Design Materials License
On January 30, 2020, the World Health Organization (“WHO”) declared the outbreak of Novel Coronavirus Disease (“COVID-19”) a Public Health Emergency of International Concern (“PHEIC”). On March 11, 2020, the WHO Director General declared COVID-19 a pandemic. To assist in the ability of governments and our health care system to respond to these unprecedented events and consistent with what the U.S. Food and Drug Administration stated in its April 2020 mask and ventilator guidance, General Motors LLC (“GM”) is making available this information to enable others to leverage their own expertise and resources to evaluate options for rapid face mask manufacturing.
The enclosed materials include: (i) design and manufacturing information, including the Bill of Materials and Bill of Process about the non-surgical mask (“Design Materials”). These terms apply to the Design Materials and their use for the Purpose (as defined below) only and not any other projects you may work on now or in the future with GM. In this license, “you” refers to the entity that has downloaded the Design Materials.
Design Materials License
1. Limited Term. This Design Materials License (the “Agreement”) is effective from the time you download the Design Materials until the earlier of (i) the final day the WHO’s PHEIC is in effect or (ii) October 1, 2022 (the “Term”).
2. Design Materials License. GM hereby provides you a non-exclusive, royalty-free, world-wide license to the Design Materials to use, make, have made, manufacture, have manufactured, donate, sell and have sold a face mask (“Your Mask”) in response to the COVID-19 pandemic (the “Purpose”). You are free to use, share, distribute, make available to others, publicly display, copy, modify, and build upon the Design Materials for the Purpose. GM is not providing any product, manufacturing, engineering or other technical support under this Agreement.
3. Revocability. GM cannot revoke this license during the Term as long as you follow the license terms.
4. Regulatory Approval. Your sale or distribution of Your Mask is conditioned on you obtaining all required regulatory approvals in each country or territory in which you plan to sell or distribute Your Mask, and you must comply with all applicable regulatory requirements in those jurisdictions.
5. Notices & Warning. You must provide a warning indicating that Your Mask was
created in response to the COVID-19 pandemic (an example is provided below). You must indicate if any changes were made to the Design, Materials, and describe the nature of such changes. You must retain all copyright, patent, trademark, and other proprietary notices in the Design Materials.
6. GM Trademarks. You are not authorized to use the General Motors Company name or the name of any affiliate of GM, or any of their respective logos or trademarks in connection with your activities or Your Mask, except as required by regulatory authorities and with the express written consent of GM which shall not be unreasonably withheld.
7. Modifications. If you modify, transform, improve or build upon the Design Materials (collectively, “Modifications”), you must make your Modifications available under a license that includes terms identical to the terms of this license. Everyone who receives the Design Materials receives a license from GM under the terms of this license. You may not apply legal terms or technological measures that legally restrict others from doing anything the license permits.
8. Limitation of Liability. You acknowledge that the Design Materials are being provided at no cost to you. GM does not assume any liability and has no responsibility for the payment of any damages, of any kind (including claims arising out of or related to product liability, negligence, failure to warn, warranty, use or inability to use, regardless of the legal theory on which any such damages or liability may be based and whether or not GM has been advised of the possibility of any such damages or liability), for Your Mask or any other mask manufactured by any participant or any other third party based on or derived from the Design Materials or the manufacture, sale, maintenance or support of Your Mask or any other mask by any participant or any third party. You hereby release GM and its affiliates of all such liability, damages and claims. The use of the Design Materials and the manufacture and sale of Your Mask is at your own expense and risk and is intended solely to assist with the public health and medical response to the COVID-19 pandemic.
9. No Warranties. No warranties with respect to the Design Materials are given and the Design Materials are offered on an as-is basis. GM makes no express, implied or statutory warranties regarding the Design Materials, their accuracy, functionality or any outcome or results from use of the Design Materials. GM does not warrant that accuracy or completeness of any of the Design Materials. GM disclaims the implied warranties of fitness for a particular purpose, merchantability, title and non-infringement. The license may not give you all of the permissions necessary for your intended use of the Design Materials. For example, regulatory permissions, quality management systems, patient safety factors, and other rights and regulatory prohibitions may limit how you use the Design Materials.
10. Indemnity. You hereby agree to indemnify, defend and hold GM and its affiliates, and their respective officers, directors, employees and agents, harmless from any and all claims, demands, proceedings, liabilities, damages, costs, expenses and fees arising out of or related to (i) your use or misuse of or inability to use the Design Materials; (ii) the manufacture, use, sale, import, maintenance or support of Your Mask; and (iii) any death or personal injury that directly or indirectly results from any use or misuse of or inability to use Your Mask.
11. Ownership. The enclosed Design Materials remain the property of GM. You do not have any ownership rights or exclusivity to any of the Design Materials.
12. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Michigan, USA, without regard to the conflict of laws principles thereof. Any suit involving this Agreement must be brought in state or federal court, as appropriate, within the boundaries of the Eastern District of Michigan, and the Parties waive any claim related to venue or lack of personal jurisdiction.
13. Miscellaneous. Should any portion of this Agreement be deemed to be unenforceable by a court of competent jurisdiction, the remaining portion hereof shall remain unaffected and be interpreted as if such unenforceable portions were initially deleted. Provisions which by their nature and intent should survive the expiration or termination of this Agreement shall so survive.
14. Survivability. Articles 8, 9, and 10, will survive the expiration or termination of this Agreement.