Sales Agreement Forms - Sample Document

THIS AGREEMENT (this "Agreement") is made and entered into as of this 12th day of August, 2009, by and between the following parties:

                                          HDI:                                                                                  BUYER:

                                        Hypertension Diagnostics, Inc.                                     University of Minnesota – CCBR/BIOSTAT

                                        Eagan, MN  55121-3528  USA                                        2221 University Avenue SE

                                       Telephone: 651-687-9999                                                 Attention: Gregg Larson

                                       Facsimile: 651-687-0485                                                    Telephone: (612) 626-9030

                                    Facsimile: (612) 624-2819

IN CONSIDERATION of the premises and of the mutual covenants and other terms and conditions contained herein, HDI and Buyer hereby cause this Agreement to be executed as of the date first written above.

                                                    HYPERTENSION DIAGNOSTICS, INC.                           University of Minnesota – CCBR/BIOSTAT

                                                    By:   /s/ Greg H. Guettler                                                        By:   /s/ Gregg Larson                                            

                                                    Greg H. Guettler

                                                    Its:  President                                                                        Print Name:  Gregg Larson  

TERMS AND CONDITIONS

1.             Definitions .   For purposes of this Agreement:  (i) the term "System" shall mean the RECONDITIONED HDI/PulseWave ä CR-2000 Research CardioVascular Profiling System that is to be sold by HDI to Buyer pursuant to this Agreement; (ii) the term "Software" shall mean the software contained in the Instrument (“Instrument”) which is part of the System and which Software is to be licensed by HDI to Buyer pursuant to this Agreement; and (iii) the term "Instructions for Use" shall mean any written Instructions from HDI, and/or the Instructions for Use Manual and/or the Operator’s Manual for the System, and the Software provided by HDI, as revised by HDI (with or without notice to Buyer) from time to time.

2.             Sale of System .   HDI agrees to sell the System(s) to Buyer, and Buyer agrees to buy the System(s) from HDI consistent with the terms of the University of Minnesota Purchase Order Number 0000173712 dated August 12, 2009. HDI agrees to deliver the System(s) to Buyer and Buyer agrees to accept delivery of the System(s) and pay shipping, insurance and/or handling fees at the rate of cost plus ten percent (10%) per System. BUYER ACKNOWLEDGES AND UNDERSTANDS THAT THE SYSTEM(S) PURCHASED ARE NOT NEW, AND THAT THE SYSTEM(S) IS(ARE) BEING PURCHASED “AS IS” WITH A ONE (1) YEAR WARRANTY ON THE SYSTEM.

3.            Grant of License to Use Software .

3.1           HDI hereby grants to Buyer a nonexclusive, nontransferable license (with no right to sublicense) to use one (1) copy of the Software solely in the Instrument.  The Software is, and shall at all times remain, the sole property of HDI and its contractors and Buyer shall have no right, title or interest therein except as expressly set forth in this Agreement.

3.2           HDI may from time to time release updated versions of the Software for use in the Instrument, that may be installed in the Instrument by HDI or its factory authorized service representatives. If installed in the Instrument, any such updated version of the Software shall be subject to this Agreement, and references herein to "Software" shall be deemed to include any such updated version.  In the event that an updated version of the Software is installed in the Instrument, Buyer understands that its license to use any previous version expires upon installation of any such update.

3.3           Subject to HDI's then-current customer support policies and procedures as in force from time to time (which may change without prior notice to Buyer), HDI shall use its best efforts to answer any technical support questions and requests of Buyer concerning the Software.  Buyer understands that any support that HDI does offer is available only if the Software is used in full compliance with the requirements of this Agreement.

4.            Restrictions on Uses of System and Software .

4.1           THE SYSTEM AND THE SOFTWARE ARE DESIGNED AND INTENDED ONLY FOR USE BY CLINICAL RESEARCH INVESTIGATORS AND SCIENTISTS.  BECAUSE OF THE NATURE OF THE SYSTEM AND THE SOFTWARE, AND BECAUSE OF APPLICABLE REGULATORY REQUIREMENTS, THE SYSTEM AND THE SOFTWARE MAY BE USED ONLY BY, OR UNDER THE SUPERVISION OF, A CLINICAL RESEARCH INVESTIGATOR OR SCIENTIST WHO HAS READ AND UNDERSTANDS THE INSTRUCTIONS FOR USE AND OPERATOR’S MANUAL AND WHO UNDERSTANDS THE USES AND LIMITATIONS OF THE SYSTEM AND THE SOFTWARE.  FURTHERMORE, THE SYSTEM AND THE SOFTWARE ARE TO BE USED FOR RESEARCH PURPOSES ONLY AND MAY BE USED ONLY TO GATHER INFORMATION FOR RESEARCH PURPOSES FROM HUMAN RESEARCH SUBJECTS.  THE SYSTEM MAY NOT BE USED TO SCREEN, DIAGNOSE, MONITOR OR EVALUATE THE TREATMENT OF PATIENTS IN ANY MANNER WHATSOEVER.

4.2           THE CLINICAL RESEARCH DATA PROVIDED BY THE SYSTEM AND THE SOFTWARE ARE TO BE USED AS REFERENCE TOOLS ONLY, AND SHOULD NOT BE GIVEN ANY UNDUE WEIGHT IN MAKING RESEARCH OR SCIENTIFIC DECISIONS.  SUCH CLINICAL RESEARCH DATA SHOULD NEVER REPLACE INFORMED MEDICAL JUDGMENT AND SCREENING, MONITORING, DIAGNOSIS AND/OR EVALUATION OF TREATMENT BY A COMPETENT AND LICENSED PHYSICIAN OR HEALTHCARE PROFESSIONAL.

4.3           USE UNDER ANY OTHER CIRCUMSTANCES OR BY ANY OTHER PERSON IS STRICTLY PROHIBITED AND VOIDS ANY WARRANTIES, REPRESENTATIONS AND REMEDIES NOT OTHERWISE DISCLAIMED BY HDI.

4.4           BUYER SHALL USE THE SYSTEM AND THE SOFTWARE IN A CAREFUL AND PROPER MANNER AND IN COMPLIANCE WITH THE INSTRUCTIONS FOR USE AND IN COMPLIANCE WITH ALL APPLICABLE STATE AND FEDERAL AND/OR INTERNATIONAL LAWS AND REGULATIONS.

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                5.            Other Restrictions on Use of Software .

5.1           The Software is Copyright Ó 1990-2009 Hypertension Diagnostics, Inc., and portions of the Software are Copyright Ó 1989-1996 Datalight, Inc. The Software is protected by U.S. and foreign copyright laws and international treaties, and Buyer agrees to treat it like any other copyrighted material. Without limiting the generality of the foregoing, Buyer shall not:  (i) use the Software on any computer or similar equipment other than