of this Agreement shall be Confidential
Information but the existence and Field of this Agreement will not be
Confidential Information and the Parties may state that COMPANY is licensed
under the Patent Rights.
Article 9.00 - Warranties, Representations, Disclaimers and Indemnification
9.01
REPRESENTATIONS AND WARRANTIES OF COMPANY. COMPANY warrants
License Agreement
MAYO (2007-192)/BioSig Technologies Inc.
page 10 of 17
8/15/2019
and represents to MAYO that:
(a)
it is experienced in the development, production, quality control, service,
manufacture, marketing and sales of products similar to the subject matter of
the Patent Rights, and that it will commit itself to a thorough, vigorous and
diligent program of developing and marketing the Licensed Products;
(b)
it has independently evaluated the Patent Rights and Know-How and Confidential
Information, if any, their applicability or utility in COMPANY's activities, is
entering into this Agreement on the basis of its own evaluation and not in
reliance of any representation by MAYO, and assumes all risk and liability in
connection with such determination;
(c)
it now maintains and will continue to maintain throughout the Term and beyond
insurance coverage as set forth in Section 9.03 (Indemnification and Insurance)
and that such insurance coverage sufficiently covers the MAYO Indemnitees;
(d)
the execution and delivery of this Agreement has been duly authorized and no
further approval, corporate or otherwise, is required in order to execute this
binding Agreement;
(e)
it shall comply and require its Sublicensees to comply with all applicable
international, national and state laws, ordinances and regulations in its
performance under this Agreement; and
(f)
its rights and obligations under this Agreement do not conflict with any
contractual obligation or court or administrative order by which it is bound.
9.02
DISCLAIMERS.
(a)
MAYO HAS NOT MADE AND DOES NOT MAKE ANY PROMISES, COVENANTS, GUARANTEES,
REPRESENTATIONS OR WARRANTIES OF ANY NATURE, DIRECTLY OR INDIRECTLY, EXPRESS,
STATUTORY OR IMPLIED, INCLUDING WITHOUT LIMITATION, MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE, SUITABILITY, DURABILITY, CONDITION, QUALITY OR ANY
OTHER CHARACTERISTIC OF THE PATENT RIGHTS, KNOW-HOW, OR CONFIDENTIAL
INFORMATION.
(b)
PATENT RIGHTS, KNOW-HOW, AND CONFIDENTIAL INFORMATION ARE PROVIDED "AS
IS," "WITH ALL FAULTS" AND "WITH ALL DEFECTS," AND COMPANY EXPRESSLY WAIVES ALL
RIGHTS TO MAKE ANY CLAIM WHATSOEVER AGAINST MAYO FOR MISREPRESENTATION OR FOR
BREACH OF PROMISE, GUARANTEE, REPRESENTATION OR WARRANTY OF ANY KIND RELATING TO
THE PATENT RIGHTS, KNOW-HOW, OR CONFIDENTIAL INFORMATION. MAYO EXPRESSLY
DISCLAIMS ANY IMPLIED WARRANTIES ARISING FROM ANY COURSE OF DEALING, USAGE OR
TRADE PRACTICE, WITH RESPECT TO: THE SCOPE, VALIDITY OR ENFORCEABILITY OF THE
PATENT RIGHTS, KNOW-HOW, AND CONFIDENTIAL INFORMATION; THAT ANY PATENT WILL
ISSUE BASED UPON ANY
License Agreement
MAYO (2007-192)/BioSig Technologies Inc.
page 11 of 17
8/15/2019
PENDING PATENT APPLICATION; OR THAT THE USE, SALE, OFFER FOR SALE OR IMPORTATION
OF THE LICENSED PRODUCT, PATENT RIGHTS, OR KNOW- HOW WILL NOT INFRINGE OTHER
INTELLECTUAL PROPERTY RIGHTS. NOTHING IN THIS AGREEMENT WILL BE CONSTRUED AS AN
OBLIGATION FOR MAYO TO BRING, PROSECUTE OR DEFEND ACTIONS REGARDING THE PATENT
RIGHTS, OR KNOW-HOW AND CONFIDENTIAL INFORMATION.
(c)
COMPANY