1. Facilitator Role & Disclaimer: Medical Patents Broker Inc. (“MPB”) is a transaction facilitator, not a law firm, financial advisor, or fiduciary. All information is provided “as-is” without warranty of title, validity, or enforceability.
2. Procuring Cause & Commission: Requestor/Buyer/Licensee is a Sophisticated Party (“SP”) and acknowledges MPB as the “Procuring Cause” of any introduction. Any transaction (purchase, license, or joint venture) involving the listed Asset by the SP or its Affiliates shall entitle MPB to its commission from the Seller/Licensor. MPB’s baseline commission rates for the Seller/Licensor are:
- 12% for a Straight Sale (Full Assignment).
- 18% for a Hybrid Transaction (Part Sale, Part License).
- 24% for a Straight License (Ownership Retained).
- An additional 3% premium shall be added to each of the baseline rates above for transactions originating from a private listing in the Patent Maestro® Vault.
3. Non-Circumvention: SP shall not bypass MPB to contact the Seller directly. This obligation remains in effect for twenty-four (24) months after the last interaction regarding this Asset.
4. Confidentiality: SP agrees that any non-public information, data rooms, or patent documents provided following this request are Confidential Information and are to be treated as the SP treats its own trade secrets. SP shall use such information solely for evaluation purposes and shall not disclose it to third parties without prior written consent from the Seller/Licensor. Items listed in the Patent Maestro® Vault are the property of the Seller/Licensor who may require the Buyer/Licensee to execute a separate Confidentiality-Nondisclosure Agreement before the Seller/Licensor grants MPB written permission to provide Buyer/Licensee a digital key to the specified item number identified above.
5. Limitation of Liability: As access to the Patent Maestro® Vault is provided as a professional courtesy for evaluation purposes only, MPB’s total aggregate liability for any claim arising from this access or the data provided shall be strictly limited to $100.00 USD.
6. Governing Law & Arbitration: ALL ACTS AND TRANSACTIONS PURSUANT HERETO AND THE RIGHTS AND OBLIGATIONS OF THE SP AND MPB SHALL BE GOVERNED BY THE LAWS OF THE COMMONWEALTH OF KENTUCKY, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF. Any dispute shall be resolved through binding arbitration in Lexington, Kentucky, under AAA Commercial Rules.
7. Incorporation of Master Terms: Any matter or protection not specifically addressed in this Request shall be governed by the MPB Terms of Service & Conditions, which are incorporated herein by reference.