AGREEMENT
This Agreement is made and entered into this 9th day of January, 2004, and is
effective January 1, 2004, by and between CANCER THERAPEUTICS INC. (hereinafter
referred to as "CTI"), a corporation licensed to do business in Georgia, and
JOHN D. ARCHBOLD MEMORIAL HOSPITAL, INC. (hereinafter referred to as
"Hospital").
WITNESSETH:
WHEREAS, Hospital is desirous of obtaining the services of CTI to initiate
and establish a cryobanking service for cancerous tumors in Thomasville,
Georgia.
WHEREAS, CTI retains duly licensed physicians and qualified personnel
capable of furnishing cryobanking of rumor specimens for individuals undergoing
surgery at John D. Archbold Memorial Hospital.
WHEREAS, CTI is willing to provide said services as hereinafter set forth,
under the terms, covenants and conditions stated below;
NOW, THEREFORE, for the mutual covenants herein contained and for other
good and valuable considerations in hand paid or delivered, each party to the
other, the receipt and adequacy of which is hereby acknowledged, it is agreed as
follows;
1. CTI shall make cryobanking services available to patients within
Hospital's system, including the collection, storage and retrieval of
tumor specimens.
2. CTI shall provide applicable patient information and reimbursement
codes for Hospital's billing purposes.
3. CTI warrants that at all times during the term of this agreement its
personnel have appropriate training and / or certification to perform
all cryobanking duties and services.
4. CTI shall provide cryobanking services in such a manner as may be
required by any standard, ruling, or regulation of the State of
Georgia, the U.S. department of Health and Human Services, the Joint
Commission on Accreditation of Healthcare Organizations, or any other
applicable federal, state, or local governmental agency, corporate
entity, or such other entity exercising authority with respect to
Hospital.
5. CTI shall promptly prepare such medical and other records and reports
relating to the provision of cryobanking services consistent with
Hospital Policies and as reasonably requested by Hospital. The
ownership and right of control of all reports, records, and supporting
documents submitted to or by CTI shall rest exclusively with Hospital.
Hospital:________________ 1 CTI:________________
6. It is expressly acknowledged by the parties hereto that CTI, in
performing CTI's duties and obligations under this Agreement, is an
"independent contractor" and nothing in this Agreement is intended nor
shall be construed to create an employer/employee relationship, a
joint venture relationship, or to allow Hospital to exercise control
or direction over the manner or method by which CTI performs the
cryobanking services. CTI understands and agrees that, unless
otherwise required under applicable federal income tax laws or the
terms of any agreement between Hospital and the Internal Revenue
Service, (i) CTI staff will not be treated as an employee for federal
tax purposes; (ii) Hospital will not with hold on behalf of CTI staff
pursuant to this Agreement any sums for income tax, unemployment
insurance, social security, retirement benefits, or any other
withholding pursuant to any law or requirement of any governmental
body relating to CTI, or make available to CTI staff any of the
benefits afforded to employees of Hospital; (iii) all of such
payments, withholdings, and benefits, if any, are the sole
responsibility of CTI; and (iv) CTI will indemnify and hold harmless
Hospital from any and all loss or liability arising with respect to
such payments, with holding, or benefits, if any.
7. If this Agreement has a value or cost to Hospital of $10,000 or more
over any twelve-month (12-month) period, CTI shall perform the
obligations as may be from time to time specified for subcontractors
in Social Security Act ss. 1861 (v)(1)(I) and the regulations
promulgated in implementation thereof (currently codified at 42 C.F.R.
ss.ss. 420.300.304), including, but not limited to, retention and
delivery of records related to this Agreement. In the event any
request for this Agreement of CTI's books, documents, and records is
make pursuant to Social Security Act ss. 1861(v)(1)(I) and associated
regulations, CTI shall promptly give notice of sucquest to Hospital
and provide Hospital with a copy of such request and, thereafter, to
consult and cooperate with Hospital concerning the proper response to
such request. Additionally, CTI shall provide Hospital with a copy of
each book, document, and record made available to one or more persons
and agencies pursuant to Social Security Act ss. 1861(v)(1)(I) or
shall identify each such book, document, and record to Hospital and
shall grant Hospital access thereto for review and copying.
8. This Agreement has been executed and delivered in, and shall be
interpreted, construed, and enforced pursuant to and in accordance
with the laws of the State of Georgia.
9. In the event that either party elects to incur legal expenses to
enforce or interpret any provision of this Agreement, the prevailing
party will be entitled to recover such legal expenses, including,
without limitation, reasonable attorneys' fees, costs and necessary
disbursements, in addition to any other relief to which such party
shall be entitled.
10. Hospital agrees to pay CTI each month during the term of this
agreement an all-inclusive fee of three thousand dollars ($3,000.00)
for cryobanking services.
11. CTI agrees to render a statement to Hospital during the first week of
each month
Hospital: ______________ 2 CTI:_______________
of the term hereof for the cryobanking services provided during the
previous month. Hospital shall make said payment to CTI on or before
the 15thday of each month following the month of service.
12. The parties agree that the term of this Agreement shall be for a
period of six (6) months from the date of execution of the Agreement
by Hospital and CTI. The agreement shall not automatically renew for
any additional period of time.
13. Notwithstanding anything to the contrary in this Agreement, either
party hereto may terminate this Agreement, without cause, upon the
delivery to the other party hereto of thirty (30) days prior written
notice of such termination.
14. CTI acknowledges that during the course of performance under this
Agreement, it may receive confidential information concerning the
method of operation and administration of Hospital's business,
including, but not limited to, materials relation to fee schedules and
various operational procedures used by Hospital. Said confidential
information is the property of Hospital and CTI agrees that it will
not make use of any information obtained from Hospital with any party
other than Hospital.
15. This Agreement and any amendments hereto, shall constitute the
complete agreement of the parties and shall supersede any and all
prior agreements make by and between the parties. The parties hereto
agree that no warranties, inducements or representations exist except
as stated herein. The parties agree that this agreement may not be
amended unless in writing executed by an authorized representative of
each of the parties to this Agreement.
16. Any notice to be given under this Agreement shall be delivered by hand
or mailed by United States mail to the parties at the following
address:
To CTI: Cancer Therapeutics, Inc.
210 West Hansell Street
Thomasville, GA 31792
To Hospital: John D. Archbold Memorial Hospital, Inc.
Attention: Chief Executive Officer
Post Office Box 1018
Thomasville, Georgia 31799
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals,
respectively, by the undersigned authorized officers of each party hereto
as of the day and year first above written.
Hospital:______________ 3 CTI:______________
CTI
By:_______________________________
Title:______________________________
John D. Archbold Memorial Hospital, Inc.
By:________________________________
Title: President
Hospital:__________________ 4 CTI:__________________