Request the ABMS Approved Activity Mark

Please read this Agreement carefully before submitting your request to the ABMS Continuing Certification Directory™ to use the ABMS Mark for Approved Activities, then complete the form below and attest to the terms of use.

ABMS CONTINUING CERTIFICATION DIRECTORY™ MARK LICENSE AGREEMENT

Recitals

1. Licensor is the owner of certain intellectual property which trademarks and logos are attached hereto as Exhibit “A” (the “Logos”).
2. Licensee is a Continuing Medical Education Provider that has received one or more Maintenance of Certification (“MOC”) approvals through the Continuing Certification Directory Initiative of the American Board of Medical Specialties (“ABMS”).
3. Licensee desires to license the Logos from Licensor and Licensor is willing to grant a license to Licensee to use the Logos on the terms and conditions set forth herein.

Agreement

1. Grant of License. Subject to Licensee’s compliance with the terms and conditions of this Agreement, Licensor grants to Licensee:
1. A non-exclusive, non-assignable, non-transferable, royalty-free, worldwide license and right, during the Term (as defined below), to use the Logos exclusively for and in support of Licensee’s participation in the ABMS Continuing Certification Directory™, for activities currently approved for MOC by one or more ABMS Member Boards
2. Except for the license and rights specifically granted under this Section 1, Licensor does not grant to Licensee any right, title, ownership or interest in the Logos or any other assets, whether tangible or intangible, of Licensor, including without limitation any trademark, service mark, trade name, logos or trade dress of Licensor. It is expressly understood that Licensee is not authorized to assign, transfer, sell, resell, or sub-license the Logos, or any portion thereof.
3. Licensee agrees that it will do nothing inconsistent with Licensor’s ownership and that its use of the Logos shall inure to the benefit of Licensor. Licensor shall retain the exclusive right to apply for and obtain registrations of the Logos (and any variations thereof) throughout the world. Licensee further agrees not to apply for any trademark service mark, d/b/a or other designation that incorporates the Logos. Licensee shall not engage, participate or otherwise become involved in any other activity or course of action that diminishes or tarnishes the image or reputation of Licensor or otherwise derogates or challenges Licensor’s rights in the Logos.
2. Term; Termination. This Agreement shall become effective as of the date that both Licensor and Licensee have executed this Agreement and shall remain in full force and effect until either party provides the other party not less than fifteen (15) days’ written notice of the termination of this Agreement (“Term”). On the termination of this Agreement, the Licensee shall immediately discontinue and cease all use of the Logos.
3. Licensor Intellectual Property Rights. The parties acknowledge and agree that, as between Licensor and Licensee, except as specifically set forth in this Agreement with respect to the license, Licensor owns all intellectual property rights in and to the Logos, as well as the names “American Board of Medical Specialties,” “ABMS,” and all marks, designs, logos and other Logos of Licensor related thereto. The intellectual property rights of Licensor described above, and all other intellectual property of Licensor, are and shall remain the sole property of Licensor, as owner, and this Agreement shall not grant to Licensee any right of ownership therein. Licensee shall ensure that at all times its use of the Logos and all printed materials related thereto shall contain the appropriate copyright and other registered mark identities as determined by Licensor in its sole and absolute discretion.
4. Quality Standards for Use of Logos. Exercise of quality control over the use of the Logos is critical to Licensor. Accordingly, Licensee agrees that it will comply with any and all policies, procedures, and quality requirements as may be mandated from time to time by Licensor related to the use of the Logos. The failure of the Licensee to comply with the foregoing shall constitute a material breach of this Agreement.
5. Limitation of Liability. LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE LOGOS. IN NO EVENT WILL LICENSOR BE LIABLE TO LICENSEE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, ARISING FROM OR RELATING IN ANY WAY TO THIS AGREEMENT OR TO LICENSEE’S USE OF THE LOGOS, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION SHALL APPLY REGARDLESS OF THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDIES OTHERWISE AVAILABLE TO THE LICENSEE.
6. Indemnification. Each party (the “Indemnifying Party”) agrees to indemnify, defend and hold harmless the other party, its subsidiaries and affiliates and their respective shareholders, members, officers, directors, employees and agents (the “Indemnified Party”) from and against any loss, cost, damage, liability, demand, cause of action and expense (including reasonable attorneys' fees and litigation costs and expenses) asserted against, resulting to, imposed on, or incurred by the Indemnified Party, directly or indirectly, by a third party arising from a breach of this Agreement by the Indemnifying Party, provided that the Indemnified Party shall give timely notice to the Indemnifying Party of any such claim, demand or other cause of action for which indemnification will be sought.
7. Miscellaneous.
1. All notices and communications given under this Agreement shall be in writing and delivered either by United States postal service, personal or overnight delivery, facsimile with receipt confirmed, certified mail with return receipt requested, or electronic mail with receipt confirmed and shall be deemed to have been given when personally delivered, faxed, sent via electronic mail, the next business day following overnight delivery, or three (3) days after deposited with the United States postal service, addressed to the receiving party as at the address first listed above, or at such address as shall subsequently be provided in writing to the other party in accordance with this Section 7(a).
2. No failure or delay on the part of either party in exercising any power or right by a party under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power by a party preclude any other or further exercise of any right or power by such party under this Agreement.
3. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and may be amended only by a writing signed by both parties.
4. All provisions reasonably intended by their own terms to do so shall survive any termination or expiration of this Agreement.
5. This Agreement may be executed and delivered electronically, including by using an electronic signature, electronic submission of agreement to be bound hereby or any other electronic means. The parties acknowledge and agree that, for all purposes, including validity, enforceability and admissibility as evidence, electronic execution and delivery of this Agreement are, and shall be deemed to be, the same as manual execution and physical delivery of this Agreement.
6. The undersigned represent and warrant that they are authorized to sign this Agreement by and on behalf of the indicated party.

License Agreement Acknowledgement