Terms and Conditions

INTELLECTUAL PROPERTY LICENSE 

Confidentiality, IP & Restrictive Covenant Agreement

This Licensing, Confidentiality, IP and Restrictive Covenant Agreement ("Agreement") is made by and between the following parties: AMERICAN MARKET GARDEN LLC d/b/a MARKETGARDEN.AI, a Texas Limited Liability Company (the "Licensor") and [Doctor] ("Licensee"). This Agreement is effective as of the recorded date of Licensee's signature entering into this Agreement (the "Effective Date").

For good and valuable consideration, including but not limited to, Agreement with the Licensor, and access to the Licensor's business, and disclosure of Confidential Information, which would not be provided but for this Agreement, Licensee and the Licensor agree as follows:

1. Definitions. Capitalized terms not otherwise defined herein have the meanings stated in Addendum A to this Agreement.

2. Grant of License. Subject to the terms and conditions of this Agreement, Licensor grants Licensee a non-exclusive, non-transferable, revocable license to access and use the MarketGarden.AI software platform (the "Platform") for the purpose of creating and distributing personalized videos featuring a computer-generate version of Licensee's voice and visual likeness (the “Physician-Likeness”). Licensor aims to protect its confidential and proprietary information that will be shared with or made accessible to Licensee during this Agreement. This information pertains to Licensor's development of an AI-powered digital video production program designed to reduce medical office administrative burdens. The program will create videos featuring the Physician-Likeness, which may help physicians streamline their practice management. Licensor is committed to safeguarding this information to maintain its intellectual property rights and competitive edge in the market.

3. Licensor Obligations. Licensor warrants and represents the Licensee as follows:

3.1. Agreement Disclosure. Licensor is the creator and owner of the Intellectual Property described in this Agreement and represents and warrants that Licensee has provided the Licensor with a true and correct copy of all currently enforceable Agreements to which Licensee is a party which might preclude this Agreement. 

3.2. Licensor Services. Licensor shall provide Licensee with access to its video platform, which includes a library of pre-written video scripts on various medical topics. Licensee may review these scripts and approve them for video production as-is or request modifications. Once a script is approved, Licensor shall create a video based on the approved script, featuring a Physician-Likeness of Licensee. Licensee shall provide necessary materials, such as video and voice recordings of themselves, unless otherwise arranged, to enable Licensor to generate the Physician-Likeness. The completed videos shall be added to a video library accessible by Licensee for use in its medical office.

3.3. Access and Support. Licensor shall provide Licensee with access to the Platform and shall offer reasonable technical support to assist Licensee in using the Platform. 

3.4. Warranty and Disclaimer. Licensor shall maintain the Platform in good working order and shall implement reasonable security measures to protect Licensee's data. Except as expressly provided herein, the Platform is provided "as is" and Licensor disclaims all warranties, whether express, implied, or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.

3.5. Platform Maintenance and Support. Licensor shall use commercially reasonable efforts to maintain the Platform in good working order and to provide updates and enhancements from time to time. Licensor shall provide technical support to Licensee's authorized users during normal business hours and shall use commercially reasonable efforts to resolve any Platform failures or outages promptly. Planned maintenance outages shall be scheduled in advance during off-peak hours wherever possible. In the event of an unplanned outage, Licensor shall provide status updates to Licensee every 8 hours until the outage is resolved. Support requests shall be addressed within 3 business days.

3.6. Compliance. Both parties shall comply with all applicable laws and regulations in the performance of their obligations under this Agreement. The parties shall cooperate in good faith to address any state-specific requirements that may impact the use of the Platform or the distribution of Physician-Likeness videos. In the event that compliance with any state-specific requirements necessitates material modifications to the Platform or the Physician-Likeness videos, the parties shall negotiate in good faith to adjust the terms of this Agreement, including but not limited to the license fees, to account for the additional development and maintenance costs associated with such modifications.

4. Licensee Obligations.

4.1. Access and Use. Licensee shall be solely responsible for its access to and use of the Platform, including ensuring that such access and use complies with all applicable laws and regulations. 

4.2. Prohibited Uses. Licensee shall not (i) modify, copy, or create derivative works based on the Platform and/or any other of Licensor’s Intellectual Property; (ii) reverse engineer, disassemble, or decompile the Platform; or (iii) access the Platform to build a competitive product or service. 

4.3. Payment. Licensee shall pay Licensor the fees specified in Addendum B in accordance with the payment terms set forth therein.

5. Confidential Information.

5.1. Definition. "Confidential Information" of Licensor shall include Trade Secrets as defined in Tex. Civ. Prac. & Rem. Code § 134A.002, et seq. Confidential Information means all confidential, competitively valuable, non-public or proprietary information of Licensor that is conceived, made, developed or acquired by or disclosed to Licensee (whether conveyed orally or in writing), individually or in conjunction with others, during the period of this Agreement including: (i) technical information of the Licensor, including Physician-Likeness, computer programs, software, databases, data, ideas, know-how, formulae, compositions, processes, discoveries, machines, inventions (whether patentable or not), designs, developmental or experimental work, techniques, improvements, work in process, research or test results, original works of authorship, training programs and procedures, diagrams, digital animation, charts, business and product development plans, and similar items; (ii) information relating to the Licensor or any of its affiliates' businesses or properties, products or services (including all such information relating to corporate opportunities, operations, future plans, methods of doing business, business plans, strategies for developing business and market share, research, financial and sales data, pricing terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or acquisition targets or their requirements, the identity of key contacts within customers' organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names and marks) or pursuant to which the Licensor or any of its affiliates owes a confidentiality obligation; and (iii) other valuable, confidential information and trade secrets of the Licensor, its affiliates, its customers or other third parties. 

Moreover, all documents, videotapes, written presentations, brochures, drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, e-mail, voice mail, electronic databases, maps, drawings, architectural renditions, models and all other writings or materials of any type including or embodying any of such information, ideas, concepts, improvements, discoveries, inventions and other similar forms of expression are and shall be the sole and exclusive property of the Licensor or its other applicable affiliates and be subject to the same.  

5.2. Access to and Protection of Confidential Information. Licensor shall provide Licensee with access to Confidential Information as reasonably necessary for the performance of this Agreement, subject to the confidentiality obligations set forth herein. Both during and after the Agreement Period, Licensee shall: (a) Use Confidential Information solely for the Licensor's benefit within the scope of this Agreement; (b) Not retain, withhold, take, disclose, or use Confidential Information for any other purpose; (c) Protect and safeguard the Confidential Information as secret; and (d) Not circumvent this Agreement, interfere with, or diminish the value of any Confidential Information to the Licensor and/or any Affiliate. Notwithstanding the foregoing, Licensee and Licensor may disclose to third parties that Licensee is available to work with such third parties on Licensor's platform, provided that Licensee does not disclose any Confidential Information in connection with such availability and complies with all other provisions of this Agreement.

5.3. Notice and Cooperation. Licensee shall immediately notify Licensor of any unauthorized disclosure or use of Confidential Information by Licensee or any other person or entity of which Licensee becomes aware or reasonably suspects. Licensee shall cooperate fully with Licensor in protecting Licensor's rights regarding Confidential Information.

5.4. Return of Confidential Information. All Confidential Information shall remain the property of the Licensor and/or its Affiliates. Upon Licensor's request or the termination of this Agreement, Licensee shall promptly return all Confidential Information within Licensee's possession, custody, or control. Licensor shall have the right to review, inspect, copy, and/or confiscate Confidential Information during and after the Agreement Period.

5.5. Third Party Requests. If Licensee receives any request or demand to disclose Confidential Information by legal process or otherwise, Licensee shall promptly notify Licensor and provide a copy of such request if applicable. Licensor shall have the right to defend against the request in Licensee's name and stead.

5.6. Third Party Confidential Information. During the Agreement Period, Licensee shall not bring onto Licensor's premises or systems any confidential or proprietary information of any third party, except as necessary for the performance of this Agreement and consistent with Licensor's agreements with such third party, if any.

5.7. Acknowledgments. Licensee acknowledges that Confidential Information: (a) is valuable to Licensor and its Affiliates and contributes to their reputation, sales, and profits; (b) has been developed or acquired through considerable investment by Licensor and/or its Affiliates; (c) is protected by reasonable measures taken by Licensor and/or its Affiliates; and (d) includes non-public information about Licensor and/or its Affiliates.

6. Intellectual Property.

6.1. Ownership. Licensor retains all rights, title, and interest in and to the Platform, including all intellectual property rights therein. Licensee acknowledges that the license granted under this Agreement does not provide Licensee with title to or ownership of the Platform. All videos created by Licensor under this Agreement shall be the sole property of Licensor. Licensee is granted a limited, non-exclusive, non-transferable, non-sub-licensable right to use the personalized videos featuring Licensee's likeness solely in connection with Licensee's active subscription to Licensor's video platform. Licensee's right to use such videos shall terminate immediately upon the expiration or termination of Licensee's subscription.

6.2 License. Subject to Section 6.5 Licensor: (a) grants, transfers and assigns to the Licensee, for a period of one (1) year, the right to use Intellectual Property produced by Licensor created specifically for the Licensee's use; there is no license granted to the source code nor is licensee authorized to duplicate or re-license Intellectual Property to any other party or consumer. This License is not transferable to any other person or entity other than the Licensee named in this Agreement, including trustees in bankruptcy, receivers, or others who may become in charge of the assets of the Licensee upon insolvency.

6.3. Right of Publicity. Licensee grants Licensor the right to use Licensee's visual and voice likeness, as captured by Licensor and/or submitted to the Platform by Licensee, in the videos created through templates available on the Platform, for the purpose of creating personalized videos for Licensee's use. This right of use is limited to the creation and distribution of videos through Licensor's platform and shall not extend to any other use or distribution of Licensee's likeness without Licensee's prior written consent. This right shall survive the termination of this Agreement. 

6.4. Promotional Use. Licensor may create and use video clips featuring Licensee's visual and voice likeness for promotional purposes related to the Platform, including but not limited to advertisements, social media posts, and website content. Licensor shall obtain Licensee's prior written approval for any promotional use of Licensee's likeness.

6.5. License Fee. Licensor shall invest sums of capital for the research and development of the licensed intellectual property as may be necessary from time to time. Licensee shall pay Licensor the fees specified in Addendum B in accordance with the payment terms set forth therein.

6.6. Sub-licensing Rights. Licensor shall have the right to sublicense the use of videos featuring Licensee's likeness to third parties, provided that such sub-licensing is in connection with the promotion or use of Licensor's video platform. Licensor shall obtain Licensee's prior written approval in advance for any sub-licensing use of Licensee's likeness. Licensor shall be solely responsible for any revenue generated through sub-licensing and shall pay Licensee a sub-licensing fee specified in Addendum B in accordance with the terms set forth therein.

7. Restrictive Covenants. The restrictive covenants stated in this Section are independent of and severable from one another.

7.1. Non-Competition and Non-Solicitation. During the Term of this Agreement and for a period of one (1) year following termination, Licensee shall not, directly or indirectly: (a) engage in any business that competes with Licensor; (b) induce or attempt to induce any customer, supplier, licensee, or other business relation of Licensor to cease doing business with Licensor; or (c) solicit or hire any person who is or was an employee or independent contractor of Licensor. 

7.2 Non-Disparagement and Media Nondisclosure. During the Term of this Agreement and at all times thereafter, Licensee shall not make any disparaging statements about Licensor or disclose any information to the media relating to the business of Licensor, the relationship between the parties, or any disputes between the parties.

8. Dispute Resolution.

8.1. Licensor Notification. Licensee authorizes the Licensor to notify Licensee's prospective future licensors of the terms of this Agreement.

8.2. Remedies. Because of Licensee's access to Confidential Information, Licensee's breach of any restrictive covenants stated in Sections 5, 6 and/or 7 will constitute immediate and irreparable harm to the Licensor for which damages alone are inadequate remedy, and will entitle the Licensor to all appropriate legal and equitable relief, including but not limited to, injunctive relief and specific performance, without regard to the Parties separate Mandatory Arbitration Agreement. Neither party shall be required to post any bond, undertaking or other financial deposit or guarantee in seeking or obtaining such equitable relief.

8.3. Settlement of Existing Rights. This Agreement replaces any existing similar or overlapping agreement between the Parties. All Confidential Information, intellectual property and/or goodwill known to Licensee from any past Agreement with the Licensor and/or any Affiliate as applicable and is subject to the applicable provisions of this Agreement. All Licensor and Affiliate information and/or tangible property other than Confidential Information shall remain the property of the Licensor and/or affiliate as applicable, and Licensee shall deliver to the Licensor all such information and/or property within Licensee's possession, custody or control immediately upon the Licensor's request and/or the Termination Date, as applicable.

8.4. EXCLUSIVE VENUE. ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE RESOLVED THROUGH BINDING ARBITRATION CONDUCTED IN ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION. NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY SEEK INJUNCTIVE RELIEF IN THE COURTS OF DALLAS COUNTY, TEXAS, WHICH SHALL BE THE EXCLUSIVE VENUE FOR SUCH ACTIONS.

8.5. Attorneys' Fees. In the event of a lawsuit for relief relating to any breach of this Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees, costs of court, and other expenses of litigation, in addition to any other remedy.

9. Limitation of Liability. 

9.1. Limitation on Direct Damages. Licensor's total liability under this Agreement for any and all claims, whether in contract, tort, or otherwise, shall not exceed the License Fees paid by Licensee to Licensor during the twelve (12) month period preceding the event giving rise to the claim.

9.2. Exclusion of Consequential Damages. In no event shall either party be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to this Agreement or the use of the Platform, including but not limited to loss of profits, loss of data, or business interruption, even if the party has been advised of the possibility of such damages.

9.3. Exceptions. The limitations of liability set forth in this Section 9 shall not apply to: (a) either party's breach of its confidentiality obligations under Section 5; (b) Licensee's breach of the restrictive covenants in Section 7; or (c) either party's gross negligence or willful misconduct.

9.4. Basis of the Bargain. The parties acknowledge that the limitations of liability set forth in this Section 9 are an essential basis of the bargain between the parties and that in absence of such limitations, pricing and other terms of this Agreement would be substantially different.

10. Term and Termination.

10.1. Term. This Agreement shall commence on the Effective Date and continue for a period of one (1) year unless earlier terminated as provided herein. This Agreement shall automatically renew for successive one (1) year terms, unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term. The subscription fee shall be due and payable on the anniversary of the Effective Date each year. In the event of non-renewal, the Agreement shall terminate at the end of the then-current term. 

10.2. Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof from the non-breaching Party.

10.3. Effect of Termination. Upon expiration or termination of this Agreement, all licenses granted hereunder shall immediately terminate. Sections 4, 5, 6, 7, 8 and 9 shall survive any expiration or termination of this Agreement.

10.4. Assignability. Licensor may freely assign or transfer this Agreement to a third party in connection with a merger, acquisition, or sale of assets. Licensee's rights, benefits, and duties under this Agreement are personal and not assignable by Licensee without the prior written consent of Licensor. The terms and provisions of this Agreement that, by their own terms, apply after the termination of this Agreement shall remain in full force and effect after such termination. 

11. General Provisions.

11.1. Entire Agreement and Understanding. This Agreement embodies the complete agreement and understanding between the Parties and supersedes any prior agreements and/or understandings between the Parties, written or oral, regarding the subject matter herein. LICENSEE ACKNOWLEDGES AND REPRESENTS THAT LICENSEE HAS READ THIS AGREEMENT BEFORE SIGNING IT, AND THAT LICENSEE FULLY UNDERSTANDS ITS PURPOSES, TERMS AND PROVISIONS, WHICH LICENSEE EXPRESSLY ACKNOWLEDGES TO BE REASONABLE IN ALL RESPECTS. LICENSEE IS ENTERING INTO THIS AGREEMENT VOLUNTARILY. 

11.2. Amendment, Waiver, and Severability. No term or condition of this Agreement may be amended or deemed waived except by a writing signed by the Party against whom enforcement of the amendment or waiver is sought. No written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

11.3. NO RELIANCE. NO PARTY IS RELYING ON ANY REPRESENTATION OR STATEMENT OF THE OTHER PARTY OUTSIDE OF THE TERMS OF THIS AGREEMENT; THE PARTIES HAVE ENTERED INTO THIS AGREEMENT BASED EACH ON THEIR OWN INDEPENDENT JUDGMENT.

11.4. Additional Product Features. Licensor may, from time to time, offer additional product features or enhancements to the video platform. Licensee shall have the option to accept or decline such additional features, which may be subject to additional fees. Licensor shall provide written notice to Licensee describing the additional features and any associated fees, and Licensee shall have ten (10) business days to accept or decline the offer via email. If Licensee accepts, the additional features shall be incorporated into this Agreement and any additional fees shall be due and payable as agreed upon by the parties.

12. Governing Law. The construction, validity and interpretation of this Agreement and any exhibits or addenda will be governed and construed exclusively in accordance with Texas law, unless preempted by federal law.

NOTICE: THIS AGREEMENT CONTAINS RESTRICTIVE COVENANTS AND A NON-RELIANCE PROVISION.

By agreeing to the terms and conditions upon sign-up, the parties acknowledge that they have read, understood, and agree to be bound by the terms and conditions of this Agreement.

ADDENDUM A

"Intellectual Property" for purposes of this IP License, shall mean the finished product, which may mean the animation or video containing a Physician-Likeness of a specific doctor, created specifically for a doctor or a client of the Licensee as the case may be, and shall also include Licensee's visual and voice likeness as used in the video templates created under this Agreement.

"Trade secret" means all forms and types of information, including business, scientific, technical, economic, or engineering information, and any formula, design, prototype, pattern, plan, compilation, program device, program, code, device, method, technique, process, procedure, financial data, or list of actual or potential customers or suppliers, whether tangible or intangible and whether or how stored, compiled, or memorialized physically, electronically, graphically, photographically, or in writing if: (A) the owner of the trade secret has taken reasonable measures under the circumstances to keep the information secret; and (B) the information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable through proper means by, another person who can obtain economic value from the disclosure or use of the information.

"Misappropriation" means:

(A) acquisition of a trade secret of another by a person who knows or has reason to know that the trade secret was acquired by improper means; or (B) disclosure or use of a trade secret of another without express or implied consent by a person who: (i) used improper means to acquire knowledge of the trade secret; (ii) at the time of disclosure or use, knew or had reason to know that the person's knowledge of the trade secret was: (a) derived from or through a person who used improper means to acquire the trade secret; (b) acquired under circumstances giving rise to a duty to maintain the secrecy of or limit the use of the trade secret; or (c) derived from or through a person who owed a duty to the person seeking relief to maintain the secrecy of or limit the use of the trade secret; or (iii) before a material change of the position of the person, knew or had reason to know that the trade secret was a trade secret and that knowledge of the trade secret had been acquired by accident or mistake.

"Reverse Engineering" means the process of studying, analyzing, or disassembling a product or device to discover its design, structure, construction, or source code provided that the product or device was acquired lawfully or from a person having the legal right to convey it.

"Willful and malicious misappropriation" means intentional misappropriation resulting from the conscious disregard of the rights of the owner of the trade secret.

ADDENDUM B

Fees and Payment Terms

Subscription Fee. Licensee shall pay Licensor an annual subscription fee of $1,000 for access to and use of the Platform. The subscription fee shall be due and payable on the Effective Date and each anniversary thereof.

Renewal. The subscription fee for each renewal term shall be due and payable on the first day of the renewal term.

Payment Method. All payments under this Agreement shall be made by check, ACH transfer, or credit card, as directed by Licensor.

Taxes. Licensee shall be responsible for all taxes, duties, and other governmental charges associated with the fees paid under this Agreement, excluding taxes based on Licensor's net income.

Late Payments. Payments not received within 10 days after the due date shall accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

Refund Policy. If Licensor terminates the Agreement without cause, Licensee shall be entitled to a pro-rata refund of any prepaid subscription fees for the remainder of the subscription term. If the Licensee terminates the agreement without cause, no refund shall be issued.

Sub-licensing Revenue. Licensor shall be solely responsible for any revenue generated through sub-licensing and shall pay Licensee a sub-licensing fee equal to 75% of gross sub-licensing revenues if applicable.

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