Exhibit 10.1
AGREEMENT BY AND BETWEEN
THE AMERICAN COLLEGE OF CARDIOLOGY AND
SUMMIT MEDICAL SYSTEMS, INC.
This agreement is entered into on this 11th day of March, 1997 (the "Effective
Date"), by and between the American College of Cardiology, 0000 Xxx Xxxxxxxxxx
Xxxx, Xxxxxxxx, Xxxxxxxx 00000, hereafter called ACC, and Summit Medical
Systems, Inc., hereafter called the Vendor.
The goal of the ACC National Cardiovascular Data Registry(TM) (the Registry) is
to facilitate systematic data collection according to uniform professional
standards, provide analyses of each participants' own experience and outcomes
data, to provide a national body of clinical data of the highest quality, to
provide participants with confidential comparisons of their own versus national
data (or regional or other grouped data), and to undertake analyses of these
data to ensure high quality cardiovascular care. To facilitate the collection of
these data, ACC encourages independent software developers to create and license
software in accordance with ACC standards for the collection, management, and
reporting of cardiovascular data to the Registry.
1. Definitions of Terms
This agreement makes reference to terminology that is defined in the
following paragraphs.
1.1 Participants. A participant is an institution or practice (or a
defined and consistent grouping within such an institution or
practice) that is submitting pertinent cardiovascular data to the
Registry (as defined in Paragraph 1.4). The terms of participation
are covered by a separate agreement. Eligibility for participation
is contingent upon several criteria including entering into a
participation agreement with the
ACC, data entry using ACC Certified Software, and submission of the
data to the Registry according to a prespecified standard format and
data transfer protocol. Use of ACC-Certified Software alone is not a
sufficient condition to guarantee participation in the Registry.
1.2 The Program. Clinical database software program(s) (including all
updates, new versions, releases and derivative works thereof)
licensed by the Vendor to its Customers (defined below in
Paragraph 1.10), which enable Participants to enter patient data
files and transmit these data to the ACC Registry (defined in
Paragraph 1.4 below) in accordance with all cardiovascular reporting
and publishing requirements of the ACC (as defined in Paragraph 2.2
below).
1.3 The Data. Clinical and other information descriptive of
cardiovascular patient care that include the specific data elements
listed in Exhibit A. Data elements that permit the unique
identification of individual patients, clinicians, or institutions
constitute "Confidential Data," and shall be handled with special
procedures that will protect them from unauthorized release.
1.4 The Registry. A central agency of the ACC for the collection of
clinical, laboratory, imaging, administrative, and other data
pertinent to cardiovascular patient care, so organized that the data
can be properly processed, analyzed, and made available for study.
1.5 ACC's Works. All data forms, formats, definitions, codes and
codebooks, file specifications, file transfer protocols, procedural
guides, and all publications and reports developed by ACC in support
of the
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operations of the Registry, including all updates thereto and
derivative works thereof.
1.6 Vendor's Works. The Program and all associated user and technical
documentation and training materials, all Data Repositories and
related reports which are developed by or for Vendor, including all
updates thereto and derivative works thereof.
1.7 Participant Training Program. Provides instruction to Participants
in the appropriate collection, reporting, and use of Data that are
to be submitted to the Registry.
1.8 Data Repository. An entity engaged in the accumulation and
aggregation of clinical data for the purposes of measuring the
clinical performance of health care practitioners, establishing
normative standards of care, and/or demonstrating the quality of
patient care.
1.9 Customer. Any organization, entity or individual who enters into an
agreement with Vendor to license the Program or to renew or continue
a license to the Program. If a Customer represents multiple
institutions or utilizes the Program at multiple sites, for purposes
of this Agreement each such institution and/or site shall be deemed
a Customer.
1.10 Certified Vendor. A Vendor who is fully in compliance with the terms
of this Agreement.
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1.11 Certified Software. Versions or upgrades of the Program that are in
compliance with ACC software inspection and audit procedures as
described in Paragraph 5.
1.12 Certified Training Program. Training programs in the use of ACC
Works for the provision of cardiovascular care that have
successfully met the terms of Paragraph 9.1 of this agreement.
2. Creation and Licensing of Software Program
2.1 The Vendor shall create, develop, implement and support, to the
reasonable satisfaction of the ACC, Program(s) that will enable
Participants to submit Data directly to the Registry in an ACC-
approved format. The Program shall accept Data from Participants
using the elements listed in Exhibit A, which are attached hereto
and incorporated herein by reference, and which are further
discussed in Paragraph 2.2 hereof.
2.2 The Data shall be collected in accordance with ACC-specified
definitions, codes, and data edits that are provided in Exhibit B
attached hereto. The Program shall include integrated access to ACC
definitions of terms for all core data elements via context-
sensitive help screens or pull-down menus. The Program shall enable
Participants to extract Data on demand based upon ACC data
transmission specifications provided in Exhibit C attached hereto.
Participants shall be able to provide Data directly to the Registry.
The Vendor will be given six months from the Effective Date of this
Agreement to implement all terms incorporated herein, except as
excused in accordance with Paragraph 24 below. ACC may, on an annual
basis, alter its data
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element list in Exhibit A and associated specifications to reflect
changes in clinical practice and to improve its data collection
processes. Certified Vendors will be given 30 days notice prior to
the public release of these changes and will be given six months
from such notice to incorporate such changes in their current
version of the Program.
2.3 The Vendor is free to alter and otherwise modify the Program to meet
its Customer's needs. All variants of the Program that make use of
ACC's Works are subject to the royalty provisions of Paragraph 7.2
below.
2.4 The Vendor shall incorporate within the Program data
encryption/decryption routines that comply with ACC specifications
to safeguard Confidential Data (defined in Paragraph 1.3) that shall
be collected by the Program. The Vendor will provide its Customers
with an appropriate means, approved by ACC, for the
encryption/decryption of data files that can be made available to
the Registry to facilitate data transfers between the Customers and
the Registry in conformity with ACC specifications.
3. Development and Maintenance of the Registry
The ACC has formed the Registry for collecting and reporting data on the
processes and outcomes associated with patient care for cardiovascular disease.
The goal of this Registry is to enable cardiovascular specialists to measure
accurately and objectively their own clinical performance and, thereby, enhance
the quality of care provided to their patients. The Registry is led by
cardiovascular practitioners acting on behalf of the profession and, ultimately,
the patient population that they serve,
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to ensure excellence in patient care. This direct professional involvement is
intended to facilitate both the integrity and the confidentiality of the
reported Data.
The Registry will be responsible for the accumulation, management, analysis, and
reporting of data it receives from Participants. While the Vendor shall be
permitted to provide services similar to the Registry to its Customers who are
also Participants, including the creation of Data Repositories for the
accumulation, management, analysis and reporting of data pertinent to
cardiovascular patient care that Vendor receives from its Customers, the Vendor
shall not require its Customers to use these Vendor-supplied services. Further,
use of these Vendor-supplied services will not waive the Customer's
responsibilities as Participants.
The Vendor shall provide ACC with 45 days prior notice of the commercial release
of cardiovascular Data Repositories that are independent of ACC. The inclusion
of ACC's Works in the development of independent cardiovascular Data
Repositories is subject to copyright restrictions and to the payment of
royalties. Further, the use of ACC's Works in support of such Data Repositories
does not represent ACC's certification or approval of them. The Vendor
recognizes that any efforts on its part to form independent cardiovascular Data
Repositories will not preclude ACC from collecting comparable information
pertinent to the same reporting entities in its Registry, subject to the
Vendor's intellectual property rights in such Data Repositories.
4. National Database Reports
The Registry will provide the Participants with periodic national summary
reports and with confidential Participant-specific reports that compare
individual Participant performance with national benchmarks according to terms
specified under a separate agreement with each Participant. The Registry shall
also prepare
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special reports and analyses based upon information from its databases. The
Registry shall provide the Vendor with single copies of all national summary
reports at the same time such reports are provided to Participants.
5. Testing and Acceptance
5.1 Within four (4) months of signing this Agreement, the Vendor shall
demonstrate, to the reasonable satisfaction of the ACC, that the
Program is operating in accordance with the provisions of this
Agreement and that the Program is ready for distribution to
Participants. ACC will indicate its satisfaction in writing within
30 days of this demonstration or itemize deficiencies in the
Program. The Vendor will be given an additional 60 days to correct
any identified deficiencies in the Program. After this period of
time has elapsed, if the ACC reasonably determines that the Vendor
has failed to demonstrate the successful development and operation
of the Program, then the ACC may notify the Vendor in writing of its
rejection of the Program. In such case, the ACC shall have no
further obligation to the Vendor, ACC withdraws the use of its name
and logo for promotional purposes, and this Agreement shall be
deemed terminated per the terms specified in Paragraph 14. If the
ACC fails to notify the Vendor of its rejection of the Program, then
the ACC shall be deemed to have accepted the Program. Such
acceptance shall not evidence the ACC's waiver of any rights to
which it may be entitled if it later should determine that it is
dissatisfied with the Program due to changes that ACC requires,
which are discussed in Paragraph 5.3 below.
5.2 Vendor will license royalty-free to ACC, pursuant to a separate
standard license agreement, one (1) up-to-date copy of the Program
for
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installation and use in the ACC Department of Research and
Information Management, solely for ACC's internal use and training.
Vendor will also provide training in the use of the Program for ACC
staff that is equivalent to that provided to Vendor's Customers. The
Program shall be used solely to support the ongoing quality control
activities of the Registry, and to serve as a demonstration for any
interested guests to the ACC. The results of any quality control
audits will be kept strictly confidential.
5.3 Annually, there shall be a review and audit of the Program to
address any required changes (due to modifications made by ACC in
accordance with Paragraph 2.2), previously known deficiencies in the
Program, or deficiencies arising as the result of Vendor-initiated
changes. These will be identified and implemented or corrected
within a reasonable time period after notice from ACC. If the
implementation and corrections do not meet the satisfaction of the
ACC, the ACC may terminate this agreement per the terms of
Paragraph 14.
5.4 Only those Programs and related software (including versions and/or
upgrades of the Program) that have been ACC approved, as a result of
the annual audit referenced in Paragraph 5.3, may be denominated and
promoted as ACC Certified Software. No vendor may hold itself out as
a Certified Vendor unless its Program and related software have been
ACC certified pursuant to Paragraph 5.3. Previously Certified
Vendors that create new versions and/or upgrades of the Program and
related software and that have initiated the audit process under
Paragraph 5.3 for such new versions and/or upgrades, may indicate
that ACC approval/certification is "pending" for such new versions
and/or
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upgrades until the ACC has completed the audit process for those new
versions and/or upgrades.
6. Benefits to Certified Vendors
Certified Vendors are eligible for the following benefits: (1) use of the ACC
trademark in promotional materials related to the Program; (2) use of "ACC-
certified" designation in promotional materials and packaging related to the
Program; (3) listing in the ACC Annual Scientific Session official program as a
Certified Vendor; (4) inclusion on a listing of Certified Vendors that will be
publicly available from the ACC; (5) direct access to ACC technical support
personnel for any and all purposes related to the Registry and the Program; (6)
access to all national summary publications of the Registry; and (7) thirty (30)
days notice prior to the public release of any annual changes the ACC proposes
to make to the data elements list in Exhibit A and associated specifications to
reflect changes in clinical practice and to improve its data collection
processes (discussed in Paragraph 2.2 above).
7. ACC Trademark, License, and Royalty
7.1 The ACC hereby grants to the Vendor a license to use the ACC's name
and logo for the sole purpose of promoting the Program and the
benefits associated with qualifying as a Certified Vendor; provided,
however, that the Certified Vendor's use of the ACC's name and logo
shall be subject to the instructions of the ACC that are specified
in Exhibit D attached hereto, and shall be used in such a manner, or
as part of art and copy, that is approved in advance by the ACC, and
conforming to the standards and specifications of the ACC. The logo
should be clearly associated with the Program or the activities of
the
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Registry, and not used to reflect a global approval of a particular
line of software products or services.
7.2 In consideration for the license granted in Paragraph 7.1, the right
to use the ACC Works as provided herein, and for the rights and
privileges of being designated as a Certified Vendor, the Vendor
shall pay to the ACC an annual royalty of five hundred ($500.00) for
each Customer who licenses, continues or renews a license, or
otherwise obtains the Program from the Vendor. The Vendor shall make
royalty payments to the ACC on or before the thirtieth (30th) day of
the first month of each calendar quarter with respect to Customers
who licensed, renewed, or continued a license, or otherwise obtained
the Program from the Vendor during the previous calendar quarter.
7.3 The Vendor shall also pay to ACC an annual certification fee of
$4,000 for each Participant Training Program as described in
paragraph 9.1.
7.4 The Vendor shall also pay to the ACC an annual software audit fee of
$5,000 to verify that its Program and related software complies with
ACC specifications and may be denominated as Certified Software.
Audits will be conducted annually pursuant to Paragraph 5.3 of this
Agreement. The Vendor shall pay an annual audit fee on the execution
of this Agreement and upon each subsequent anniversary date of this
Agreement while it remains in effect. If a Vendor requests an audit
of a new version and/or upgrade of the Program and its related
software in between the normal due dates for the annual audit
required under Paragraph 5.3 and such audit is performed, the Vendor
will pay an additional audit fee of $5,000 for such audit within
thirty
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(30) days of the completion of the audit. Audit fees will be waived
for noncommercial Vendors as defined in Paragraph 25.
7.5 The Vendor shall provide ACC with a continuously updated list of
Customers, which shall be deemed Confidential Information subject to
the requirements of Paragraph 11 below. If the Customer represents
multiple institutions or sites, each institution or site must be
separately identified. The identities of Customers shall be provided
to ACC within 15 business days of their purchase, upgrade or renewal
of a license to the Program.
7.6 With each quarterly royalty payment, the Vendor shall provide the
ACC with an itemized written statement showing the following:
(a) the number of newly granted and continuing licenses to the
Program during the prior quarter, including the name, address,
and physician-contact of such Customers:
(b) a listing of Customers terminating their licenses to the
Program during the prior quarter, including the name, address,
and physician-contact of such Customers;
(c) a listing of Customers holding licenses to the Program during
the prior quarter, including the name, address, and physician-
contact of such Customers;
(d) the total number of licenses then-currently granted to the
Program by Vendor to its Customers;
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(e) the total royalty to which the ACC is entitled for the prior
quarter.
7.7 At the ACC's reasonable request, and no more than once in any twelve
(12) month period, the Vendor shall allow the ACC, or an independent
third-party auditor who executes a written confidentiality agreement
that is acceptable to Vendor, to inspect the Vendor's books and
records related to the performance of this Agreement.
8. Ownership
8.1 The parties hereby agree that as between ACC and the Vendor, Vendor
shall be deemed the owner of all rights, including copyrights, in
and to the Vendor's Works and all related software, documentation,
derivative works thereof and other materials that it creates or has
created; provided, however, that as between the Vendor and ACC, the
ACC shall be deemed the owner of all rights, including copyrights,
to the Registry, any and all reports based thereon, the ACC's Works
and any derivative works thereof it creates or has created. In
accordance with the foregoing rights of the parties, the Vendor
shall cause an appropriate copyright notice to be affixed to each
copy of the works owned by the respective parties. Such copyright
notices shall reflect the copyright ownership of the Vendor or the
ACC as appropriate. Each party shall assist the other in protecting
and enforcing its copyright and other intellectual property
interests under this Agreement, including but not limited to giving
assistance in the form of executing appropriate documents or giving
testimony; provided, however, that all such assistance shall be
given at the expense of the requesting party.
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8.2 The ACC shall be deemed the owner of all rights in the Registry.
8.3 The provisions of this Paragraph 8 shall survive any termination of
this Agreement.
9. Training, Support and Service
9.1 Any training program offered by the Vendor to its customers on the
collection and use of the Data or their reporting to the Registry
must be annually certified by the ACC for the Vendor to be fully
compliant with this Agreement. The training provided in such
programs will be distinct from that required to use the Program. ACC
evaluation and certification or recertification of Participant
Training Programs as described above will be required on an annual
basis and will be based on an annual review of the outline of the
planned course of study, written course materials and instruction
guides, and periodic (annual or as needed to ensure that training
problems are promptly rectified) site visits by ACC-designated
evaluators.
9.2 The Vendor shall be responsible for all technical support and
assistance required by its Customers in relation to the operations
and performance of the Program. The ACC will be responsible for all
technical support and assistance required by Participants in
relation to the Data and the Registry. The Vendor shall screen all
support requests it receives from Participants to ensure that all
those related to the Program are fulfilled by the Vendor, and that
only those related to the Data or the Registry are referred to the
ACC.
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10. Promotion
The Vendor shall include a Registry brochure and postage paid mailer with
documentation and materials related to the Program that it delivers to its
Customers. The Vendor shall also provide space for displaying a Registry
brochure at the Vendor's booth, if they choose to have one, during the annual
meetings of the ACC, the American Heart Association, and the Society of Thoracic
Surgeons. The ACC shall promote the Registry and Certified Vendors in
appropriate publications of the ACC and as discussed in Paragraph 6.
11. Confidentiality
11.1 All Confidential Information shall be deemed confidential and
proprietary to the party disclosing such information hereunder. Each
party may use the Confidential Information of the other party during
the term of this Agreement only as permitted or required for the
receiving party's performance hereunder. The receiving party shall
not disclose or provide any Confidential Information to any third
party, use or allow any third party to use the Confidential
Information to their benefit (financial or otherwise), and shall
take reasonable measures to prevent any unauthorized disclosure by
its employees, agents, contractors or consultants during the term
hereof including appropriate individual nondisclosure agreements.
The foregoing duty shall survive any termination or expiration of
this Agreement.
11.2 As used in this Agreement, the term "Confidential Information" shall
mean all information designated by a party as confidential and which
is disclosed by Vendor to ACC, is disclosed by ACC to Vendor, is
embodied in the Program or Registry, or is Confidential Data,
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regardless of the form in which it is disclosed, relating to markets,
customer lists, customers, products and proposed products, patents,
inventions, procedures, methods, designs, strategies, plans, assets,
liabilities, prices, costs, revenues, profits, organization,
employees, agents, resellers or business in general, or, in the case
of Vendor, the algorithms, programs, user interfaces and organization
of the Program.
11.3 The following shall not be considered Confidential Information for
purposes of this Article 11:
(a) Information which is or becomes in the public domain through no
fault or act of the receiving party;
(b) Information which was independently developed by the receiving
party without the use of or reliance on the disclosing party's
Confidential Information;
(c) Information which was provided to receiving party by a third party
under no duty or confidentiality to the disclosing party; or
(d) Information which is required to be disclosed by law, provided,
however, prompt prior notice thereof shall be given to the party
whose Confidential Information is involved.
12. Warranties
12.1 The Vendor covenants, warrants, and represents that the Program is an
original work; that the Program does not and will not violate any
copyright, or rights of others; that the Vendor has not previously in
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any matter disposed of any of the rights herein granted to the ACC nor
previously granted any rights adverse thereto or inconsistent
therewith; that there are no rights outstanding which would diminish,
encumber, or impair the full enjoyment or exercise of the rights
granted to the ACC herein.
12.2 ACC covenants, warrants, and represents to Vendor that the Registry
and ACC's Works are an original work; that the Registry, ACC's Works
and their use by Vendor as permitted or required hereunder do not and
will not violate any copyright, or rights of others; that the ACC has
not previously in any matter disposed of any of the rights herein
granted to Vendor nor previously granted any rights adverse thereto or
inconsistent therewith; that there are no rights outstanding which
would diminish, encumber, or impair the full enjoyment or exercise of
the rights granted to Vendor herein. The provisions of this Paragraph
12 shall survive any termination of this Agreement.
13. Indemnification
13.1 The Vendor shall indemnify, save, and hold harmless the ACC, its
officers, directors, agents, employees, and each of them, from and
against any and all claims, costs and expenses (including attorneys'
fees and expenses), demands, actions, and liabilities of every kind
and character whatsoever arising from (a) any wrongful act or omission
on the part of the Vendor with respect to the duties that it owes to
the ACC under this Agreement, or (b) any defects or malfunctions
associated with or related to the Vendor's Works or the Program, or
(c) the inaccuracy or breach of any of the covenants, representations
and
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warranties made by Vendor in Paragraph 12.1 and elsewhere in this
Agreement.
13.2 ACC shall indemnify, save, and hold harmless the Vendor, its officers,
directors, agents, employees, and each of them, from and against any
and all claims, costs and expenses (including attorneys' fees and
expenses), demands, actions, and liabilities of every kind and
character whatsoever arising from (a) any wrongful act or omission on
the part of the ACC with respect to the duties that it owes to Vendor
under this Agreement, (b) any defects or malfunctions associated with
or related to the Registry or ACC's Works, or (c) the inaccuracy or
breach of any of the covenants, representations and warranties made by
ACC in Paragraph 12.2 and elsewhere in this Agreement. The provisions
of this Paragraph 13 shall survive any termination of this Agreement.
14. Term and Termination
14.1 This Agreement shall become effective on the Effective Date and shall
terminate on January 4, 1999, unless terminated earlier as provided
below. Either party may terminate this Agreement upon the other's
failure to cure a material breach of this Agreement within sixty (60)
days after receipt of written notice of such breach from the other
party.
14.2 Upon any termination of this Agreement, each party shall return the
other party's Confidential Information to the other party, the
licenses granted under Paragraphs 4, 5.2 and 7.1 shall immediately
terminate, and Vendor shall no longer be deemed a Certified Vendor.
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15. Negotiation and Extension of Agreement
Absent the prior termination of this Agreement, and at the ACC's request, the
Vendor shall conduct good faith negotiations with the ACC, beginning no later
than July 1, 1998, to enter into a new agreement to become effective upon the
expiration of this Agreement. If such negotiations extend beyond the term of
this Agreement and the parties continue to perform their respective obligations
as described herein, this Agreement shall continue during the time of such
negotiations.
16. Notices
All notices and demands of any kind or nature which either party to this
Agreement may be required or may desire to serve upon the other in connection
with this Agreement shall be in writing, and may be served personally, by
registered or certified United States mail, or by overnight courier (e.g.,
Federal Express, DHL, or UPS) to the following addresses:
If to the Vendor: Xxxxx Xxxxx
President and Chief Executive Officer
Summit Medical Systems, Inc.
00000 Xxx Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000-0000
with a copy to: Xxxxxx X. Xxxx, Esquire
Xxxxxx & Xxxxxxx LLP
Pillsbury Center South
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
If to the ACC: Xxxxx X. Xxxxx
Executive Vice President
American College of Cardiology
0000 Xxx Xxxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
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with a copy to: Xxxxx X. Xxxxxxx, Esquire
Xxxxxxx, Xxxxxxxxxxx & Xxxx
0000 Xxxxxxxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Service of such notice or demand so made shall be deemed complete on the day of
actual delivery. Any party hereto may, from time to time, by notice in writing
served upon the other party as aforesaid, designate a different mailing address
or a different person to which all further notices or demands shall thereafter
be addressed.
17. Headings
The headings of the various paragraphs hereof are intended solely for the
convenience of reference and are not intended for any purpose whatsoever to
explain, modify, or place any construction upon any of the provisions of this
Agreement.
18. Assignment
This Agreement may not be assigned by either party without the express written
approval of the other party.
19. Relationship of Parties
The relationship of the parties to this Agreement is that of independent
contractors and not that of master and servant, principal and agent, employer
and employee, or partners or joint venturers.
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20. Counterparts
This Agreement may be executed in one or more counterparts, each of which shall
be deemed an original and all of which taken together shall constitute one and
the same instrument.
21. Waiver
A waiver by either party to this Agreement of any of its items or conditions in
any one instance shall not be deemed or construed to be a general waiver of such
term or condition or a waiver of any subsequent breach.
22. Governing Law
This Agreement shall be construed and enforced in accordance with federal law
and the law of the State of Maryland.
23. Severability
All provisions of this Agreement are severable. If any provision or portion
hereof is determined to be unenforceable by a court of competent jurisdiction,
then the rest of the Agreement shall remain in full effect, provided that its
general purposes remain reasonably capable of being effected.
24. Existing Agreements
The ACC will immediately seek to terminate prior agreements, in the event that
they exist, with all current Participants who have previously entered into
Participation Agreements with the ACC and the Vendor. The ACC will endeavor
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to enter into new Participation Agreements with such Participants that will
provide comparable terms regarding operations of the Registry and the provision
of summary reports. The ACC will continue to honor the Participation Agreements
of those Participants who do not wish to terminate their agreements. However,
ACC will no longer consent to the automatic annual renewal of such prior
Participation Agreements. Notwithstanding any contrary provisions in this
Agreement, if any Participant declines to terminate its prior Participation
Agreement, during the time such prior Participation Agreement is still in
effect, Vendor shall not be required to perform any of its obligations under
this Agreement which would conflict with the express terms of such prior
Participation Agreement.
25. Terms of Vendor Agreements
The ACC shall ensure that, at all times during the term of this Agreement, no
third party shall be a Vendor or Certified Vendor on terms substantially more
favorable than those contained in this Agreement, unless ACC offers those same
terms to Vendor by a written modification of this Agreement. These provisions
shall not apply to terms ACC offers to medical professional associations that
are categorized as 501 (c)(3) under the U.S. Tax Code or would qualify as
similar type organizations under the laws of the country in which the enterprise
is established.
26. Entire Agreement
This Agreement (a) constitutes the entire Agreement between the parties hereto
with respect to the subject matter hereof, (b) supersedes and replaces all prior
Agreements, oral or written, between the parties relating to the subject matter
hereof, and (c) except as otherwise indicated herein, may not be modified or
otherwise changed in any manner except by a written instrument executed by both
parties.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement by
their authorized representatives.
For the American College of Cardiology: For the Vendor:
/s/Xxxxx X. Xxxxx /s/Xxxxx Xxxxx
----------------------------------- ----------------------------------
Xxxxx X. Xxxxx Xxxxx Xxxxx
Executive Vice President President and Chief Executive Officer
3/13/97 3/13/97
----------------------------------- -------------------------------
Date Date
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