License Agreement

This LICENSE AGREEMENT (the “Agreement”) is made by and between you (“Licensee”), and ASHLEY RYAN CONSULTING LLC (“Licensor”), an Ohio Limited Liability Company with offices located at 12421 Pearl Road #1017, Strongsville, Ohio 44136.

WHEREAS, Licensee is engaged in services accredited by CARF (the “Business”);

WHEREAS, Licensee has engaged Licensor to produce work product such as policies and procedures for Licensee’s CARF accreditation and/or OhioMHAS certification (the “Work Product”);

WHEREAS, Licensor is the creator and the owner of the Work Product and wishes to grant to Licensee a License (as defined below) to use the Work Product, and Licensee wishes to obtain the License to the Work Product, each subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. License

1.1 Grant of Rights. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee during the Term a non-exclusive, non-transferable, non-sublicensable license throughout the world solely to reproduce, display, transmit, and distribute the Work Product as needed for Licensee’s Business. Licensee may not transfer or transmit the Work Product to any third party for external purposes or profit.

1.2 Third-Party Rights. Licensor does not grant any rights to third-party content unless explicitly obtained.

1.3 Reservation of Rights. All rights not expressly granted are reserved by Licensor.

2. Usage of the Work Product

Licensee must retain Licensor’s copyright notices and follow appropriate copyright practices. No conflicting notices may be used.

3. Payment

Licensee shall pay Licensor a one-time fee as agreed upon at execution of this Agreement.

4. Ownership and Protection

4.1 The Work Product remains the exclusive property of Licensor.

4.2 Licensee must safeguard the Work Product and notify Licensor of any suspected infringement.

5. Representations and Warranties

Both parties affirm authority to enter into the Agreement. Licensor warrants the right to license the Work Product. Licensee warrants use will not harm Licensor’s reputation or violate any laws.

6. Indemnification

Licensee will indemnify Licensor from any third-party claims resulting from Licensee’s breach of the Agreement.

7. Term and Termination

The License is valid for one year unless terminated earlier. Upon termination, Licensee must cease use and destroy all copies of the Work Product.

8. Remedies

Licensee agrees that monetary damages are sufficient remedy and waives claims to equitable relief. Licensor, however, may pursue equitable relief for breaches by Licensee.

9. General Provisions

• The Agreement is governed by the laws of Ohio and all disputes shall be resolved in Cleveland, Ohio.
• The Agreement is the entire agreement between the parties and supersedes all prior discussions.
• No assignment by Licensee without consent. Licensor may assign freely.
• This Agreement may be executed in counterparts.

IN WITNESS WHEREOF, Licensee has caused this Agreement to be executed as of the date first written above.

“Licensee”

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