Terms and Conditions

GENERAL PROVISIONS:  

By submitting an Application to Participate in the Henry Ford Health System Global Technology Development Program, Applicant unconditionally accepts and agrees to comply with and be bound by these Terms and Conditions.  Applicant acknowledges and agrees that the Henry Ford Health System has no obligation (express or implied) to accept any Application or to work with or otherwise enter into any agreement with Applicant.  Henry Ford Health System reserves the right to disqualify any Applicant or Application at any time, including any Application that has been accepted into the Program, that Henry Ford Health System, in its sole discretion, deems to violate these Terms and Conditions. The decision of Henry Ford Health System will be final and binding in all respects.

All communications between Applicant and Henry Ford Health System are tentative until execution of a final written agreement, if any.  

ELIGIBILITY REQUIREMENTS:  

The Program is open to the following Applicants (“Applicants”):
Foreign Companies:  Privately held (nongovernment owned) foreign companies (including foreign branches) which are not, and whose direct and indirect owner(s) are not (a) a “Specially Designated National or Blocked Person” as designated by the U.S. Department of Treasury’s office of Foreign Assets Control from time to time; and (b) described in Section 1 of the United States Executive Order 13224, issued September 23, 2001 and entitled “Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism”; and (c) a person or entity with whom Henry Ford Health System or any of its Affiliates is prohibited from transacting business.  
Domestic Companies.  Companies organized under the laws of the United States, including subsidiaries of foreign parent companies.

REPRESENTATIONS AND WARRANTIES/INDEMNIFICATION:  

By applying to the Program, each Applicant represents, warrants, and covenants as follows: 
(a) the Applicant is the sole author and creator of any intellectual property submitted in or with the Application, including the written response submission and all other content and information submitted by the Applicant (hereinafter collectively referred to as the “Application”); and
(b) the information supplied in the Application is true and correct to the best of Applicant's knowledge, information and belief; and
(c) the Applicant meets the Eligibility Requirements set forth in these Terms and Conditions; and 
(d) the Applicant’s signatory is authorized to represent Applicant and to bind Applicant to these Terms and Conditions;  and
(e) Neither the Applicant nor any content or information contained in the Application is the subject of any actual or threatened litigation, claim, investigation, audit or other civil or criminal proceeding by any governmental entity or private third party; and
(f) The Application does not and will not violate or infringe upon the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party; and
(g) The Application does not and will not contain any harmful computer code (sometimes referred to as "malware," "viruses" or "worms"); and
(h) The Application does not and will not violate any applicable laws or regulations, including, without limitation, applicable export control laws and regulations of the U.S. and other jurisdictions; and
(i) Neither the Applicant nor any of its direct or indirect owners has a direct or indirect financial relationship or compensation arrangement with a current or former physician, employee, officer or director of Henry Ford Health System or any of its Affiliates or an immediate family member of such person 

Applicant hereby agrees to indemnify and hold Henry Ford Health System harmless from and against any and all third party claims, actions or proceedings of any kind and from any and all damages, liabilities, costs and expenses relating to or arising out of any breach or alleged breach of any of the warranties, representations or agreements made by Applicant hereunder or arising from Applicant's submission of the Application.    

CONFIDENTIALITY: 

HENRY FORD HEALTH SYSTEM WILL NOT KEEP THE APPLICATION CONFIDENTIAL (WHETHER OR NOT IT IS MARKED CONFIDENTIAL).   Applicant understands and agrees that it should only provide information in or with the Application that it is willing to allow Henry Ford Health System to use or disclose without any expectation that Henry Ford Health System will hold such information in confidence. Applicant acknowledges and agrees that Henry Ford Health System is permitted to make copies, use and disclose Applicant’s Application for any purpose it deems appropriate.    

Applicant understands and agrees that Henry Ford Health System does not have any obligation to keep the Application confidential and that no confidentiality obligation is established by Applicant’s submission of the Application, or by any additional disclosures relating to the Application, or any discussions with Henry Ford Health System either prior to or subsequent to the submission of the Application unless or until a mutual Confidential Disclosure Agreement (“CDA”) is entered.   

INTELLECTUAL PROPERTY:

Applicant understands and agrees that it is solely responsible for obtaining appropriate legal protection for Applicant’s Intellectual Property (IP) Rights (for example, filing a patent application or trademark registration with the appropriate United States or foreign government patent and trademark offices) before disclosing its ideas to Henry Ford Health System or any other party on a non-confidential basis, or until a mutual CDA is entered, or it risks losing the ability to protect its ideas according to applicable law.

Applicant understands and agrees that Henry Ford Health System is engaged in extensive research, development and commercialization of health care technology and the products, services and technology described in Applicant’s Application may be similar to Henry Ford Health System Intellectual Property including but not limited any and all types and forms of ideas, inventions, developments, discoveries, refinements, conceptions, innovations, know-how and improvements of Henry Ford Health System.  Applicant further understands and agrees that Henry Ford Health System retains all rights to develop, improve and commercialize health products and services, on its own or with third parties, which are or may be similar or competitive to that described in Applicant’s Application.   

Applicant understands and agrees that the Intellectual Property of Henry Ford Health System and Applicant as of the date of the Applicant’s submission of the Application are the separate property of each party.   Nothing in these Terms and Conditions is intended to create, or shall be construed as creating, any right or interest by Applicant in the Intellectual Property of Henry Ford Health System.   

GOVERNING LAW/JURISDICTION:  

ALL ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, INTERPRETATION, AND ENFORCEABILITY OF THESE TERMS AND CONDITIONS OR THE RIGHTS AND OBLIGATIONS OF APPLICANT OR HENRY FORD HEALTH SYSTEM SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MICHIGAN WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAWS RULES OR PROVISIONS AND ALL DISPUTES RELATING TO AN APPLICATION OR SUBSEQUENT INTERACTION WITH HENRY FORD HEALTH SYSTEM ARE SUBJECT EXCLUSIVELY TO THE JURISDICTION OF THE COURTS IN THE STATE OF MICHIGAN AND MUST BE BROUGHT IN THE FEDERAL OR STATE COURTS LOCATED IN DETROIT, MICHIGAN; ALL OBJECTIONS TO VENUE IN SUCH COURTS ARE WAIVED BY SUBMISSION OF THE APPLICATION.

GENERAL PROVISIONS:  

(a) These Terms and Conditions cannot be modified or amended in any way except in a written document signed in accordance with the law by the Vice President and Chief Innovation Officer of Henry Ford Health System.    
(b) The invalidity or unenforceability of any provision of these Terms and Conditions shall not affect the validity or enforceability of any other provision.  In the event that any provision of these Terms and Conditions is determined to be invalid or otherwise unenforceable or illegal, these Terms and Conditions shall otherwise remain in effect and shall be construed in accordance with their terms as if the invalid or illegal provision were not contained herein.
(c) Unless a subsequent written agreement is signed by the Vice President and Chief Innovation Officer of Henry Ford Health System, these Terms and Conditions constitute the entire agreement between Henry Ford Health System and the Applicant with respect to the subject matter hereof and supersedes all prior understandings, negotiations, documents, agreements, representations and warranties, whether verbal or written.
(d) The failure of Henry Ford Health System to enforce any term of these Terms and Conditions shall not constitute a waiver of that term or of any other term.

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