{"id":42016,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-dartmouth-college-and-drkoop-com-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-dartmouth-college-and-drkoop-com-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/agreement-dartmouth-college-and-drkoop-com-inc.html","title":{"rendered":"Agreement &#8211; Dartmouth College and DrKoop.com Inc."},"content":{"rendered":"<pre>\n                      AGREEMENT BETWEEN DARTMOUTH COLLEGE\n\n                             AND DRKOOP.COM, INC.\n\nTHIS AGREEMENT is made this 29th day of March 1999 (the Effective Date) by and\nbetween Trustees of Dartmouth College (\"Dartmouth\"), a Corporation established\nby Royal Charter and existing under the laws of the state of New Hampshire,\nowner and operator of Dartmouth Medical School (DMS), and drkoop.com, Inc.\n(\"DKC\"), a Delaware corporation whose principal offices are located at 8920\nBusiness Park Drive, Suite 200, Austin, Texas 78759 (together, the Parties).\n\n                                  BACKGROUND\n\nDKC is developing and marketing drkoop.com, a web site on the worldwide\nweb\/Internet, hereafter, Internet.  Included in its web format are Dr. Koop's\nCommunity (an on-line community), Dr. Nancy Hospital Partnership Programs, and\ndisease and wellness management titles which together with other DKC products,\nconstitute DKC's web site, drkoop.com.  The content of these titles is textual,\nstatistical, video, audio and graphical representations of medical and\nscientific information constructed in a dynamic and interactive format that\neducates the consumer about disease and wellness topics of personal interest\n(hereafter the Content) on its web site, drkoop.com, and elsewhere.\n\nDKC wishes to display on its website, and license for display on other web\nsites, articles (including text and graphics) produced by science and health\ncare professionals on disease and wellness management topics, aimed at an\naudience of health care consumers.  Such articles shall be known as Health Care\nand Disease Content Articles (\"HCDCAs\").\n\nThe mission of DMS is excellence in teaching, patient care, and research, and it\nis the view of DMS that the accomplishment of this mission can be furthered\nthrough innovative efforts in patient education and physician communication.\nConsequently, in an effort to improve the skill of its faculty in communicating\nwith patients (and teaching such skills to medical students and other health\ncare professionals), and to improve the ability of patients to make informed,\nparticipatory decisions concerning their own health care, Dartmouth (through\nDMS) desires to be the principal provider to DKC of HCDCAs for the duration of\nthis Agreement.  These articles that are produced and approved by Dartmouth\nshall be known as the \"Deliverable Content\".\n\nNOW, THEREFORE, in consideration of the mutual promises and covenants made\nherein, and intending to be legally bound hereby, the Parties agree as follows:\n\n                                  ARTICLE I.\n\n                          DARTMOUTH RESPONSIBILITIES\n\n1.1. Delivery of Content:  Dartmouth will be responsible for delivering, in\n     --------------------                                                  \nelectronic format, a minimum of 30 HCDCAs (not to exceed 35 HCDCAs without\nmutual consent of the parties) in the form of text and graphics to DKC.\nDartmouth will deliver content for the first year of the \n\n____________________\nConfidential treatment has been requested for portions of this exhibit. The copy\nfiled herewith omits the information subject to the confidentiality request.\nOmissions are designated as * * *. A complete version of this exhibit has been\nfiled separately with the Securities and Exchange Commission.\n\n                                    1 of 16\n\n \nAgreement to DKC according to a mutually agreed upon delivery schedule to be\ndefined and attached hereto as Schedule A (\"Deliverable Content\") within thirty\n(30) days of the Effective Date, which sets forth the articles contracted for\nand agreed upon delivery dates. Adjustment to this schedule will be based on\nmutual consent. Not less than 30 days before the annual anniversary date of this\nAgreement, Dartmouth and DKC shall agree on a \"Schedule A\" for the upcoming year\nof the Agreement, setting forth the Dartmouth Content to be provided during such\nyear and the schedule for its delivery.\n\n1.2. Content Updates:  Dartmouth will review and update all Deliverable Content\n     ---------------                                                           \nand Existing DKC Content reviewed by Dartmouth regularly as needed, and not less\noften than semiannually.  All Deliverable Content will include a statement that\nstates \"This content is regularly updated by Dartmouth Medical School.\"\nDartmouth will use reasonable efforts to ensure that the information contained\nin the Dartmouth Content, including footnotes and bibliographic and other\nreferences remains complete and accurate and incorporates relevant new\nscientific or medical information related to the topic presented in the\nDartmouth Content.  Deliverable Content, Existing DKC Content reviewed by\nDartmouth and Dartmouth News Content collectively shall be referred to as\nDartmouth Content.\n\n1.3. Existing DKC Content Review:  DKC will make available to Dartmouth in\n     ---------------------------                                          \nelectronic form the Existing DKC Content specified in Schedule B.  Dartmouth\nwill review such Existing DKC Content on a preliminary basis for accuracy and\ntimeliness in accordance with the schedule set forth below, and identify each\narticle of such content as i) acceptable for continued display as is; ii)\nacceptable for continued display with minor revisions for accuracy; iii)\nunacceptable for continued display. Articles in category (i) will remain unless\nand until replaced by Dartmouth with Dartmouth Content. Articles in category\n(ii) will be revised in accordance with the schedule set forth on Schedule B.\nArticles in category (iii) will be removed from the drkoop.com website as soon\nas reasonably possible. Replacement of articles in category (iii) will be\naccomplished in accordance with Section 1.4.  Existing DKC Content, either\nbefore or after the preliminary review, shall not be represented or identified\nas Dartmouth Content, but shall be treated as Dartmouth Content for the purposes\nof this Agreement as set forth in Section 1.2 above. DKC represents and warrants\nto Dartmouth that it owns, and will license to Dartmouth, all rights necessary\nfor Dartmouth to carry out its obligations under this Section 1. Dartmouth will\nreview and revise the Existing DKC Content in accordance with Schedule B and\nshall commence such work no later than April 1, 1999 (the \"Anniversary Date\").\n\n1.4. Revisions or Replacement of Website Content:  Should the parties agree that\n     -------------------------------------------                                \nan article of Existing drkoop.com Content is within category (iii) as set forth\nin Section 1.3 above, and should be replaced or revised, that article will by\nmutual agreement be placed on Schedule A as a new article of Deliverable Content\nto be provided pursuant to this Agreement.  The priority assigned to revising or\nreplacing an article of existing content will be mutually agreed upon in\nrelation to the priorities assigned to the other items of Deliverable Content\nlisted on Schedule A.\n\n1.5. Performance Standards:  Dartmouth will use good faith efforts to ensure\n     ---------------------                                                  \nthat all Dartmouth Content it delivers to DKC shall be supported by current\nmedical and academic research and development, and shall have been developed in\naccordance with prevailing medical \n\n                                    2 of 16\n\n \nand academic standards for development of disease management protocols. DKC and\nDartmouth will agree on editorial guidelines for Dartmouth Content to ensure a\nconsumer oriented style of language for the Dartmouth Content as well as\nconsistency with prevailing medical standards for effective communication.\nDartmouth will adhere to these guidelines unless they are changed by mutual\nconsent.\n\n1.6. Dartmouth Name and Logo.  Each article of the Deliverable Content and\n     -----------------------                                              \nDartmouth News Content, when displayed in full (e.g. excluding abstracts and\n                                                ----                        \nheadline) will display the name and logo of DMS\/DCMS, the Content title, and\nauthors' names, photographs, and  biographies, all in a manner and according to\nstyle criteria to be mutually agreed upon.  In the event a portion of the\nDeliverable Content or Dartmouth News Content is displayed as an abstract or\nexcerpt, such abstract will: (i)  not contain DMS\/DCMS logos, and (ii) will\ncontain language that states: \"This abstract\/excerpt is derived from a longer\narticle written by the Dartmouth Medical School.\"\n\n1.7. Consumer News Articles:  Dartmouth will provide at least 1 news article per\n     ----------------------                                                     \nweek (expected length of 500-1000 words) focusing on medical advances or\ngroundbreaking developments in the world of medicine (\"Dartmouth News Content\").\nThese articles will be written at a consumer level of understanding, yet\nmaintain a professional nature.  This \"What your Doctor is Reading\" type of\nfeature is intended to allow visitors to DRKOOP.COM to learn about medical\nresearch and medical journal articles in greater detail than standard news\nreports, without being overwhelmed by technical language. Dartmouth will be a\nnon-exclusive provider of news content for DKC.\n\n1.8. Right of First Refusal.  Dartmouth will have a right of first refusal to\n     -----------------------                                                 \nproduce additional medical school-supplied HCDCAs beyond those identified on\nSchedule A for any year of this Agreement, and medical school-supplied reviews\nof publications authored by third parties. In the event that such services are\nrequired by DKC from a medical school, DKC will first offer Dartmouth the\nopportunity to perform them, and the parties will negotiate mutually agreeable\nterms and conditions for such work.  If the parties are unable to agree on terms\nand conditions within five (5) business days of DKC's notice to Dartmouth, DKC\nshall be free to have such functions performed by third parties.  This right of\nfirst refusal applies only to those editorial functions for which DKC is seeking\na medical school as an outside contractor.  This right of first refusal shall\nnot apply in the event DKC customers create subcommunities that contain non-\nDartmouth disease and wellness content, or in the case that an individual party\nor an affiliate customer provides disease and wellness content (not created by a\nmedical school) to drkoop.com.\n\n                                  ARTICLE II.\n\n                             DKC RESPONSIBILITIES\n\n2.1. DKC will operate and maintain drkoop.com, and any other of its websites on\nwhich Dartmouth Content appears, in a reasonable, responsible, and professional\nmanner, in accordance with applicable industry standards, and in a manner that\nreflects credit on DMS\/DCMS.\n\n2.2. DKC will be responsible for all technical aspects of displaying Dartmouth\nContent on its websites and elsewhere as permitted by this Agreement, including\nwithout limitation \n\n                                    3 of 16\n\n \ntransformation of Dartmouth-provided text and graphics into electronic formats\ncapable of being displayed on websites. DKC will provide remote administrative\nsupport to assist Dartmouth in the efficient management of its content\npreparation and submission. It is understood and agreed that content preparation\nis under the direction of Dartmouth, and that DKC shall not have any\nresponsibility to provide on-site administrative or clerical support for the\ntitle management teams other than as stated in Section 2.3 below, or as mutually\nagreed upon by the parties.\n\n2.3. DKC administrative personnel, and, from time to time, other individuals\nsuch as physicians and experts in specific content fields, may be invited by\nDKC, with approval of Dartmouth, to participate in the planning of Dartmouth\nContent; such approval not to be unreasonably withheld or delayed;\n\n2.4. DKC will have sole responsibility for dealing with customers, advertisers,\nand technical issues relating to drkoop.com.\n\n2.5. Except with Dartmouth's prior approval or at Dartmouth's specific request,\nall displays of Deliverable Content in full (excluding, for example, excerpts\nand headlines), whether by DKC on its website, or by a sublicensee, shall\ninclude the names of the authors as well as the DMS\/DCMS name and logo and the\ndrkoop.com name and logo; the parties may mutually agree on style guidelines for\nuse with sublicensees that permit deviation from this standard.\n\n2.6. All displays of Deliverable Content, whether by DKC on its website, or by a\nsublicensee, shall separate graphically the Deliverable Content from all\nadvertising, promotions, or other material of a commercial nature in order to\navoid any inference that Dartmouth is endorsing any product, service, or\ncompany.  The parties agree that the graphic separation included in DKC's mock\nup of a Graves Disease article prepared by Dr. Donald St. Germain in February of\n1999 is an acceptable example. DKC will use reasonable efforts to maintain a\nnon-commercial look and feel to the drkoop.com website; provided that this shall\nin no way prohibit DKC from including advertising on the drkoop.com website.\n\n2.7. All displays of Deliverable Content, whether by DKC on its website or by a\nsublicensee, shall have the following disclaimers or a mutually agreed upon\nalternatives:\n\n          (i)  \"Dartmouth Medical School does not endorse or approve products or\nservices, and therefore this article is not intended to be, and should not be\nregarded as, an endorsement or approval of any product or service.\"\n\n          (ii) \"Advice received from this article should not be relied upon for\npersonal, medical, legal, or financial decisions; consumers of health care\nshould consult an appropriate professional for specific advice tailored to their\nsituation. This information is not intended to be a substitute for professional\nmedical advice. You should not use this information to diagnose or treat a\nhealth problem or disease without consulting with a qualified health care\nprovider. Please consult your health care provider with any questions or\nconcerns you may have regarding your condition.\"\n\n                                    4 of 16\n\n \n                                 ARTICLE III.\n\n                            MUTUAL RESPONSIBILITIES\n\n3.1. DKC and Dartmouth will jointly identify and define additional product\ndevelopment projects of mutual interest to expand the application of Internet\ntechnologies to Health care.\n\n3.2. DKC and Dartmouth will define a co-branding strategy that uses the\nstrengths of both Dr. C. Everett Koop's name and the established reputation of\nDartmouth.  However, each party must obtain the prior written consent of the\nother party before using such other party's name, symbols, trade names,\ntrademarks, service marks, or logos (collectively \"Marks\") other than as\nspecifically contemplated by this Agreement.  Other than as specifically set\nforth in this Agreement, neither party shall use, publish or make any reference\nto the name, symbols, trade names, trademarks, service marks or logos of the\nother party or its affiliates, or any derivation thereof, in any form of print,\npublicity, promotional or advertising material, or over any broadcast media\nwithout the other party's prior written consent to the specific contemplated\nuse, which consent shall not be unreasonably withheld. It is understood and\nagreed that if DKC has the right to, or obtains consent from Dartmouth to,\ninclude Dartmouth Marks on content on the drkoop.com website, it shall have the\nright to sublicense such Dartmouth Marks in conjunction with the related content\nto Content Users without requiring further consent from Dartmouth.\n\n3.3. Dartmouth and DKC agree herein that Dartmouth will have no responsibility\nfor any Content presented on DKC's website, DRKOOP.COM other than as set forth\nin Section 1 above.\n\n3.4. DKC will have the right to create subcommunities within Dr. Koop's\nCommunity at the request of healthcare organizations that may want to use\nDartmouth Content for their own purposes. One or more articles of Dartmouth\nContent may be selected from the remainder of the DRKOOP.COM website content for\nuse in these subcommunities.  However, in the absence of prior permission from\nDartmouth, each article of Dartmouth Content so selected must appear intact and\nmay not be edited or changed in any way without prior consent of Dartmouth, and\nthe names of authors and the DMS\/DCMS names and logos must remain displayed with\nthe Dartmouth Content.\n\n3.5. Intellectual Property Rights\n     ----------------------------\n\n     (a)  Ownership.\n          --------- \n\n          (i)   Dartmouth shall assert no rights to any content other than\nDeliverable Content and Dartmouth News Content.  Any updates or revisions made\nby Dartmouth to Existing Content shall be considered \"works made for hire\" under\nthe United States Copyright Act, and all rights to said updates or revisions\nshall belong to DKC.\n\n          (ii)  Dartmouth shall own all Deliverable Content, subject to the\nlicense granted in Section 3.5(b) below.\n\n                                    5 of 16\n\n \n          (iii) In the event DKC enhances Deliverable Content in a manner\npermitted by this Agreement, DKC shall own said enhancements, but shall not\nthereby obtain any additional rights to the Deliverable Content itself.\n\n     (b)  License.  Dartmouth hereby grants DKC a sole, worldwide license,\n          -------                                                         \nincluding the right to sublicense as provided for in Section 3.5 (b)(ii) below,\nto reproduce, have reproduced, use, display, distribute, and perform the\nDartmouth Content. Dartmouth shall grant no other licenses to use the\nDeliverable Content, and the license shall be exclusive except that Dartmouth\nshall retain for itself and its academic affiliates the right to use the\nDeliverable Content in connection with non-commercial academic, patient care,\nand research activities.\n\n     Said license is subject to the following terms and conditions:\n\n          (i)  No use of Dartmouth Content by DKC may conflict with Dartmouth's\nresearch, academic, or patient care mission or threaten or damage the reputation\nor integrity of Dartmouth or any of its constituent parts (including DMS);\n\n          (ii) DKC may sublicense Dartmouth Content subject to the following\nconditions:\n\n               (A)  No use of Dartmouth Content by DKC sublicensees may conflict\nwith Dartmouth's research, academic, or patient care missions or threaten or\ndamage the reputation or integrity of Dartmouth or any of its constituent parts\n(including DMS).\n\n               (B)  DKC shall monthly provide Dartmouth with a list identifying\nall sublicensees; all such information shall be considered DKC Highly\nConfidential Information; DKC shall pay the website access fees charged by any\nSublicensee for any publicly accessible website on which Dartmouth Content is\ndisplayed; provided that DKC shall only be obligated to pay for one single user\nlicense and only to the extent the license fees for any such website do not\nexceed one thousand dollars per year. In the event DKC sublicenses the\nDeliverable Content for use on a non-publicly accessible website, DKC shall\neither i) obtain for Dartmouth access to such website, ii) provide to\nDartmouth, in hard copy or electronic form, an accurate representation of the\npresentation of Deliverable Content on such website; or iii) require the removal\nof the DMS\/DCMS name and logo from the Deliverable Content on any such site.\n\n               (C)  All sublicenses shall include restrictions on use of\nDartmouth Content at least as restrictive as those set forth in this Agreement;\n\n               (D)  Unless otherwise agreed to or otherwise directed by\nDartmouth under subsection E below, DKC shall require that all sublicensees\ndisplaying Deliverable Content in full include with said Content the authors'\nnames and the DMS\/DCMS name and logo and attribution to drkoop.com;\n\n               (E)  Dartmouth may request that DKC remove the DMS and\/or DCMS\nnames and logos from Dartmouth Content displayed on any website should Dartmouth\ndetermine \n\n                                    6 of 16\n\n \nthat its best interests are inconsistent with such use, and DKC agrees to use\nreasonable efforts to have such names and logos removed within fifteen (15)\nbusiness days of notice from Dartmouth.\n\n          (iii) The rights granted to DKC above shall include the right to\ncreate abstracts\/excerpts of DMS Owned Content, and to enhance the DMS Owned\nContent as necessary. Any other modifications to the DMS Owned Content shall\nrequire DMS' prior written approval.\n\n     (c)  Exclusivity.  Dartmouth agrees that during the term of this Agreement\n          -----------                                                          \nand for 1 year after its expiration or termination:\n\n          (i)   Dartmouth will not establish a website competing with\ndrkoop.com;\n\n          (ii)  Dartmouth will not provide Deliverable Content to any website\nthat competes with drkoop.com;\n\n          (iii) Dartmouth will not provide HCDCA's having the \"look and feel\"\nof Deliverable Content to any website that competes with drkoop.com.\n\n3.6. Staffing.  Each party shall hire and maintain adequate competent staff\n     --------                                                              \nnecessary to carry out its obligations under this agreement.\n\n                                  ARTICLE IV.\n\n                               FEES AND PAYMENT\n\n4.1. For the license granted hereunder, DKC shall pay Dartmouth royalty fees as\nfollows:\n\n     (a) Year 1: * * *, payable as follows:  Five payments of * * * each, with\nthe first payment due and payable sixty (60) days from the Anniversary Date (as\ndefined in Section 1.3 above), and each additional payment due and payable every\nsixty (60) days thereafter.\n\n     (b) Year 2: * * *, payable as follows:  Five  payments of * * * each, with\nthe first payment due and payable sixty (60) days from the first Anniversary\nDate (as defined in Section 1.3 above), and each additional payment due and\npayable every sixty (60) days thereafter.\n\n     (c) Year 3: * * *, payable as follows:  Five payments of * * * each, with\nthe first payment due and payable sixty (60) days from the second Anniversary\nDate (as defined in Section 1.3 above), and each additional payment due and\npayable every sixty (60) days thereafter.\n\n____________________\n* * * Certain information on this page has been omitted and filed separately\n      with the Securities and Exchange Commission. Confidential treatment has\n      been requested with respect to the omitted portions.\n\n                                    7 of 16\n\n \n4.2. The parties shall mutually agree to the amount and payment schedule for the\nfourth and fifth years of the agreement not less than 120 days prior to the\nthird Anniversary Date.\n\n                                  ARTICLE V.\n\n                                   INSURANCE\n\n5.1. DKC and Dartmouth shall each obtain and maintain during the term of this\nAgreement, at each Party's own expense, the following insurance coverage:\n\n     (a)  Professional liability insurance coverage on behalf of itself and its\nrespective officers, directors, trustees, and employees in the minimum amounts\nrequired by law, or in the absence of such legally required amounts, in the\nminimum amount of Two Million Dollar ($2,000,000) per claim and Three Million\nDollars ($3,000,000) in the annual aggregate.\n\n     (b)  Comprehensive general liability insurance with broad form property\ndamage endorsement, with such policy to afford protection in amounts not less\nthan Two Million Dollars ($2,000,000) with respect to bodily injury or death of\nany one person, on a combined single limit basis, and One Million Dollars\n($1,000,000) with respect to damage of the property of any one owner from one\noccurrence; and\n\n     (c)  Workers compensation insurance in amounts required by law, covering\nits officers, directors, trustees, employees and agents who are in any way\nengaged or connected with the performance of this Agreement, and Employers\nLiability Insurance in an amount of not less than One Hundred Thousand Dollars\n($100,000).\n\n5.2. All Insurance coverage required under this Agreement shall be provided\nunder either (1) valid and enforceable policies issued by insurance companies\nlegally authorized to do business; or (2) a program of self insurance with\ncomparable coverage and supported by funded reserves as determined by the\nrecommendation of an independent actuary.  Each party shall provide certificates\nof insurance to the other, upon request, evidencing such coverage.\n\n\n                                  ARTICLE VI.\n\n                                INDEMNIFICATION\n\n6.1. DKC agrees to indemnify and hold harmless Dartmouth, including its\ntrustees, directors, officers, faculty, and employees, and their successors and\nassigns, from and against any and all claims, demands, actions, charges,\nliabilities and damages, including reasonable attorneys fees and costs (the\n\"Claims\"), whether known or unknown, present or future, brought against\nDartmouth, to the extent that (i) such Claims pertain to content other than\nDartmouth Content found on any websites owned or operated either by DKC or by\nSublicensees pursuant this agreement, or (ii) such Claims arise from or relate\nto the operation of any websites owned or operated by DKC except as set forth in\nSection 6.2 below, or (iii) such claims arise from or relate to the operation of\nany websites owned or operated by the Sublicensees identified in this Agreement\nexcept as set forth in 6.2 below.\n\n                                    8 of 16\n\n \n6.2. Dartmouth shall indemnify and hold DKC, its Sublicensees, directors,\nofficers, and employees, and their successors and assigns harmless from all\nClaims brought against DKC alleging that: (i) any of the Dartmouth Content\ninfringes upon any trade secret, patent, copyright, right of privacy, right of\npublicity, right of confidentiality, or other proprietary right of a third\nparty, or (ii) any Dartmouth Content contains material errors and\/or omissions.\nThe indemnifying Party's obligations hereunder shall only apply to the extent\nthat the particular Claim is not the result of the negligence, or the\nintentional or willful misconduct of the other Party hereto.\n\n \n\n6.3. The above obligations to indemnify shall only apply if (i) the indemnified\nparty provides the indemnifying party prompt notice of any covered Claim, (ii)\nthe indemnifying party is given sole control of the defense and settlement of\nthe Claim or threatened Claim, and (iii) the indemnified party agrees to\ncooperate in the defense of the Claim or threatened Claim at its own cost and\nexpense.\n\n                                 ARTICLE VII.\n\n                                     TERM\n\n7.1. The term of the Agreement shall be for a period of five (5) years from the\nAnniversary Date of this Agreement, unless sooner terminated as provided in this\nAgreement.\n\n7.2. Unless otherwise specified by the Parties, the termination of this\nAgreement shall not affect the terms or provisions of any separate agreement\nentered into by the Parties.\n\n                                 ARTICLE VIII.\n\n                                  TERMINATION\n\n8.1. This Agreement may only be terminated as follow:\n\n     (a) If Dr. C. Everett Koop terminates his relationship with DKC for any\nreason, or if Dr. C. Everett Koop suffers a disability that materially impairs\nhis ability to participate substantially in the DKC website project, DKC must\nprovide immediate notice of such event to Dartmouth. At its discretion,\nDartmouth may terminate this Agreement upon receipt of such notice.\n\n     (b) DKC and Dartmouth may mutually agree in writing to terminate this\nAgreement at any time.\n\n     (c) Either party may terminate this Agreement, without cause, upon any\nanniversary of the Anniversary Date of this Agreement, by providing written\nnotice of such termination, at least one hundred and twenty days (120) prior to\nsuch Anniversary Date, or within ten (10) days if the parties fail to agree on a\nSchedule A within the thirty day period set forth in Section 1.1.\n\n                                    9 of 16\n\n \n     (d) Either DKC or Dartmouth may terminate this Agreement at any time upon\nthe material breach of the Agreement by the other Party; provided, that the\nterminating Party provided thirty (30) days written notice of the breach and\nintent to terminate and the breaching Party does not cure the breach within the\nthirty (30) day notice period.\n\n     (e) Either DKC or Dartmouth may terminate this agreement immediately upon\nwritten notice in the event the other Party has the insurance coverage required\nunder Section 5 above canceled or reduced (voluntarily or involuntarily).\n\n8.2. Upon termination or expiration of this Agreement, DKC will do the\nfollowing: (i) within thirty (30) days remove authors' names and the DMS and\/or\nDCMS names and logos from all Dartmouth Content displayed on DKC websites or\nSublicensee websites; and (ii) within one (1) year, DKC and its Sublicensees\nshall cease using the Deliverable  Content and the Dartmouth News Content.  Not\nlater than the end of the one-year period set forth immediately above, all DKC\nrights under the license granted in Section 3.5(b) and all sublicenses granted\nthereunder, shall terminate.\n\n                                  ARTICLE IX.\n\n                        CONFIDENTIALITY AND ADVERTISING\n\n9.1. Each Party agrees to maintain confidentiality concerning the other Party's\nconfidential information.  For purposes of this Agreement, Confidential\nInformation means information in whatever form furnished to a Party by or on\nbehalf of the other Party and designated as confidential by the furnishing\nparty, including but not limited to patient care, business, strategic planning,\nfinancial, technical, trade secrets or other proprietary information, written or\noral, acquired, shared, developed or provided under this Agreement.\nConfidential Information does not include information which is not designated\nConfidential by the furnishing Party or which the Party receiving such\ninformation can demonstrate (i) is generally available to or known by the public\nother than as a result of disclosure by such Party, or (ii) was obtained by the\nParty receiving such information from a source other than the Party furnishing\nsuch information, provided that such source is not bound by a duty of\nconfidentiality to the Party furnishing such information or another person or\nentity with respect to such information.  Each Party agrees not to use,\ndisclose, distribute or allow access to such Confidential Information by any\nother person or organization, other than those who have a need to know of the\ninformation in order to perform their obligations under this Agreement. Nothing\ncontained in this Section 9 shall prevent either party from disclosing any\nConfidential Information of the other party to:\n\n          (i)   regulatory agencies, however, that all reasonable steps are\ntaken to maintain the confidentiality of such Confidential Information to be\ndisclosed;\n\n          (ii)  accountants, banks, or another financing source (or their\nadvisors) or in connection with a merger, acquisition or securities offering; or\n\n          (iii) third parties as required by law or regulation to be disclosed;\nprovided, however, that the party subject to such disclosure requirement has\nprovided written notice to the other party promptly upon receiving notice of\nsuch requirement in order to enable the other party \n\n                                   10 of 16\n\n \nto seek a protective order or otherwise prevent disclosure of the other party's\nConfidential Information.\n\n9.2. Upon request by either Party, at any time, the other Party shall promptly\nreturn to the Party furnishing such Confidential Information the original and\nall copies of all non-oral Confidential Information furnished by such Party.\nEach Party shall, upon request of the other Party, certify its compliance with\nthis Paragraph 9.2.\n\n9.3. Dartmouth agrees that in additional to the obligations set forth in this\nSection 9, it will protect DKC Highly Confidential Information by keeping such\ninformation in a locked desk with restricted access, on a stand-alone, non-\nnetworked workstation, and shall keep, and make available to DKC, a log of all\nemployees given access to Highly Confidential Information.   Dartmouth agrees to\nprovide DKC Highly Confidential Information only to those employees with a need\nto know, which in no event shall exceed four (4) employees.\n\n                                  ARTICLE X.\n\n                             RESTRICTIVE COVENANTS\n\nNon-Solicitation:  So long as this Agreement is in effect, and for twelve (12)\n----------------                                                              \nmonths following termination of the Agreement, for any reason, neither DKC or\nDartmouth nor any of their employees or agents shall, directly or indirectly,\nsolicit, hire, or attempt to solicit or hire, any employees of the other, unless\notherwise approved by the other Party.\n\n                                  ARTICLE XI.\n\n                              EQUITABLE REMEDIES\n\nDKC and Dartmouth acknowledge that the restrictions contained in Sections 9 and\n10 are reasonable and necessary to protect the legitimate business interests of\nthe Parties, and that any violation of such restrictions would result in\nirreparable injury to such Party. The Parties acknowledge that damages alone\nshall not be an adequate remedy for breach of such covenants.  Accordingly, each\nParty agrees that, in addition to any other rights or remedies which the other\nParty may have at law or in equity, the non-breaching Party shall be entitled to\nspecific performance and injunctive relief in any court of competent\njurisdiction for any breach or threatened breach of any such covenants by the\nother Party.\n\n                                 ARTICLE XII.\n\n                           DATE SENSITIVE TECHNOLOGY\n\nDKC shall ensure that date sensitive technologies for all products shall be\ncapable of correctly performing all functions, calculations, comparisons,\nsequencing, displays and other processing of calendar dates and date related\ndata before, during, and after the year 2000 without error or degradation of\nperformance.\n\n                                   11 0f 16\n\n \n                                 ARTICLE XIII.\n\n                                 MISCELLANEOUS\n\n13.1.  Independent Contractors:  DKC and Dartmouth hereby agree that their\n       -----------------------                                            \nrelationship is that of independent contractors, and nothing in this Agreement\nshall create nor be deemed to create, a joint venture, partnership,\nprincipal\/agent, employer\/employee, or any other form of relationship other than\nthat of independent contractors.\n\n13.2.  Assignment.  Neither party may assign or delegate this Agreement or any\n       ----------                                                             \nof its licenses, rights or duties under this Agreement without the prior written\nconsent of the other, except that either party may assign this Agreement to a\nperson or entity into which it has merged or which has otherwise succeeded to\nall or substantially all of its business, stock, or assets, and which has\nassumed in writing or by operation of law its obligations under this Agreement.\nEach party agrees that in any merger in which it is not the surviving company,\nthe surviving company will assume, in writing or by operation of law, such\nparty's obligations under this Agreement.  Subject to the foregoing, the\nprovisions of this Agreement shall apply to and bind the successors and\npermitted assigns of the parties.\n\n \n\n13.3.  Amendment:  This Agreement may only be amended in a writing signed by an\n       ----------                                                              \nauthorized representative of DKC and Dartmouth.\n\n13.4.  Waiver:  The failure of either Party to enforce any provision hereof at\n       -------                                                                \nany time shall not be construed to be a waiver of such provision nor of the\nright of that Party thereafter to enforce each and every provision of this\nAgreement.\n\n13.5.  Notices:  All notices or other communications required or permitted under\n       --------                                                                 \nthis Agreement shall be deemed duly given if in writing and delivered personally\nor sent by overnight mail, certified or registered mail:\n\n          If to DKC;\n\n\n          To:  drkoop.com, Inc.\n               8920 Business Park Drive\n               Suite 200\n               Austin, Texas 78759\n               Attention: President\n\n          If to Dartmouth:\n\n          To:  John Baldwin, M.D.\n               Dean\n               Dartmouth Medical School\n               1 Medical Center Drive\n               Lebanon, N.H. 03756\n\n                                   12 of 16\n\n \n13.6.  Entire Agreement:  This Agreement constitutes the entire Agreement\n       -----------------                                                 \nbetween the Parties and supersedes all previous agreements or understandings\nwith respect to the development of this collaborative Agreement.\n\n13.7.  Governing Law:  This Agreement shall be construed and enforced in\n       --------------                                                   \naccordance with the laws of the state of Delaware as applied to agreements\nentered into and to be performed entirely within the State of Delaware between\nDelaware residents.\n\n13.8.  Survival:  The following sections of this Agreement shall survive any\n       ---------                                                            \ntermination of this Agreement: 3.5(a), 3.5(b) (for the period of one year from\nthe Effective Date), 3.5(c) (only to the extent set forth in 3.6(c)), 6 (for the\nperiod of one year from the Effective Date), 8, 9, 10, 11 and 13.\n\n                                   13 of 16\n\n \n13.9.  Counterparts: This Agreement may be executed in one or more counterpart\n       -------------                                                          \ncopies, each of which shall be deemed an original and all of which shall\ntogether be deemed to constitute one agreement.\n\n13.10. Limitation of Liability.  EXCEPT FOR BREACHES OF SECTION 3.5 OR 9, OR\n       -----------------------                                              \nFOR LIABILITY ARISING OUT OF A PARTY'S OBLIGATIONS UNDER SECTION 6, NEITHER\nPARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL,\nEXEMPLARY OR PUNITIVE DAMAGES, (INCLUDING WITHOUT LIMITATION LOST DATA, LOST\nPROFITS, LOST SAVINGS, OR LOSS OF GOODWILL) OF ANY KIND OR NATURE ARISING OUT OF\nTHIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT,\nTORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF THE PARTY\nHAS BEEN WARNED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE IN ADVANCE.\n\n     IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and\nyear first above written:\n\nTrustees of Dartmouth College        drkoop.com, Inc.\n\n\n\nBy: \/s\/ John C. Baldwin                    By: \/s\/ Donald W. Hackett\n    ----------------------------------         --------------------------------\n\nPrint Name: John C. Baldwin                Print Name: Donald W. Hackett\n            --------------------------                -------------------------\n\nTitle: Dean, Dartmouth Medical School      Title:     CEO\/President\n      --------------------------------           ------------------------------\n\nDate:     March 29, 1999                   Date:   3\/30\/99\n     ---------------------------------          -------------------------------\n\n                                   14 of 16 \n\n \n                                  SCHEDULE A\n\n                              DELIVERABLE CONTENT\n\n\n              [TO BE PROVIDED BY DKC ON OR BEFORE APRIL 1, 1999]\n\n                                   15 of 16\n\n \n                                  SCHEDULE B\n                             EXISTING PENN CONTENT\n                                        \n     Dartmouth will provide a review for all content found on drkoop.com\noriginally produced by University of Pennsylvania. This review of existing\ncontent will cover fact-checking to ensure medical accuracy and re-writing of\nthis content.\n\nHealth Topics to be included in Dartmouth Review in order of importance:\n\n \n\nFirst 10:\n---------\n                                            Epilepsy                       \nAllergies                                   Lower Back Pain               \nArthritis                                   Lyme Disease                  \nAsthma                                      Macular Degeneration          \nCancer (all)                                Medications                   \nAlzheimer's                                 Fibroids                      \nCoronary Artery Disease                     Multiple Sclerosis            \nDepression                                  Ear, Nose and Throat          \nDiabetes                                    Osteoporosis                  \nHepatitis C                                 Pregnancy and Birth           \nStroke                                                                    \n                                                                          \n                                            \nSecond 10:                                  Remaining:                     \n----------                                  ---------                      \n                                                                           \nGERD                                        Psoriasis                      \nOsteoarthritis                              Sexual Health                  \nHepatitis C                                 Skin Care                      \nHypertension                                Sleep Apnea                    \nHyperthyroidism                             Anorexia and Bulimia           \nMenopause                                   Cataracts                      \nStress                                      Cold and Flu                   \nEndometriosis                               Dyspepsia                      \nHypertension                                Insomnia                        \nHeadache\/Migraine\n\n\n\n\n\n\n\n\n\nThird 10:\n-------- \n\n                                   16 of 16\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7359],"corporate_contracts_industries":[9438],"corporate_contracts_types":[9613,9616],"class_list":["post-42016","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-drkoopcom-inc","corporate_contracts_industries-health__misc","corporate_contracts_types-operations","corporate_contracts_types-operations__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42016","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42016"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42016"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42016"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42016"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}