Letter of Understanding & Indemnification
In response to, and in consideration of, the COVID-19 emergency, by signing this Letter of Understanding below, you, on behalf of and in connection with your role at: {healthcareInstitution} a healthcare facility or healthcare provider (“Provider”), understand and agree to the following terms and conditions with respect to the order of Masks On Corporation and any instructions related to the use thereof (the “Component Parts”) made by Provider on {date} and supplied to Provider by Masks On Corporation, a Massachusetts not for profit corporation to be formed, or any of its volunteers, contributors, partners, agents, or representatives (collectively “Masks On”) (see MasksOn.org):
1. Provider understands that all Component Parts provided by Masks On are either (i) generic components, (ii) parts manufactured pursuant to specifications provided by Provider to Masks On, or (iii) requested as-is at the instruction of the Provider. Both Parties agree that such Component Parts provided by Masks On are not and do not constitute finished medical products.
2. Provider shall solely determine how such Component Parts are used and shall use such Component Parts at Provider’s sole discretion.
3. Provider understands that Masks On is currently not a registered/licensed medical device manufacturer with the U.S. Food and Drug Administration (“FDA”) or any applicable ANY regulatory agency.
4. Provider understands and agrees that Masks On has not conducted performance testing, functionality testing or validation testing with respect to the Component Parts or use of Component Part for any purpose, including biocompatibility testing that may be relied upon by Provider. Any such testing, if required, shall be the sole responsibility of Provider.
5. Provider understands and agrees to indemnify and defend Masks On for all costs and liability, including attorney fees and all regulatory compliance and liability, related to the supply and use of Component Parts provided by Masks On, any Provider specifications for the Component Parts, distribution of the Component Parts or other products that incorporate the Component Parts by Provider.
6. Provider understands and agrees that the Component Parts are provided on an “as is” and “as available” basis, and without any representation, warranty, guarantee or condition of any kind whatsoever, whether express, implied or statutory, including without limitation any implied warranties of merchantability, fitness for a particular purpose, satisfactory quality, quiet possession, title, quality of service, non-infringement, or that otherwise arise from a course of performance or dealing, or usage of trade, all of which are hereby disclaimed by Masks On.
7. The undersigned agrees and acknowledges that he/she/they are signing on behalf of Provider and in relation to any use of the Component Parts by Provider or any representatives of Provider, and that Masks On may rely on the undersigned’s authority to bind Provider regarding the use of such Component Parts.
ACCEPTED AND AGREED as of {date}
{healthcareInstitution}, {yourContact}, {yourEmail}
NAME OF PROVIDER
{typeA}
SIGNATURE
{yourRole}
TITLE