TERM SHEET FOR
LICENSING AGREEMENT
BETWEEN CORE HEALTH GROUP
AND TOP FLOOR TECHNOLOGIES
June 12, 2014
Software

Software code for Wellness Rewards Portal
License

Perpetual, non-exclusive (subject to “Ownership”
terms below), royalty-free license to use, copy,
reproduce, prepare derivative works, license,
sublicense, sell, resell, transfer, assign, share,
distribute, make available to third parties, reverse
engineer, decompile or disassemble the Software
and do other actions necessary to support the
Intended Use; non-exclusive license and no ability
to distribute or prepare derivative works with
respect to uses other than the Intended Use

Intended Use: operation of a wellness rewards
portal for customers within the health care industry
Delivery of Software

Top Floor to provide to Core Health access to
server on which the Software is stored, subject to
Top Floor’s standard hosting terms and fees. If an
object code version of the Software is requested,
such version will be provided, subject to payment
of Top Floor’s fees for the conversion to object
code.
Royalty/Payment

Contract price already paid, as well as ongoing
payments for maintenance, upgrades and
professional services engagements; this license is
contingent on Core Health being current on
outstanding undisputed amounts due to Top Floor
Ownership

Top Floor is the owner of the Software and any
derivative works other than as specifically provided
below

Core Health owns any and all customer inputs

Core Health will own any derivative works,
improvements, or inventions it directs Top Floor to
create within the scope of the Intended Purpose;
provided, however, that Top Floor retains the right
to use all or any portion of the Software or related
development tools to create products or offerings
for Top Floor clients or sublicensees for any use
other than the Intended Use. Core Health may not
assign or sublicense this right other than to its end
customers within the scope of the Intended Use.
Representations and Warranties 
Top Floor provides the Software in accordance
with the warranty set forth in the “Core Health
Wellness
Rewards
Portal
Development
Agreement” (the “Development Agreement”); all
other warranties are expressly disclaimed. For the
avoidance of doubt, Top Floor is not responsible
for HIPAA compliance and makes no warranty that
the Software is HIPAA-compliant.

Core Health: represents and warrants that it will not
use the Software to infringe on the rights of third
parties, and that any derivative works it may create
will not infringe on the rights of any third parties
Indemnification

Core Health will indemnify and hold harmless Top
Floor against any claims of infringement by third
parties arising out of any derivative works created
by Core Health or materials or information
provided by Core Health, and will defend against
any such claims
Limitations of Liability

Except as expressly stated, no liability for special,
indirect, consequential or punitive damages; Top
Floor’s total liability will not exceed the lesser of
total fees it has been paid under the Development
Agreement.
Confidentiality and
Nondisclosure

Mutual confidentiality

Nondisclosure by Top Floor of any Core Health
Confidential Information (to include customer
information and data)

Perpetual License, unless terminated for cause.

Termination for Cause: May terminate for material
breach not cured within 30 days from receipt of
notice of the breach from the non-breaching party

Core Health has exclusive right to use the Software
for the operation of a wellness rewards portal in
Term; Termination
Exclusivity
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accordance with the Intended Use, subject to Top
Floor’s ability to provide derivative works to other
industries and for other uses as set forth above
under “Ownership”
Governing Law

Wisconsin
Dispute Resolution

Requirement to work in good faith to attempt to
resolve disputes within 10 days

Mediation to occur within 30 days in the event a
dispute cannot be resolved in good faith

No litigation until expiration of mediation period,
provided that either party may seek immediate
injunctive relief to the extent necessary to enforce
its intellectual property rights or prevent the
wrongful distribution or release of intellectual
property or confidential information.
Top Floor Technologies, LLC
Core Health
Signature: __________________
Signature: __________________
Name: _____________________
Name: _____________________
Title: ______________________
Title: ______________________
Date: ______________________
Date: ______________________
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