LICENSE AGREEMENT
This Agreement, made today, is by and between the Florida Medical Association, Inc., (Hereinafter referred to as 'FMA') and your organization
(Hereinafter referred to as 'Licensee').
WHEREAS, the FMA possesses lists of members, available in Electronic Data File Format and/or pressure sensitive labels depending on the quantity ONLY.
WHEREAS, Licensee wishes to avail itself to such electronic data files and/or pressure sensitive labels.
NOW, THEREFORE, and in consideration of the mutual covenants herein, the parties agree as follows:
1. Licensee shall utilize the electronic data file and/or pressure sensitive labels for its own internal purposes.
2. Licensee may not reproduce market or otherwise distribute said electronic data file and/or pressure sensitive labels without the prior expressed written consent of the FMA.
3. Licensee acknowledges that any electronic data file and/or pressure sensitive labels are the exclusive property of the FMA and agrees to indemnify and hold harmless the FMA for the diminution of value of said electronic data file and/or pressure sensitive labels caused by Licensee's unauthorized use of said electronic data file and/or pressure sensitive labels and for damages resulting from and including but not limited to, any business opportunity lost to the FMA as a result of Licensee's unauthorized use of said electronic data file and/or pressure sensitive labels.
4. This Agreement shall be governed and construed according to the laws for the State of Florida.
5. This Agreement is not assignable by either party without the other parties' prior written consent, which consent shall not be unreasonably withheld.
6. The parties agree that no waiver of any breach, privilege or provision shall be construed as waiver of any future breach, privilege or provision.
7. No amendment to this Agreement shall be effected unless it is in writing and signed by the authorized corporate officers of both parties.
8. This agreement constitutes the entire agreement between the parties concerning the subject matter herein, and all prior representations, statements, negotiations, and undertakings are superseded or restated herein. There are no oral agreements.
9. This Agreement is nonexclusive.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day, month, and year written above.