and CCH's other curriculums.

D. Term; Fee

1. The "Term" of this Agreement shall be set forth on Addendum A hereto.

2. Customer shall pay CCH the "Fee" set forth on Addendum A hereto.

3.Customer shall promptly pay for all goods and services provided by CCH in strict accordance with the payment and credit terms in this Agreement.

4. Customer acknowledges and agrees that CCH may change the amount of Customer's recurring monthly payment or the price for additional classes per month after providing Customer written notice at least thirty (30) days in advance of such a change. Such notice shall be mailed via first class mail or sent via electronic mail ("e-mail") to Customer at the address(es) Customer provides in this Agreement or to any updated address(es) of which Customer notifies CCH in writing.

E. Disclaimer of Warranty; Limitation of Liability

1. THE CURRICULUM IS PROVIDED UNDER THIS AGREEMENT ON AN "AS-IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THAT THE CURRICULUM IS A CURE FOR ADDICTION. THE ENTIRE RISK OF USE OF THE CURRICULUM IS WITH CUSTOMER. CCH DOES NOT REPRESENT THAT THE CURRICULUM WILL PROVIDE SUCCESSFUL TREATMENT FOR ANY PERSONS. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT, AND NO USE OF THE CURRICULUM IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.

2. UNDER NO CIRCUMSTANCES WILL CCH, ITS EMPLOYEES, OFFICERS OR DIRECTORS, AGENTS, SUCCESSORS, OR ASSIGNS BE LIABLE TO CUSTOMER UNDER ANY CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE), OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR COSTS, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR PATIENTS, ARISING OUT OF, OR RELATING IN ANY WAY TO, THE SUBJECT MATTER OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT WAIVER OF CONSEQUENTIAL AND OTHER DAMAGES REFLECTS THE ALLOCATION OF RISKS BETWEEN THEM AND FORMS AN ESSENTIAL PART OF THE BARGAIN.

F. Goodwill

1.Customer acknowledges that the Curriculum is a unique CCH tool, and Customer's use will help to establish and maintain the reputation and goodwill of the Curriculum and CCH. Customer further acknowledges that it is essential for all Customers to adhere to the uniform standards, procedures, and policies described in this Agreement to preserve the integrity of CCH's Confidential Information, reputation, and goodwill.

2. Customer acknowledges that the reputation and any goodwill that may arise from Customer's use of CCH's Confidential Information or the Curriculum is the exclusive property of CCH and shall inure to the sole benefit of CCH.

3.Customer shall take no action that would discredit, dishonor, or reflect adversely on or injure the reputation of CCH, the Curriculum, or Customer.

4. Customer will not use, display, publish, broadcast, or disseminate any advertising or promotional material related to the Curriculum unless the material has been approved in writing by CCH.

5. With CCH's written approval, Customer shall use, advertise, and promote the Curriculum, without the addition of any prefix, suffix, or any other name or names, except to the extent required by law or as otherwise directed by CCH. Customer shall not use the names "CCH," "Calla Collaborative Health," "Calla Clinic," "Get S-M-A-R-T," or any other of CCH's Confidential Information in, or as part of, Customer's agency, firm, or corporate name.

G. Training

1. Customer must have at least one (1) employee or independent contractor attend CCH's Curriculum training to become a "Certified Instructor." In order to be a Certified Instructor, such individual must be a licensed mental health or addictions professional with substance use experience, knowledge, and education.

2.All attendees of the Curriculum training must sign a contract outlining the limits and conditions of their certification, including the following:

a. A Certified Instructor cannot use any exercises or activities unique to the Curriculum in any other groups, classes, or counseling work with clients.

b. A Certified Instructor is not permitted to train or certify anyone else as a Certified Instructor; however Certified Instructors may share what he or she learned with staff and contractors at Customer's facilities in order to assist with classes.

C. A Certified Instructor is the only person qualified to instruct a Curriculum class.

d. Certified Instructor training shall be ongoing after the initial training course through phone assistance, consultation, and observation.

e.A Certified Instructor may not teach any Curriculum materials for any person or entity that is not also a CCH customer with a limited license to use the Curriculum.

3. Each Certified Instructor will be given the opportunity to give CCH permission to use their photographs and biographies for promotional and advertising purposes.

4. If Customer loses its Certified Instructor(s), then Customer must cease and desist use of the Curriculum until Customer once again has at least one (1) employee or independent contractor becomes a Certified Instructor.

5.Under no circumstances may anyone who is not a Certified Instructor use the Curriculum for any class or treatment program.

H. Assignment

1. This Agreement shall not be assigned by Customer. Any assignment of this Agreement shall constitute a breach of this Agreement and shall confer no rights or interest under this Agreement on any transferee, assignee, or other party. Each of the following actions is deemed an assignment of this Agreement:

a.Customer's sale, assignment, or transfer of this Agreement or any rights or interest under this Agreement;

b. Customer's pledge, encumbrance, or grant of any security interest in this Agreement or in any of the rights created by it;

C. The sale of Customer's interest in this Agreement at a judicial sale or any other proceeding to enforce the terms of any judgment, pledge, encumbrance, or security interest in this Agreement; or

d. The passing of Customer's interest in this Agreement by operation of law to any other party or parties.

2. This Agreement may be assigned by CCH to any entity that succeeds to the business of CCH as the result of any sale of assets, merger, or consolidation. This Agreement may also be assigned by CCH to CCH's members in connection with any distribution of the assets of CCH.

I. Termination; No Continued Use

1. Customer may terminate this Agreement at any time prior to midnight of the third (3rd) business day after the Effective Date. Such termination notice shall be signed and dated and then delivered in person to CCH at the address or sent to the CCH e-mail address listed herein from any Customer e- mail address on file with CCH. After this initial 3-day period, Customer payments and limited license will continue on a monthly basis until this Agreement is terminated by Customer or CCHin accordance with its terms.

2. CCH may terminate this Agreement with or without cause upon thirty (30) days written notice to Customer.

3. Either party may terminate this Agreement immediately upon written notice if the other party has breached a material provision of this Agreement and fails to cure that breach within five (5) days of written notice of the breach.

4.Notwithstanding the foregoing, CCH has the right to immediately discontinue providing services and materials for the Curriculum and seek all remedies at law or in equity if:

a.Customer has not paid any Fee due hereunder or under any other contract or agreement between the parties;

b. There is a change of ownership of Customer;

C. Customer relocates without updating contact information with CCH;

d. Customer (if an entity) is dissolved or ceases doing business;

e. Customer (if an individual) dies or becomes too disabled to continue to practice as a treatment provider;

f. Customer assigns any of its right or interest in this Agreement; or

g. Customer conducts any unauthorized use of CCH's Confidential Information or any CCH curriculum.

5. Customer may terminate this Agreement at any time, in good faith, by giving CCH written notice of the termination not less than thirty (30) days before the date of termination.

6. Any payments due under this Agreement prior to any termination's effective date will be charged as scheduled.

7. Upon termination of this Agreement for any reason, Customer shall cease and desist use of any and all services and products of the Curriculum.

J. Notices

1. All notices under this Agreement shall be in writing and shall be deemed given when (a) delivered personally; (b) five (5) days after being deposited in the United States mail, postage prepaid and addressed to the addressees set forth below or to such other address as each party may designate in writing; or (c) by e-mail communication upon confirmation that such e-mail communication has been received.

 

Calla Collaborative Health

Attn:  Lisa Werth

Lafayette Business Tower 133 N. 4th Street

Lafayette, IN 47901 lisa@callaccch.com

[CUSTOMER NAME] [CUSTOMER ADDRESS] [CUSTOMER E-MAIL ADDRESS]

K. Lawful Conduct; Inspection

1. Customer shall comply with all federal, state, county, and municipal laws, ordinances, and regulations affecting, either directly or indirectly, the use of the Curriculum.

2. Customer shall comply with all lawful and reasonable policies, regulations, and procedures of CCH in connection with the use of the Curriculum.

3. CCH and its authorized representatives, with respect only to the Curriculum and any related products, shall have the right to visit Customer's premises at all reasonable times to examine and audit Customer's records and to observe Customer's manner and method of use of the Curriculum. CCH shall have similar rights with regard to any of Customer's books, records, or inventory that are located outside the business premises to ensure Customer is not in violation of this Agreement.

L. Indemnification; Unauthorized Use

1. Customer shall indemnify and hold CCH harmless from all claims, loss, and damage arising from Customer's negligent conduct or use related to the Curriculum or arising from the acts or omissions

of Customer or of Customer's agents, employees, or contractors in connection with rendering of services with the Curriculum.

2. Following termination of this Agreement for any reason, Customer's continued use of the Curriculum shall be deemed a violation of this Agreement as well as all laws, statutes, regulations, and rules related to copyrights, trademarks, and intellectual property, and CCH will pursue all remedies available at law and in equity for such violations.

M. Arbitration; Class Action Waiver

1. No civil action concerning any dispute arising under this Agreement shall be instituted before any court. Instead, all such disputes shall be submitted to mediation in accordance with the Indiana Rules for Alternative Dispute Resolution. CCH and the Customer shall follow such mediation rules in good faith to settle any dispute.

2. If the parties are unable to reach a settlement in mediation, the dispute shall be submitted to final and binding arbitration to a single arbitrator agreed upon by CCH and the Customer. If the parties are unable to agree on a single arbitrator, then the parties shall each select one arbitrator, and these arbitrators shall select a third. If any selected arbitrator dies, resigns, or is otherwise unable to act as arbitrator, his or her successor shall be chosen in the same manner as the arbitrator so succeeded.

3. Arbitration shall be in accordance with the rules of the American Arbitration Association (or any successor organization) and in accordance with and subject to all the provisions of the Uniform Arbitration Act as in force in the State of Indiana.

4. The venue of mediation or arbitration shall be Tippecanoe County, Indiana.

5. In all arbitrations, (a) the arbitrator shall base the award and all other determinations upon the applicable principles of Indiana law; and (b) the prevailing parties shall be awarded all of their reasonable costs and attorneys' fees (including all such costs and fees arising out of any action or threatened action to avoid, appeal, or confirm this clause or the arbitrator's award

6. The parties agree that CCH may be irreparably damaged if this Agreement is not specifically enforced. Therefore, in addition to any award of damages, any such award may, in the discretion of the arbitrator, require specific performance of this Agreement. The arbitrator's award resulting from such arbitration may be confirmed and entered as a final judgment in any court of competent jurisdiction and enforced accordingly.

7. To the extent permitted under Indiana law, the parties agree that each may bring claims to arbitration against the other only in their individual capacity and not as a class member in any purported class or representative action. Unless the parties agree, no arbitrator may consolidate more than one person's or entity's claims or otherwise preside over any form of a representative or class proceeding.

8. Notwithstanding the foregoing, Customer also agrees that CCH may bring suit in court to enjoin infringement or other misuse of the Curriculum or the Confidential Information.

N. Miscellaneous

1. The provisions of this Agreement shall be binding upon the successors of the parties hereto in like manner as upon the original parties including, any successor party by merger, acquisition, or other transfer of ownership interests. Customer shall immediately notify CCH of any merger, acquisition, or transfer of ownership.

2. The relationship of the parties under this Agreement is that of independent contractors, and nothing in this Agreement is intended to, or should be construed to, give rise to any agency, joint venture, employment, or other relationship.

3. This Agreement shall be governed by the laws of the State of Indiana without regard to conflict of law provisions. The parties agree to the jurisdiction of the Tippecanoe County, Indiana state courts or, in the event of federal jurisdiction, the federal courts in Indiana.

4. Any provision of this Agreement which is invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof, and such invalidity or unenforceability shall not invalidate or render unenforceable such provision.

5. This Agreement, including any amendment hereto, may be executed in one or more counterparts,and by the different parties in separate counterparts, each of which when so executed and deliveredshall be deemed to be an original. All such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies thereof each signed by less than all, but together signed by all the parties hereto. Delivery of an executed counterpart of a signature page to this Agreement or amendment hereto by e-mail or facsimile shall be effective as delivery of a manually executed counterpart.

6. This Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. This Agreement may not be modified or amended except in writing signed by a duly authorized representative of each party. No other act, document, usage, or custom shall be deemed to amend or modify this Agreement.

7. All rights and remedies conferred on Customer or CCH by this Agreement and by law shall be treated as cumulative, so that the exercise or the failure to exercise any right or remedy shall not preclude the exercise of any other right or remedy.

8. Failure by CCH to take action on any default by Customer shall not constitute a waiver by CCH of that or of any other default by Customer. No express waiver by CCH of any provision or performance under this Agreement or of any default by Customer shall be construed as a waiver of any other or future provision, performance, or default.

9. Headings are for convenient reference only and shall not be construed as part of this Agreement to limit or define the meaning of any provision in the Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their duly authorized officers or representatives effective as of the Effective Date.

This Addendum A forms a part of that License Agreement (this "Agreement") dated below by and between Calla Clinic LLC d/b/a Calla Collaborative Health ("CCH") and 4C Health ("Customer")

The "Term" of this Agreement shall include the Initial Term and any Renewal Term, either automatic or by execution of an additional addendum to this Agreement.

The "Initial Term" of this Agreement shall initially be from the Effective Date of this Agreement to a year from that date. (March 1, 2024 to March 1, 2025)

This Agreement shall automatically extend for a period of one (1) year (a "Renewal Term"), at which time the annual fee will be paid again, unless either party provides notice of termination thirty (30) days prior to the end of the Initial Term or current Renewal Term.

The parties may, by execution of an additional Addendum, agree to an alternative Renewal Term. 

The Annual Licensing Option are optimal for agencies and institutions that are running programs regulalry (i.e.monthly). These options include more extensive products and services than CCH's other options. Once the Initial Annual Fee has been paid, all Collections include:

a. yearly electronic version(s) of the Curriculum Customer has purchased;

b. yearly updates to the purchased Curriculum, if any;

c. the Calla Crew Instructor Kit;

d. Participant Take Home Packets; and

e. Participant Record Packet in digital format. On-site support is not included, and would be billed at CCH's then-current hourly rate. Such hourly rate shall be disclosed to Customer before providing on-site support services.

 

 

Annual Fee $3,500 per program