License Agreement

This License Agreement (“Agreement”) is made and entered into on the date listed on the signature page between Impact Health Ltd wholly-owned Colorado limited liability company, on behalf of itself and its affiliates (“Licensor”), on the one hand, and the named persons on the attached signature page (“Licensee”), on the other hand.

WHEREAS, Licensor is the owner of service marks (the “Marks”), which include names, logos, images. Licensor is the owner of the Impact Health Business System, Advisory Platform, and Knowledge Engine (“System”).     

WHEREAS, Licensee is desirous of using the Marks and the System in its business in connection with the activities denominated by the Marks and System.

NOW, THEREFORE, in consideration of the foregoing and of the mutual promises hereinafter set forth, the parties agree as follows:

  1. Grant of License

Licensor grants to Licensee a nontransferable license to use the Marks and System in connection with the services authorized with the Impact Health Business System, Advisory Platform, and Knowledge Engine (“System”). Licensee shall not have the right to assign the license unless explicitly agreed to and approved in writing by Licensor. Licensee accepts the license subject to the terms and conditions of this Agreement.

  1. Licensee Fees

Licensee shall pay Licensor a one-time license fee of $7,000. See Exhibit B for further information.

Licensee shall pay to Licensor a monthly per patient fee. This per patient fee is dependent upon which Health Management Program level the patient is in. See Exhibit A for fee schedule.

Licensee shall pay Licensor for all supplies and products. Licensee understands and agrees that it is Licensor objective to keep costs as low as possible and then pass those costs on to the patient. Licensor agrees to make best efforts to keep costs at markets rates, and preferably below market rates.

  1. Ownership of the Marks and System

Licensee acknowledges the ownership of the Marks and System is Licensor’s. Licensee agrees that it will do nothing inconsistent with such ownership and that all use of the Marks and System by Licensee shall inure to the benefit of and be on behalf of Licensor. Licensee agrees that nothing in this License Agreement shall give Licensee any right, title, or interest in the Marks and System other than the right to use the Marks and System in accordance with this License Agreement and Licensee agrees that it will not attack the title of Licensor to the Marks and System or attack the validity of this License Agreement.

  1. Obligations and Restrictions Regarding Suppliers

Licensee agrees to purchase all supplies, inventory, and treatments from, or through Licensor and/or Licensor-approved suppliers. The ordering processes will be provided in a “System Manual.” The “System Manual” will be provided during training.

  1. Quality Standards

Licensee agrees that the nature and quality of all services it renders in connection with the Marks and System and all related advertising, promotional, and other related uses of the Marks and System shall conform to reasonable standards set by Licensor. The parties agree that Licensee’s use of Marks and System shall be pre-approved by Licensor before public use.

  1. Quality Maintenance

Licensee agrees to cooperate with Licensor to facilitate Licensor’s control of such nature and quality, to permit reasonable inspection of Licensee’s operation, and to supply Licensor with specimens of all uses of the Marks and System upon request. Licensee shall comply with all applicable laws and regulations to obtain all appropriate government approvals pertaining to the sale, distribution, and advertising of goods and services covered by this License Agreement.

  1. Education and Training

Along with use of the Marks and System, Licensor agrees to provide an educational platform and training services to Licensee. Both parties agree that in order to understand and properly use the Marks and System, Licensee must be properly educated and trained. Licensor shall provide the necessary education and training to Licensee. Both parties understand that this education and training shall be done through in-person conferences and bootcamps, online courses, online meetings, phone calls, and self-study by the Licensee. Both parties agree that the education and training platform and regimen may change from time to time.

  1. Form of Use

Licensee agrees to use the Marks and System only in the form and manner and with appropriate legends as prescribed from time to time by Licensor. Those uses existing as of the day that this License Agreement is executed are deemed acceptable and representative of the types of uses Licensor has approved and such uses together with any other uses approved by Licensor, thereafter, shall continue to be deemed to be approved even if Impact Health Ltd through IHM Ltd is no longer the primary owner of the Marks and/or System.

  1. Infringement Proceedings

Licensee agrees to notify Licensor of any unauthorized use of the Marks or System by Licensee or by others as it comes to Licensee’s attention. Licensor shall have the sole right and discretion to bring infringement or unfair competition proceedings involving the Marks and/or System. All costs of such proceedings shall be borne by Licensor and all benefits received from such proceedings shall be received by Licensor, which, in turn protects and benefits Licensee.

  1. Term

This License Agreement shall terminate on the last day of the twelfth month from when this License Agreement is signed. The term is automatically extended for a 24-month period unless written notice is given at least 30 days prior to end of existing term by either party.

  1. Termination for Cause

Licensor shall have the right to terminate this License Agreement upon ten (10) days written notice to Licensee (i) if Licensee were to use the Marks and/or System in a way in violation of the provisions of this document and shall not have cured such violation within thirty (30) days of written notice thereof, (ii) in the event of any affirmative act of insolvency by Licensee, (iii) upon the appointment of any receiver or trustee to take possession of the properties of Licensee or upon the winding-up, sale, consolidation, merger (other than a merger in which Licensee is the surviving corporation) or any sequestration by governmental authority with respect to Licensee, (iv) upon a material breach of any of the other provisions hereof by Licensee or (v) upon the occurrence of a Change-in-Control, which must be approved by Licensor before any Change-in-Control may take place. Change-in-Control shall mean, with respect to the Licensee, (a) any person or group of persons, other than Licensee and signer of this document, owning or controlling the right to vote 25% or more of the voting interest of Licensee; (b) the merger or consolidation of Licensee with another person if after giving effect thereto, a person or a group of persons, other than Licensee and signer of this document, owns or has the power to vote 25% or more of the capital interest of the surviving corporation, (c) the sale of all or substantially all the assets of Licensee. Licensee agrees to allow Licensor to review and approve any and all Operating or Legal documents of Licensee before Licensee enacts, signs, and/or executes said documents.

Licensee agrees that Licensor has the right to review and/or stop the execution of any operating documents if there is a violation relative to this License Agreement.

  1. Effect of Termination

Upon termination of this License Agreement, Licensee agrees to promptly discontinue all use of the Marks and System, to cooperate with Licensor or its appointed agent to apply to the appropriate authorities to cancel this License Agreement from all government records, to destroy all materials bearing the Marks and/or System, and that all rights in the Marks, System, and the goodwill connected therewith shall remain the property of Licensor.

13. Scope of “Business System, Advisory Platform, and Knowledge Engine”

  • Licensor shall confer and meet with the Licensee as needed, but not less than annually, to assess the services needed by Licensee and provided by Licensor to Licensee, and except as regard to the System as set forth in an agreement to (a) determine the nature and scope of Licensor’s services to be provided going forward and (b) obtain written authorization to provide those services for such period as is approved by the Licensee. The parties shall document this in writing.
  • Any agreement between Licensor and Licensee shall not (a) vest Licensor with general decision-making authority in Licensee’s independently owned and operated Impact Health Management Office or (b) grant Licensor authority to make business decisions that are prohibited under the terms of this Agreement, or (c) allow Licensor to exercise control over any aspect of Licensee’s operations prohibited under the terms of this Agreement.
  • Licensor and Licensee will develop a written communication plan that is either prepared by, or reviewed and approved by, the Licensee no less than annually.
  • Licensor will not, through its communications with Licensee’s independently owned and operated Impact Health Management Office exercise any control over clinical or medical decision-making; (b) encourage or suggest the use of specific clinical procedures, practices, or products based solely on bonuses or specific, or unspecific, financial gain or remuneration, (c) discourage the use of specific clinical procedures, practices, or products based solely on bonuses or specific, or unspecific, financial gain or remuneration.
  • As some of the many services provided by Licensor is Risk Management, Communication plan and strategy development and implementation, email and website support, business operations support, regulatory oversight, academic support, etc., Licensor retains the right to review Licensee’s communications with the public, which includes electronic and traditional communications, even if these communications are with patients of Licensee.
  • Licensor retains the right to access and use the data provided by Licensee in, on, or through Licensor’s System.
  • Licensor will not sponsor contests or challenges that award or incentivize Licensee or Licensee’s staff to increase revenue, reduce costs, or sell particular services through IHM-affiliated Offices. Neither shall Licensee sponsor contests or challenges that award or incentivize Licensee or Licensee’s staff to increase revenue, reduce costs, or sell particular services through IHM-affiliated Offices.
  • Within 90 days of signing Licensing Agreement, Licensor shall provide Licensee with copies (which may be provided by any means, including through electronic portals or links to the documents) of all written policies, procedures, guidance documents, and forms prepared by Licensor that (a) impact clinical and administrative practices and operations in IHM-affiliated Office, (b) would be made available to patients (i.e. Consents), or (c) are otherwise utilized by or govern the staff in IHM-affiliated Office so the Licensee may review and approve the continued use of such documents within 120 days of signing of the Licensing Agreement.
  • Licensor will not evaluate, hire, or fire staff. This will be the responsibility of the Licensee. However, as part of Licensor’s System, Licensor staff are available to discuss and advise Licensee on hiring and firing.
  • Licensor agrees to License its Business System, Advisory Platform, and Knowledge Engine to advise and provide direction on:
    • Budgets
    • Treatment costs and fees
    • Management and Advisory services and fees
    • Whether new treatment planning options may be incorporated into the System
    • Standardized fees
    • What equipment is necessary
    • Research
    • Adverse events, and the management of such events
    • Business problems
    • Problem solving relating to the operation of an IHM-affiliated Office
  • Licensor and Licensee agree that, at this time, there will be no financing for treatment options, and neither will an IHM-affiliated Office accept insurance.
  • If Licensee leaves, or is asked to leave, an affiliate relationship with Licensor, Licensor does not enforce a “non-compete” unless Licensee (at that time, former Licensee) were to work with, for, become a partner at, or affiliated with a competing organization.
  • Licensor does not (a) protect or agree to protect an IHM-affiliated Office against financial losses, (b) assume or agree to assume any of IHM-affiliated Office’s costs of staff, including, but not limited to salaries and bonuses, (c) be forced or required to waive any amounts owed to Licensor or refund any amounts paid to Licensor by Licensee for the costs of business operations, included but not limited to clinical staff, or (d) prevent the Licensee from having full and complete control over their revenues, profits, incomes, disbursements, bank accounts, and other financial matters and decisions.
  • Licensor shall not maintain a consolidated bank account for any IHM-affiliated Offices. Each IHM-affiliated Office shall maintain its own bank account. All payments made and owed to the IHM-affiliated Office shall be deposited directly into bank accounts in which IHM-affiliated Offices (a) is the account holder, (b) has direct and unlimited access to its funds, and (c) has full control with respect to deposits, withdrawals, and access by third parties, such as Licensor.
  • Licensor shall not receive compensation or payments of any kind from the IHM-affiliated Offices that are dependent upon an IHM-affiliated Office’s profits, revenues, deposits, or any other income or earnings (herein collectively and individually referred to as “revenues and profits”), or otherwise share in the IHM-affiliate Office’s fees for professional services rendered.
  • All fee payments from Licensee’s IHM-affiliated Office to Licensor for the BSAP will appear as separate line-items, as operating expenses for the IHM-affiliated Office on the (a) budgets, (b) profit and loss statements, and (c) additional or subsequent financial statements that reflect the IHM-affiliated Office’s expenses.
  • Licensor shall post an explanation in permanent text on the myimpacthealth.care website that (a) there is no single provider of health management care called “IHM,” (b) IHM Ltd provides administrative, business, advisory, and research services to IHM-affiliated Offices that are independently owned and operated by individuals, (c) IHM licenses the “Impact Health Management” brand name to the independently owned and operated IHM-affiliated Offices that use its Business System, Advisory Platform, and Knowledge Engine (d) IHM does not control or operate the IHM-affiliated Offices, employ the health professionals providing health management and care, and that control over the care provided is the sole responsibility of the independent Office and the health professional(s) of that independently owned and operated IHM-affiliated Office, (e) services and Office practices may vary across IHM-affiliated Offices, and patients should contact the IHM-affiliated Office directly for all questions concerning their health management treatment and care. The text shall be prominently posted on the webpages(s) explaining what “IHM” is, including the webpage currently located at http://myimpacthealth.care/about-ihm-care-about as well as on any other webpage(s) as deemed appropriate by IHM (Licensor)
  • Licensor shall post an explanation in permanent text on the IHM website that (a) IHM-affiliated Offices are independently owned and operated, and (b) IHM-affiliated Offices may vary across the nation.
  • IHM shall maintain specific webpage(s) for each IHM-affiliated Office.
  1. Separate Non-Disclosure and Confidentiality Agreement

Licensee understands and agrees that Licensor has made Licensee aware of certain non-public information to provide enough information for Licensee to make a decision to license the Marks and the System. Licensee and Licensor have signed a separate and binding Non-Disclosure and Confidentiality Agreement. Licensee agrees to abide by the terms of said Non-Disclosure and Confidentiality Agreement.

  1. Interpretation of Agreement

It is agreed that this License Agreement shall be interpreted according to the laws of the State of Colorado.

  1. Entire Agreement

This License Agreement constitutes the entire agreement of the parties regarding the subject matter hereof, and supersedes and terminates all prior agreements, arrangements, or understandings and all obligations, both written and oral, between the parties with respect to the Marks and System.

Exhibit A

The Value of IHM

IHM offers to health professionals the opportunity to license, in the professional’s own business, a business system and advisory platform, especially as it relates to health management. This platform offers business support, advice, and training for health professionals, as well as access to leading edge treatments and therapies – and training – to those treatments and therapies at costs well below market rates.

However, the IHM platform also offers an unrivaled research component and institute, which will ultimately provide greater information and treatment options for all IHM-affiliated health professionals and offices.

While there is no fee-splitting, through an agreement between a health professional and non-licensed (non-physician owned) business, it is acceptable and encouraged to provide business and advisory services for a fair market value fee.

Because of the extensive, highly specialized, and long-term, service provided by IHM to the Licensee-health professional and the health professional’s business, IHM offers its services based on the types of members the health professional maintains. The types of members the health professional maintains is based on the amount of time the health professional spends with the patient-member, as well as the types of services (treatments and therapies) the member choose.

IHM does not require individual health professionals and health professional’s offices to follow specific protocols. Although, given the desire and expectations of the research component of the IHM platform, health professionals are encouraged to use recommended protocols. At the very least, IHM asks health professionals to inform and explain why a health professional uses protocols different than IHM recommended protocols.

The protocols are developed and recommended by IHM’s Scientific and Medical Advisory Group (SMAG). The SMAG will be made up of 5 individuals:

            – 1 IHM-affiliated Licenses

            – A representative of the Science community

            – A representative of the medical/health community

            – A member of the IHM Business team

            – A member of the IHM Leadership team

This 5-member team considers and makes decisions and recommendations at the intersection of science, medicine, and business. This approach takes into consideration the scientific application of medicine: the medical application of science, and the costs and economic consequences of each recommended protocol. Decisions will be made by a vote of 80% (4 out of 5) of the members of the SMAG.

How valuable is the IHM platform to each Licensee?

Just as IHM-affiliated health managers and medical advisors offer value to patients and members, the IHM business system, advisory platform, and knowledge engine provides value to health managers and medical advisors.

What services are included with the IHM Business System, Advisory Platform, and Knowledge Engine?

  • Document storage and management
  • Ordering platform
  • Online marketing
  • Online communications
  • Billing strategy and support
  • Equipment financing and support
  • Information systems, electronic records, email, and website
  • “Turnkey” Business System, Advisory Platform, and Knowledge Engine
  • Purchasing power to keep treatment costs and therapies at, or below, the cost to acquire such treatments and therapies
  • Accounting support
  • Benchmarking
  • Business Development
  • Entrepreneurship and Business Ownership training
  • Access to online Institute and University
  • HR support
  • Support with Monthly, Quarterly, Annual financials
  • Management of Vendor services
  • Access to Academic Studies
  • Access to Research
  • Support for gathering and reporting research data
  • Call Center for technical support
  • Back-office support
  • Patient Management software
  • Client Relationship Management
  • Corporate Software
  • Support regarding regulatory issues regarding specific treatment, care, therapies
  • Access to:
    • Scientific Training
    • Medical Training
  • Contract negotiations with Vendors
  • Business and Entrepreneurial training
  • Risk Management support
  • Business Operations support
  • Budget Development
  • Billing services (if necessary)
  • Malpractice insurance premium negotiations
  • Business overhead insurance premium negotiations
  • Oversight and monitoring
  • Regulatory oversight and compliance regarding treatments, techniques, and therapies
  • Equipment and supply procurement
  • Policies and Procedures
  • Patient acquisition
  • Strategic planning and development
  • Business plan development and implementation
  • Communication plan and strategy development and implementation
  • Quality and Process Improvement

Just as health managers and medical advisors in an independently owned and operating RHM-affiliate are compensated by a monthly fee per patient-member, so is IHM. IHM monthly fees are as follows:

            – Green Plan patient: $62.50/month

            – Gold Plan patient: $125/month

            – Platinum Plan patient: $250 /month

            – Diamond Plan patient: $500 /month

As part of the Business System, Advisory Platform, and Knowledge Engine, Licensee has the option to designate 20 patients as “charter members.” The charter members are offered fees that are half of the normal fees charged to other patients. As such, IHM will charge the IHM-affiliated Office the following monthly fees on charter members:

            – Gold Plan “charter member:” $62.50/month

            – Platinum Plan “charter member:” $125/month

            – Diamond Plan “charter member:” $250 /month

IHM will charge IHM-affiliated Office the “charter member” fees as long as IHM-affiliated Office designates the patients as “charter members.”

Exhibit B

What services are included in the $7,000 License Fee?

  1. A personalized Business Plan for my Impact Health Management business
  2. Set up of a Private Membership Association for my Impact Health Management business
  3. Set up of a Limited Liability Company, which includes Articles of Organization and Operating Agreement
  4. Set up and access to the Impact Health Operating System
  5. One on One business and advisory coaching
  6. Access to training and course (Impact Health Academy)

Access to the IHM Business System, Advisory Platform, and Knowledge Engine.

Training for the use of the IHM Business System, Advisory Platform, and Knowledge Engine.

All necessary equipment, software, and services required to maintain the IHM Business System, Advisory Platform, and Knowledge Engine and to provide health management and care to Licensee’s Patient-Members are provided and charged under the terms listed below.

Computer or Tablet, software, telephony, support, marketing, and network systems:

  • Current Hardware (may change as necessary): Apple MacBook Air, or Windows-based computer, or iPad/Keyboard case, iPhone.
  • Software Licenses: IHM-HBS @ $600/month (currently includes: Zoho, Office 365, and other custom integrated applications, including EHR and proprietary sales tools). This fee is subject to change, based on market conditions. All changes will be communicated with IHM-Affiliated Office Owners. The current fee charged to Licensee is $0.
  • Telephony: AT&T (or other carrier) and Zoho Voice charged monthly by Licensor at favorably negotiated rates. The current fee charged to Licensee is $0
  • Normal call-center tech support for above systems provided by Licensor.
  • Individual business system set up (phone number, email address, file system, website, etc)

Exhibit C

Health Managers earn 65% of gross revenues.

Medical Advisors earn 5% of gross revenues.           

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year below written.

“LICENSOR”      
Impact Health Ltd                                                                                                                                 
4833 Front Street, #193
Castle Rock, CO 80104                                                                                                       
720 912 7700                                                                                            
m@impacthealth.care           
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