HomeMy WebLinkAbout20110727 RESOLUTION
RE: APPROVE NON-EXCLUSIVE LICENSE AGREEMENT FOR "HEALTHY YOU:
WEIGHT MANAGEMENT AND MINDFUL EATING PROGRAM" AND AUTHORIZE
CHAIR TO SIGN - COLORADO STATE UNIVERSITY RESEARCH FOUNDATION
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with a Non-Exclusive License Agreement for
the "Healthy You: Weight Management and Mindful Eating Program" between the County of
Weld, State of Colorado, by and through the Board of County Commissioners of Weld County,
on behalf of the Department of Human Resources, and the Colorado State University Research
Foundation, commencing February 3, 2011, with further terms and conditions being as stated in
said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a
copy of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
Weld County, Colorado, that the Non-Exclusive License Agreement for the "Healthy You:
Weight Management and Mindful Eating Program" between the County of Weld, State of
Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the
Department of Human Resources, and the Colorado State University Research Foundation be,
and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said agreement.
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3 c)8-1) PE0029
NON-EXCLUSIVE LICENSE AGREEMENT FOR "HEALTHY YOU: WEIGHT MANAGEMENT
AND MINDFUL EATING PROGRAM" - COLORADO STATE UNIVERSITY RESEARCH
FOUNDATION
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 16th day of March, A.D., 2011.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: 11
chair
arbara Kirkmey er, hair
Weld County Clerk to i88. t,'% ,0 9L t'-y
— % Sean P. , Pro-Tem
BY: .� t J,.r.. t% 1- j C —7
Deputy Clerk to the Boa�Z
Iliam F. Gar
CAP.Pt O�D AS E M: Cw(11(i
David E. Long-
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Date of signature: — '
2011-0727
PE0029
Non-Exclusive License Agreement
This license agreement ("Agreement") effective as of this 3rd day of February, 2011 ("Effective
Date") is by and between the Colorado State University Research Foundation, a non-profit Colorado
corporation with principal offices at P.O. Box 483, Fort Collins, Colorado 80522 ("CSURF"), and Weld
County, a Colorado governmental office with principal address of 915 10th Street, Greeley, CO 80631
("Licensee").
WHEREAS, by agreement with the Colorado State University Systems ("CSU"), CSURF has the
exclusive right to license know-how relating to technology entitled, "Healthy You: Weight Management
and Mindful Eating Program", also known as CSU Technology # 11-054 ("Invention"), as identified in
Exhibit A, that it desires to have utilized in the public interest.
WHEREAS, Licensee desires to utilize the Invention and is willing to commit to developing and bringing to
market products or services exploiting the rights in the Invention.
NOW, THEREFORE, CSURF is willing to grant a license under its rights in the Invention in
accordance with the terms of this Agreement. In consideration of the following covenants and conditions,
the parties agree as follows:
1. Definitions
1.1 "Affiliate(s)" means any entity that directly or indirectly owns or controls, is owned or
controlled by, or is under common ownership or control with the Licensee. For the purposes of this
definition, "ownership" or"control" mean: (a) possession, or the right to possession, of at least fifty percent
(50%) of the voting stock of a corporation; (b) the power to direct the management and policies of the
entity; (c) the power to appoint or remove a majority of the board of directors; or (d) the right to receive
fifty percent (50%) or more of the profits or earnings.
1.2 "Confidential Information" means any information or materials disclosed by one party,
the disclosing party, to the other, the receiving party, identified in writing as confidential at the time of
disclosure or, if first disclosed orally or observed, identified as confidential at such time and confirmed in
writing within forty-five (45) days. Confidential Information does not include any information or material
that is: (a) already lawfully known to the receiving party at the time of disclosure (other than from the
disclosing party) as evidenced by receiving party's written records; (b) publicly known other than through
acts or omissions of the receiving party, or anyone that obtained the information or materials from the
receiving party; (c) disclosed to the receiving party by a third party who was not and is not under any
obligation of confidentiality; or (d) independently developed by employees of the receiving party without
knowledge of or access to the Confidential Information as evidenced by the receiving party's written
records.
1.3 "Field" means no-cost dietary and wellness education, as identified in Exhibit A.
1.4 "Licensed Product(s)" means any product, process, or service where the development,
manufacture, use, sale, or importation of which is, incorporates, uses, or is derived from, any Technical
Information.
1.5 "Sublicense" means the: (a) grant or other conveyance of any of the rights licensed
hereunder; (b) the agreement not to assert any of the rights licensed hereunder; and/or (c) granting of an
agreement not to practice any of the rights licensed hereunder; to any person or entity, including
Affiliates, by Licensee.
1.6 "Technical Information" means research and development information, materials,
Confidential Information, technical data, unpatented inventions, trade secrets, know-how and supportive
information owned and controlled by CSURF as of the Effective Date describing the Invention, its
manufacture and/or use, and selected by CSURF to provide to Licensee for use in or with the
development, manufacture or use of a Licensed Product. In the case of Technical Information provided
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2011-0727
by CSURF as: (i) materials, all derivatives of the materials made by Licensee are included within
Technical Information; and (ii) software or other copyrightable work, all derivatives of such work made by
Licensee are included within Technical Information.
1.7 "Term" means the period of time from the Effective Date until the date of termination of
use of the Technical Information as established by the notice provided to CSURF pursuant to Section 2.1,
License.
1.8 "Territory" means the geographic area identified as Weld County, as listed in Exhibit A.
2. Grant of Rights
2.1 License. Subject to the terms of this Agreement and Licensee's compliance therewith,
CSURF grants Licensee a non-exclusive, non-transferable license, limited to the Territory and the Field,
without the right to Sublicense, under the Technical Information to develop, make, have made, use, sell,
offer for sale, distribution and import Licensed Products. This Agreement confers no license or rights by
implication, estoppel, or otherwise under any patent applications or patents of CSURF or other
information or materials not listed on Exhibit A, regardless of whether these are dominant or subordinate
to the licensed rights.
2.1.1 CSURF has made Technical Information reasonably available on an "AS IS,
WHERE IS" basis and will transfer materials, if any, that are included within the Technical Information on
the same basis within ninety (90) days of the Effective Date. CSURF has no other obligation with respect
to the Technical Information. Nothing herein shall be construed as a sale of the Technical Information.
2.1.2 Licensee shall promptly notify CSURF in writing in the event it: (i) ceases to use
the Technical Information; and/or(li) create any derivative work of Technical Information.
2.1.3 Licensee agrees that it is not authorized and will not practice or have practiced
any patents of CSURF, and only Licensee will practice and have practiced the Technical Information in
compliance with the terms of this Agreement. Further and notwithstanding anything to the contrary,
Licensee agrees that CSURF has not granted any right to sell or offer for sale any subject matter other
than those specific Licensed Products for which Licensee has obtained and maintains its license
hereunder. Licensee acknowledges that it has thoroughly investigated the materials related to the
Technical Information and is satisfied that such information is accurate and complete
2.2 Reservation of Rights. CSURF reserves for itself and CSU: (a) the right to practice and
have practiced the Technical Information, including to use, have used, make, have made, transfer and
have transferred the Technical Information for all uses, including for non-profit research and development
and/or educational purposes including clinical trials and to publish thereon; and (b) all other right, title,
and interest not expressly granted in Section 2.1, License. This Agreement does not convey any rights,
titles or interests, including any license or rights by implication, estoppel or otherwise, in or to tangible or
intangible property rights that are not expressly identified in Section 2.1, License.
2.3 Federal Funding. Licensee understands that the Technical Information may have been
or may be in the future conceived or first actually reduced to practice with funding from the U.S.
government. All rights granted hereunder are limited by and subject to the rights and requirements of the
government which may attach as a result of such funding, including as set forth in 35 U.S.C. §§200 et al.,
37 C.F.R. §401 et al. (the "Bayh-Dole Act"). The terms of this Agreement shall be unilaterally amended as
required to comply with the Bayh-Dole Act. Licensee agrees to comply and enable CSURF and CSU to
comply with the provisions of the Bayh-Dole Act, including promptly providing to CSURF and CSU
information requested to meet its compliance requirements, and substantially manufacturing Licensed
Products, and products produced through the use of Licensed Products, in the United States.
3. Financial Terms.
3.1 License Fee. In consideration for the rights granted to Licensee under this Agreement,
and regardless of whether such rights are actively exercised by Licensee, Licensee shall pay to CSURF a
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nonrefundable, noncreditable license issue fee of Two Hundred Fifty Dollars ($250.00), and as set forth in
Exhibit A on or before the Effective Date of this Agreement.
3.3 Annual Royalty. Licensee shall pay to CSURF an up-front, annual royalty of One
Hundred Dollars ($100.00) per calendar year beginning January 2012, as set forth in Exhibit A.
3.4 Payments. All payments shall be paid in U.S. dollars to CSURF at the address
designated under Section 5.4, Notices. Any withholding taxes which Licensee is required by law to
withhold on remittance of the royalty payments shall be deducted from the royalty paid and Licensee shall
furnish CSURF with original copies of all official receipts for such taxes. Late payment shall bear interest
equivalent to the greater of the prime rate as published in the Wall Street Journal on the last day of the
period to which the payment relates plus 2% or the maximum percentage permitted under Colorado usury
law. Acceptance of late payments shall not negate or waive CSURF's right to seek any other remedy,
legal or equitable, to which it may be entitled. Waiver of, delay to, or failure to enforce any particular
payment requirement by CSURF does not extend by implication to any other, past or future, requirements
set forth in this Agreement.
4. Diligence
4.1 Commercialization Milestones. In partial satisfaction of its obligations to bring
Licensed Products to market, Licensee shall achieve commercial development performance milestones
as set forth in Exhibit B consisting of:
a. First class held through Weld County safety and wellness program, April 2011
Licensee shall promptly notify CSURF upon the achievement of the development milestone, and the
actual date of such achievement.
4.2 Diligence Reports. In addition to the report required under Section 5.1, below,
Licensee shall provide CSURF with annual reports within thirty (30) days of each January 1, describing in
detail: (a) as of that reporting period, all development and marketing activities for each Licensed Product;
(b)whether any classes have been held; and (c) an updated development plan for the next annual period.
CSURF shall have the right to audit Licensee's relating to development of Licensed Products to confirm
compliance with the terms of this Agreement.
4.3 Requirements. Licensee's failure to: (a) meet the development milestone; or (b) comply
with the Bayh-Dole Act shall, in each case, constitute a material breach of this Agreement.
5. Reports, Records, and Notices
5.1 Financial Reports. Licensee shall submit to CSURF semi-annual reports, due within
thirty (30) days of each January 1, setting forth a full accounting showing all amounts due to CSURF, the
calculation of such amounts on a Licensed Product-by-Licensed Product basis (stating the commercial
name of each Licensed Product), If no sales have occurred and no other payments are due, Licensee
shall submit a report so stating. Concurrent with the making of the report, Licensee shall remit the full
payment due.
5.2 Records. Licensee shall keep and maintain complete, accurate, and continuous records
regarding (a) any payments due hereunder; and (b) the development of Licensed Products as required
herein for a period of three (3) years following the end of the calendar year to which they pertain.
5.3 Audit. CSURF or its representative may, upon reasonable notice during normal
business hours, audit and copy the records kept by Licensee. Licensee shall take all steps necessary so
that CSURF may within thirty (30) days of its request review and copy all records at a single U.S. location.
Licensee may not make profit or receive income of any kind for the development, production of, use, sale,
offer for sale, or distribution of the Technical Information. Any amount found to have been earned, or
owed but not paid, prior to notice to Licensee of the audit shall be paid promptly to CSURF with interest
as provided under Section 3.5, Payments.
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5.4 Notices. All required communications under this Agreement shall be in writing, sent to
the party at its address or facsimile number below, or as otherwise designated by the party in accordance
with this provision, and duly given or made: (a) on the date delivered in person; (b) on the date
transmitted by facsimile, if confirmation is received; (c) three (3) days after deposit in the mail if sent by
certified U.S. mail postage prepaid, return receipt requested; and (d) one (1) day after deposit with a
nationally recognized overnight carrier service with charges prepaid.
If to CSURF: Colorado State University Research Foundation
Business Manager, Technology Transfer Office
P.O. Box 483
Fort Collins, Colorado 80522
Telephone: (970) 491 7100
Fax: (970) 484 0354
If to Licensee: Staci Datteri-Frey, MPH
Human Resources
Weld County Government
915 10th St.
Greeley, CO 80631
6. Confidentiality
6.1 Treatment of Confidential Information. Unless expressly provided herein, neither party
shall disclose, use or otherwise make available the other's Confidential Information during or for five (5)
years after the Term. Each party agrees to treat all Confidential Information of the other party with the
same degree of care it employs to protect its own confidential information, but in no case less than
reasonable care.
6.2 Right to Disclose.
(a) To the extent it is reasonably necessary to fulfill its obligations or exercise its
rights under this Agreement, Licensee may disclose Confidential Information of CSURF to its consultants
and subcontractors on the condition that each such entity agrees in writing: (i) to maintain Confidential
Information for at least as long as and to the same extent as Licensee is required; and (ii) it is permitted to
use the Confidential Information only to the extent Licensee is entitled to use the Confidential Information.
Licensee agrees not to directly or indirectly disclose, use, or transfer any Confidential Information to
CSURF's detriment or to the detriment of any rights held by CSURF or CSU.
(b) If law, regulation, or court order requires disclosure of any Confidential
Information, each party shall: (i) promptly notify the non-disclosing party; (ii) reasonably assist the
disclosing party to obtain a protective order or other remedy of disclosing party's election; (iii) provide
disclosing party prior review of any disclosure; (iv) only provide that portion of the Confidential Information
that is legally required; and (v) make reasonable efforts to obtain reliable assurance that the Confidential
Information shall be maintained in confidence.
6.3 Confidentiality of Agreements. Except as otherwise required by law, the specific
financial terms of this Agreement, but nothing else, including the existence and Field, shall be
Confidential Information. CSURF shall have the right to disclose Confidential Information to CSU and
their respective counsel, and as necessary to meet its compliance and reporting obligations.
6.4 Injunctive Relief. Given the nature of the Confidential Information and the competitive
damage that would result to the party upon unauthorized disclosure, use or transfer of their Confidential
Information to any third party, the parties hereto agree that monetary damages would not be a sufficient
remedy for any breach or threatened breach of this Section 6. In addition to all other remedies, a party
shall be entitled to specific performance and injunctive and other equitable relief as a remedy for any
breach or threatened breach of this Section 6 without the obligation to show actual damages.
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7. Intellectual Property Management
7.1 Responsibility. The filing, prosecution, maintenance, and defense of the Technical
Information shall be the exclusive right and at the sole discretion of CSURF. CSURF shall keep Licensee
informed and provide Licensee an opportunity to advise and comment thereon. CSURF will consider all
prosecution actions reasonably recommended by Licensee related to the Field that would not limit,
narrow or compromise the intellectual property rights as determined by the counsel of CSURF.
8. Representations, Warranties and Disclaimers
8.1 Representations and Warranties. Licensee warrants and represents that:
(a) it is and shall be at all times during the Term a valid legal entity existing under the
law of its state of organization with the power to own all of its properties and assets and to carry on its
business as it is currently being conducted;
(b) the execution and delivery of this Agreement has been duly authorized and no
further approval, governmental or otherwise, is required in order to execute this binding agreement;
(c) it shall comply with any applicable international, national, or local laws and
regulations in its performance under this Agreement;
(d) it shall use its best efforts to diligently pursue the development, manufacture, and
sale of Licensed Products in the Field throughout the Term; and
(e) it now maintains and will continue to maintain throughout the Term and beyond
insurance coverage as set forth in Section 9.3.
8.2 Disclaimers. NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY,
EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE NOT EXPRESSLY SET FORTH IN THIS
SECTION 8. EACH PARTY EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND
WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE;
COURSE OF DEALING, USAGE OR TRADE PRACTICE; WITH RESPECT TO THE SCOPE, VALIDITY
OR ENFORCEABILITY OF THE TECHNICAL INFORMATION; OR THE NONINFRINGEMENT OF THE
MANUFACTURE, USE, SALE, OFFER FOR SALE, DISTRIBUTION, OR IMPORTATION OF THE
LICENSED PRODUCTS. IN NO EVENT SHALL CSURF BE LIABLE FOR LOSS OF PROFITS, LOSS
OF USE, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES.
NOTHING SHALL LIMIT CSURF'S REMEDIES OR ABILITY TO RECOVER DAMAGES, INCLUDING
INCREASED DAMAGES FOR WILLFUL INFRINGEMENT, IN THE EVENT CSURF ASSERTS ITS
INTELLECTUAL PROPERTY RIGHTS.
8.3 Prohibition Against Inconsistent Representations. Licensee will not make any
statements, representations or warranties, or accept any liabilities or responsibilities whatsoever which
are inconsistent with the terms of this Agreement.
9. Indemnification and Insurance
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9.1 Indemnification. Licensee shall indemnify CSURF, CSU, and their respective affiliates,
officers, directors, employees, students, representatives, independent contractors, agents and
consultants ("CSURF Indemnitees") from and against claims, losses, damages, and/or liability of
whatsoever kind or nature, as well as all costs and expenses, including, reasonable attorneys' fees,
arbitration and court costs which arise or may arise at any time, but only to the extent arising out of or in
connection with: (a) Licensee's practice of any right granted herein, Licensee's breach of any term of this
Agreement, and/or Licensee's manufacture, sale, offer for sale, distribution, importation, or use of
Licensed Products, or any act or omission of gross negligence or willful misconduct by Licensee; and/or
(b) the death of or injury to person(s) or out of any damage to property caused by Licensee or Licensee's
use of the Invention, Confidential Information, or Technical Information.
9.2 Procedure. CSURF shall notify Licensee of any claim or suit giving rise to Licensee's
obligations under this Section 9 and permit Licensee to assume sole direction and control of the defense
of the claim with counsel acceptable to CSURF, including the right to reasonably settle such action in its
sole discretion, provided that such settlement does not impose any material obligation on or make any
admission of fault by CSURF Indemnitees (including compromising intellectual property protection).
Provided CSURF is reimbursed by Licensee within thirty (30) days receipt of each invoice, CSURF
Indemnitees will reasonably cooperate as requested, at the expense of Licensee, in the defense of the
action. CSURF Indemnitees may participate in the defense or prosecution of any claim with counsel of its
choice at its own expense.
9.3 Insurance. Licensee shall continuously maintain at its own expense sufficient insurance
levels throughout the Term and beyond, subject to applicable laws limiting coverage requirements if any,
to assure its obligations under this Agreement, including to CSURF Indemnitees. Evidence of adequate
insurance coverage shall be provided upon request and Licensee shall provide CSURF with at least thirty
(30) days prior written notice of any change in or cancellation of the insurance coverage.
10. Expiration and Termination
10.1 Expiration. This Agreement shall expire at the end of the Term unless earlier terminated
in accordance with the provisions set forth in this Agreement.
10.2 Termination by Either Party.
(a) Either party may terminate this Agreement if the other party commits a material
breach of this Agreement and fails to remedy such breach within thirty (30) days after receiving written
notice thereof.
(b) This Agreement shall immediately terminate if the other party enters liquidation,
has a receiver or administrator appointed over any assets related to this Agreement, makes any voluntary
arrangement with any of its creditors, or ceases to carry on business, or files for bankruptcy or if an
involuntary petition is filed against Licensee, or any similar event under the law of any foreign jurisdiction.
This Agreement cannot be assumed or assigned by Licensee, any trustee acting on behalf of the assets
of Licensee, or otherwise.
10.3 Termination by Licensee. Licensee may terminate this Agreement without cause at any
time upon thirty (30) days' prior written notice to CSURF that includes an explanation of its reasons for
electing to terminate this Agreement.
10.4 Termination by CSURF. CSURF does not license its rights to entities that bring suit
against CSURF or CSU. CSURF may immediately terminate this Agreement if Licensee directly or
indirectly brings any action or proceeding against CSURF or CSU unless such suit is for an uncured
material breach of this Agreement by CSURF. In the event CSURF is a prevailing party in such suit,
Licensee agrees to promptly reimburse CSURF for all costs and expenses including reasonable
attorneys' fees and court costs associated therewith at the conclusion of such action.
10.5 Surviving Rights and Obligations. The termination or expiration of this Agreement
does not relieve either party of its rights and obligations that have previously accrued. Rights and
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obligations that by their nature prescribe continuing rights and obligations shall survive the termination
and expiration of this Agreement. Upon the earlier of termination or expiration of this Agreement, all
rights granted immediately revert to CSURF, Licensee agrees not to practice or have practiced the
Technical Information, and all Confidential Information of the other party shall be returned or destruction
certified, at the disclosing party's election. Licensee shall provide an accounting for and pay, within thirty
(30) days of termination or expiration, all amounts that have accrued up to the date of such expiration or
termination.
11. Miscellaneous Provisions
11.1 Governing Law and Venue. This Agreement shall be governed by the laws of the state
of Colorado, without regard to any choice-of-law provisions, and any and all disputes arising hereunder
shall be resolved in the courts of the State of Colorado. Any litigation or arbitration rising out of or relating
to this Agreement that is not barred by sovereign immunity shall be conducted by a court of competent
jurisdiction in the state of Colorado. Licensee agrees to avail itself of such courts. Nothing herein shall be
construed as a waiver of sovereign immunity.
11.2 Severability. The provisions of this Agreement are severable, and if any provision of this
Agreement is determined to be invalid or unenforceable under any controlling body of law, such invalidity
or non-enforceability shall not in any way affect the validity or enforceability of the remaining provisions or
enforceability of those terms in any jurisdiction where they are valid and enforceable. The parties desire
the terms herein to be valid and enforced to the maximum extent not prohibited by law, regulation or court
order in a given jurisdiction and as such, any invalid or unenforceable terms will be reformed by the
parties to effectuate the intent of the parties as evidenced on the Effective Date.
11.3 Export Controls. It is understood that CSURF is subject to U.S. laws and regulations
controlling the export of technical data, computer software, laboratory prototypes, and other commodities
that may require a license from the applicable agency of the U.S. government and/or may require written
assurances by Licensee that it will not export data or commodities to certain foreign countries without
prior approval of such agency. CSURF does not represent that a license is required nor that, if a license
is required, it will be issued.
11.4 Assignment. Without the written consent of CSURF, Licensee may assign, delegate or
otherwise transfer this Agreement only to the assignee or transferee of its entire business or of that part
of its business to which this Agreement relates. CSURF may assign or transfer this Agreement,
Technical Information, its obligations and/or benefits hereunder without the consent of Licensee. This
Agreement shall be binding on and inure to the sole benefit of the parties and their permitted successors
and assigns. Any assignment, delegation or transfer in contravention herewith shall be null and void.
11.5 Use of Names. Licensee shall not use the names, trademarks, or any adaptation of any
names or trademarks of CSURF, CSU, or any of their respective employees without prior written consent
in each separate case, except that the parties may state that Licensee is licensed under the Technical
Information. By entering into this Agreement, CSURF does not directly or indirectly endorse any product
or service provided, or to be provided, by Licensee whether directly or indirectly related to this
Agreement. A party may issue a press release or other form of public announcement regarding the
execution of this Agreement only after the other party has given its written approval, provided that such
approval will not be unreasonably withheld.
11.6 Independent Contractors. Nothing contained in this Agreement shall place the parties
in a partnership, joint venture or agency relationship and neither party shall have the right or authority to
obligate or bind the other party in any manner other than explicitly described herein.
11.7 Entire Agreement. This Agreement, including its Exhibits, constitutes the entire
agreement between the parties with respect to the subject matter and supersedes all prior
communications, agreements or understandings, written or oral. Any amendment to this Agreement must
be in writing and signed by both parties. The delay or failure to assert a right or to insist upon compliance
with any term or condition of this Agreement shall not constitute a waiver of that right or excuse a similar
subsequent failure to perform any such term or condition. A valid waiver must be executed in writing and
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signed by the party granting the waiver. Each party acknowledges that it was provided an opportunity to
seek advice of counsel and as such this Agreement shall not be strictly construed for or against the
drafter.
The parties execute this Agreement in one or more counterparts, each of which shall be deemed
an original but all of which taken together constitute one and the same instrument. Each individual
executing this Agreement on behalf of a legal entity does hereby represent and warrant to each other
person so signing that he or she has been duly authorized to execute this Agreement on behalf of such
entity.
Colorado Sta ' rsit Research Foundation Licensee i
C:_9
Signature:C-7Z� /`): f2Ltr-c
Name: _ Name: Barbara Kirkmeyer
Title: - -v\[Vk---- - i2ff_irc.t Title: Chair, Board of Weld CountyCommissioner:
Date: —3) z1 V At Date: 3-16-2011
8
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EXHIBIT A
Invention:
"Healthy You: Weight Management and Mindful Eating Program", known as CSU Technology# 11-054.
CSURF shall transfer a zip drive with the Confidential and Technical Information to Licensee upon
execution of the Agreement. Contents of such zip drive shall include:
• An Introduction and descriptions/material for 10 classes
Field of Use:
Non-exclusive right to make, use, and sell Licensed Product(s) for no-cost dietary and wellness education.
Territory: Weld County
License Issue Fee: $250.00
Annual Royalty: $100.00
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EXHIBIT B
Development Plan:
Classes would be taught by a registered dietitian ("R.D.") and taught in a group format. Participants will
also be asked to have a pre and post session individually with the R.D. Class size is anticipated to be 15-
20 participants at a time in order to provide quality instruction. The materials would be provided to the
participants with each class. There is no charge for the classes. "Points" may be offered that participants
accrue over the course of the year that will earn them money back on their health insurance.
Commercialization Milestones: In reference and in addition to diligence as described in Section 4.1,
a. First class held through Weld County safety and wellness program, April 2011
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COLORADO'CAVIL UNIVERSITY (970)482-2916 Fax: (970) 484-0354
u1Fwc ,n
RESEARCH FOUNDATION
March 24, 2011
Attn: Clerk to the Board
Office of Weld County Commissioners
915 10th Street
Greeley, CO 80632
Re: Fully Executed Non-Exclusive License Agreement--Weld County and CSU Research Foundation (CSURF)
Dear Clerk to the Board,
Enclosed, please find a fully executed original License Agreement between Weld County and CSURF to
keep for your records. I've also enclosed an invoice for payment, per the terms of the license.
If you have any questions or concerns, please contact us. Thank you.
Best Regards,
^//pZ
Sq
Gena Stokes
Assistant
Technology Transfer Office
Enclosures
I COLORADO SPATE CNIVCRSITY (970) 482-2916 Fax: (970)181-0351
Cs� RESEARCH FOUNDATION
I? BOX
83
FORT COI I INS,COLORADO 80522
INVOICE
Date: 03/23/2011
Invoice #: 1011T129
Reference: 2397 / 11-054
To: Human Resources
Weld County Government
915 10th St.
Greeley, CO 80631
Due Date Upon Receipt
Per the terms of Article 3, Section 3.1 of the License Agreement between CSURF and
Weld County, Colorado please remit your check, payable to CSURF, in the amount of
$250.00 for the License Fee referenced in the Agreement.
TOTAL AMOUNT DUE: $250.00
Please send your check to: CSURF
P.O. Box 483
Fort Collins, CO 80522
Or, please send by wire transfer to:
BANK: FIRST NATIONAL BANK
FORT COLLINS, COLORADO
ABA ROUTING NUMBER: 107000262
ACCOUNT NUMBER: 00 9050 1
ACCOUNT NAME: CSURF
INSTRUCTIONS: PHONE ADVICE TO JULIE BIRDSALL AT
970-482-2916
Thank you.
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