Grant of License. Subject to the terms of this Licensing Agreemen, Cattaneo & Stroud, Inc. (C&S) grants to Client, during the term of license, a non-exclusive, nontransferable, time-limited license to use the Methodology and Ratios solely in the manner described and for the purposes specified in the Cattaneo & Stroud Physician Resource Planning Methodology Operations Manual (the “Operations Manual”), which is incorporated by reference in this Licensing Agreement.
Use by Affiliates. Client’s use of Methodology and Ratios under the license granted in Section 1 hereof is limited to use by The Client employees for the hospitals and medical groups operated by The Client affiliates as of the Commencement Date. Client is prohibited from providing the Methodology, Ratios or Operations Manual to any independent contractor or outside consultant without the prior written consent of C&S. The foregoing prohibition does not apply to disclosing information to external accountants and attorneys for the express purpose of the rendering of professional advice. The foregoing prohibition does not apply to disclosing information to a governmental agency as required by law. The foregoing prohibition does not apply to sharing Client’s work product and reports developed through Client’s own use of the Methodology and Ratios, provided such work product and results contain proper attribution to C&S in accordance with Section 3. Should Client wish to utilize the Methodology and Ratios for facilities or medical foundations acquired after the Commencement Date, Client shall notify C&S who shall have the right to charge a supplemental license to add use for such entities.
Distribution of Proprietary Information. Client may incorporate the Ratios into Client’s internal planning documents in the manner described in the Operations Manual. Copies of the Methodology, Ratios or Operation Manual may not be distributed outside of The Client and its affiliates covered under this license. Physical copies of the Methodology and documents or files containing the Ratios or results derived from the Ratios shall include an attribution to C&S as the source of the Methodology and Ratios and data contained therein. Client may not resell, recompile or redistribute the Methodology, the Ratios or any data derived therefrom without C&S's prior written consent.