BRAIN RESOURCE SERVICES AGREEMENT

 

 

 

This Services Agreement between BRC Distribution Pty Limited ABN 66 619 268 (“BRC”), and

 

NAAM PRAKTIJK/INSTELLING (“Customer”) shall become effective on the date specified on the Signature Page.

 

 

GENERAL TERMS

 


  1. DEFINITIONS

 

In this Agreement:

 

  • Agreement” means this agreement and all of the attached Exhibits;
  • Brain Resource” means BRC and its affiliates;
  • “Brain Resource Services” means Brain Resource Brain Health & Wellness products and services including Brain Resource Cognition Assessment Services consisting of a series of tests designed to reflect an individualised cognitive performance profile using BRC Resources, MyBrainSolutions, MyCalmBeat and training products;
  • BRC Resources” means information, systems, software, hardware and training owned or developed by Brain Resource;
  • Client” means a person who is the subject of a Brain Resource Service;
  • Computer” means a BRC approved computer and a BRC approved connection to the Internet including any Brain Resource software downloaded to that computer;
  • Confidential Information” means all information of Brain Resource which is provided to the Customer by any of Brain Resource employees, affiliates or agents that is confidential or proprietary in nature, including, without limitation (a) the existence and terms of this Agreement, (b) information about Brain Resource business, technology, trade secrets, products, employees, customers, marketing plans, financial information, services and business affairs and (c) any oral, written or computer-based information, any knowledge gained through observation of or access to the facilities, computer systems and/or books and records of Brain Resource, any materials derived from or based upon the Confidential Information and any third-party information that Brain Resource is obligated to keep confidential;
  • Exhibits” means the exhibits to this Agreement which have been signed by authorised representatives of the parties and attached hereto;
  • Fees” means the report fees listed in the Exhibits of this Agreement which are in AU$ unless otherwise indicated;
  • Intellectual Property Rights” means trademarks (registered and unregistered), patents, copyright, rights to confidential information and trade secrets and other intellectual property rights;
  • Location” means the location/s listed in the Exhibits; and
  • Term” means the period from the date of this Agreement until its termination in accordance with this Agreement.

 

  1. BRAIN RESOURCE SERVICES RIGHTS

 

BRC grants the Customer the right to provide, and the Customer agrees to provide, those Brain Resource Services listed in the Exhibits, which shall be subject to, and incorporated as terms of this Agreement.

 

 

 

  1. NON EXCLUSIVE

 

All rights granted in this Agreement are granted on a non exclusive basis.

 

  1. INTELLECTUAL PROPERTY

 

The Intellectual Property Rights in the BRC Resources and Brain Resource Services belong to Brain Resource. The Brain Resource and BRC names and other trademarks of Brain Resource must not be used by the Customer without the prior written approval of BRC.

 

BRC grants the Customer the right to use Brain Resource owned Intellectual Property Rights for the sole purpose of providing those Brain Resource Services listed in the Exhibits, which are subject to the terms of this Agreement.

 

  1. PROCEDURES

 

Both parties must act faithfully, honestly and diligently in performing obligations in this Agreement.

 

The Customer must not download, use, copy or modify any BRC Resources except in accordance with the directions or prior approval of BRC.

 

Both parties must comply with applicable laws and regulations and maintain records required by any applicable laws and regulations (including applicable privacy laws) and obtain any required licenses or approvals to provide those Brain Resource Services listed in the Exhibits.

 

Both parties must ensure that all reasonable precautions are taken to prevent any unauthorised use or disclosure of Client confidential information.

 

  1. PAYMENT

 

The Customer must pay BRC Fees in accordance with the attached Exhibits. Either party agrees to provide the other with any information to enable the calculation of said Fees.

 

The Customer must pay BRC Fees to LerendBrein within Fourteen (14) days following the date of each invoice from LerendBrein. However, within this context, customer agrees to accept changes in payment instructions by LerendBrein if LerendBrein decides to change these. In particular Customer agrees that LerendBrein will be granted the right for monthly automatic withdrawal of the required payment. In the month following the month were codes were ordered Customer will be notified by invoice two weeks before automatic withdrawal of the number of codes per clinic ordered in the previous month. Customer can use this period to check and, if needed, request LerendBrein for correction of the invoice.

 

The Fees may be reviewed and changed by BRC and Brainclinics Diagnostics/LerendBrein with effect from each 1 January by providing at least Ninety (90) days prior written notice to the Customer.

 

The amounts payable under this Agreement do not include sales tax, goods and services tax or customs duties or any similar taxes. If any such tax or duty is applicable to the Fees payable to BRC or Brainclinics Diagnostics B.V. or Lerendbrein, the payment due from Customer to BRC or Brainclinics Diagnostics B.V. or LerendBrein will be grossed up such that BRC or Brainclinics Diagnostics B.V. or LerendBrein will receive the Fees payable as if no such tax or duty had been applied.

 

  1. LIABILITY

 

BRC does not provide any warranties other than to assign to Customer any assignable warranties provided by the original suppliers of any equipment supplied by BRC (other than to the extent required by law). ALL SERVICES ARE PERFORMED AND ALL DELIVERABLES PROVIDED “AS IS”, AND TO THE FULLEST EXTENT PERMITTED BY LAW, BRC EXCLUDES ALL EXPRESS AND IMPLIED TERMS, CONDITIONS, WARRANTIES OR REPRESENTATIONS REGARDING SUCH SERVICES AND DELIVERABLES ARISING BY LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, REASONABLE SKILL AND CARE AND FITNESS FOR A PARTICULAR PURPOSE.

 

BRC does not guarantee the success or continuation of any BRC product or service and BRC will not be liable for any loss arising from any breach or termination of any agreement with any other parties or from the failure or discontinuation of any BRC product or service. BRC will not be liable for any indirect, incidental, special, punitive, consequential damages or damages for loss of profits, revenue, data or data use, incurred by the Customer or any third party.

 

Without limiting any other clause of this Agreement, if BRC is found liable to Customer for any claims or matters arising under or in connection with this Agreement including, but not limited to breach, negligence or under any indemnity then BRC’s aggregate and maximum liability for all such matters shall not exceed the Fees paid by Customer to BRC under this Agreement.

 

  1. TERMINATION

 

This Agreement may be terminated by either party providing the other party at least Thirty (30) days prior written notice.

 

This Agreement may be terminated immediately by either party where the other party commits a material breach.

 

On termination, (a) Customer shall pay BRC Fees for services provided through the date of termination and (b) except for invoicing for and payment of such Fees, both parties shall immediately cease exercising all the rights granted under this Agreement.

 

  1. ASSIGNMENT

 

Either party may assign this Agreement by obtaining prior written consent of the other party (such consent not to be unreasonably withheld).

 

  1. CONFIDENTIAL INFORMATION

 

Customer agrees, both during the Term and thereafter, to (a) keep confidential all Confidential Information, (b) not use the Confidential Information other than exclusively for the purposes contemplated by this Agreement and (c) not disclose any Confidential Information to any third party except with the prior written consent of BRC or as required by applicable law.

 

Customer acknowledges that its employees, affiliates or agents are bound by the terms of this Agreement. Customer shall prevent and be responsible for any unauthorised disclosure of Confidential Information by its employees, affiliates and agents.

 

  1. GENERAL

 

Each party must take all steps as may be reasonably required by the other party to give effect to the terms and transactions contemplated by this Agreement.

 

This Agreement, along with the attached Exhibits, constitutes the entire agreement between the parties with respect to its subject matter.

 

This Agreement is governed by the New South Wales, Australia and the parties submit to the non-exclusive jurisdiction of the courts of that State.

 

 

 

  1. AMENDMENT

 

This Agreement shall not be amended without the prior written approval of both parties.

 

 

 

  1. NOTICES

 

All notices pertaining to changes, modifications, deletions, or any other matter regarding the rights and responsibilities of either Party in reference to any and all clauses in the Agreement and/or BRC policies and procedures shall be addressed to the below listed representative.

 

This Agreement shall become effective on: ____________

 

 

SIGNED by BRC Distribution Pty Limited                               SIGNED by NAAM PRAKTIJK/INSTELLING

Name                                                                        

Title                                                                          

Address                                                                     

                                                                                 

                                                                                  The Netherlands

 

 

__________________________________                         _______________________________

Signature                                                                     Signature

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT A

 

MYBRAINSOLUTIONS CLINICAL PROGRAM

 

The MyBrainSolutions + Brain Health Assessment Service combined program. The agreed upon program includes assessments via brain health reports, with a 12-months MyBrainSolutions program to be administered by Customer staff.

 

Customization

Brain Resource can provide standard customization of MyBrainSolutions to build continuity of experience for patients and drive engagement in Customer programs.

 

Cost for Patient Program

 

Patient Model

The cost of a 12-months MyBrainSolutions + Brain Health Assessment Service combined program is EUR 100.00 / patient. Brain Resource will provide the brain health assessment in PDF format. The following services are included in the cost of the agreed upon 12-months MyBrainSolutions + Brain Health Assessment Service combined program:

  • 12-months MyBrainSolutions brain training + Brain Health Assessment
  • Use of Dashboard portal for managing patient reports and training

 

The above costs are to be paid to LerendBrein using the following characteristics

ING: NL69 INGB 0006856872

tav. LerendBrein te Nijmegen

 

Product Specific Terms

 

  1. BRC agrees to provide full access to the MyBrainSolutions website services (“Site”) to individual end users authorised by the Customer during the Term. The Customer will authorize individuals (each a “Registered User”) by providing them with a sponsorship code supplied by BRC which will allow them to register and obtain a login for the Site.

 

  1. Access to the Site does not include the supply of any hardware or any additional reports and services.

 

  1. The Customer is responsible for invoicing and managing its customers.

 

  1. BRC retains control over the Site, its branding and content. BRC may refuse access to the Site to any person.

 

  1. If Customer or a Registered User is a clinician or researcher that requires access to the Site for its patients or subjects, BRC will provide the Customer with an applicable sponsorship code for the purpose of providing information that may assist the Customer with clinical assessment of the patient or for providing information for a research study. Prior to providing such patients or subjects with the applicable sponsorship code the Customer must obtain their informed consent.

 

  1. Pricing is good for one year from date of signature.

 

SIGNED by BRC Distribution Pty Limited                               SIGNED by NAAM PRAKTIJK/INSTELLING

Name                                                                        

Title                                                                          

Address                                                                     

                                                                                 

                                                                                  The Netherlands

 

 

__________________________________                         _______________________________

Signature                                                                     Signature

 

EXHIBIT B

 

BILLING DETAILS

 

 

Customer name NAAM PRAKTIJK/INSTELLING
Contact name
Contact email
Contact phone number
Billing contact name

(if different than contact name)

Billing contact email

(if different than contact email)

Address
City/Town/Suburb
State/Province/Region
Postcode/ZIP
Country Netherlands