Americord Stem Cell Storage Agreement
- Overview of Agreement. This Agreement is a legal agreement between Americord Registry LLC and each person who has signed this Agreement in the client signature box below. This Agreement covers certain umbilical cord blood stem cell storage services to be provided to you by Americord. This Agreement takes effect when Americord has received a complete, signed copy of this Agreement and all of the applicable forms in the enrollment packet.
- Definitions. When used with an initial capital letter, the following words have the meanings given below:
“Agreement” means this document, which has the title Americord Stem Cell Storage Agreement, and all attachments to this document that are identified below as being part of the Agreement, including the Payment Plan Form.
“Americord” means Americord Registry LLC.
“Child” means the person whose Cord Blood is collected and whose Stem Cells are to be stored under this Agreement.
“Client” means each person who has signed this Agreement in the client signature box below. References to “Clients” in the plural mean each Client (or if there is only one Client, that person). This Agreement also uses the terms “you” and “your” to refer to the Client(s).
“Collection Kit” means a kit provided to you by Americord that is to be used by the Health Care Provider to collect the Cord Blood, and, if applicable, the Cord Tissue the Placenta, when the Child is born.
“Cord Blood” means the Child’s umbilical cord blood as collected by the Health Care Provider from the umbilical cord and/or placenta.
“Enrollment Documents” means all of the forms in the enrollment packet provided to you by Americord that are applicable to your situation.
“Fees” means the fees for the Services that the Client has selected on the Payment Plan Form included in the Enrollment Documents, and any release fees as described below in this Agreement.
“Health Care Provider” means the health care provider who has primary responsibility for supervising the delivery of the Child.
“Cord Tissue” means the umbilical cord tissue that contains stem cells contained in the umbilical cord.
“Placenta” means the stem cells contained in the placenta tissue collected after the birth of the Child.
“Services” means the Cord Blood processing, Stem Cell storage and related services provided by Americord to the Clients as further described in this Agreement, including its attachments.
“Stem Cells” means the stem cells isolated from the Cord Blood, and, if Clients chose to store the stem cells from the Cord Tissue and the Placenta, the stem cells isolated from the Cord Tissue and the Placenta.
- Provision of Services. Subject to Client’s timely payment of the Fees and performance of its other responsibilities under this Agreement, Americord agrees to provide the Services to Clients until the date that this Agreement ends as specified in Section 14 (Termination).
- Fees. Clients agree to pay the Fees for the Services selected by the Clients on the Payment Plan Form. Fees must be paid by the due dates and by the payment method indicated on Payment Plan Form. Any taxes that may be due on the Fees (excluding taxes on Americord’s income) are the responsibility of the Clients, and the Fees are expressed exclusive of taxes. Americord may change the Fees for annual storage (other than for periods for which the Clients have pre-paid the Fees) from time to time by providing written notice to the Clients. Any Client giving birth outside of the continental U.S. are subject to the greater of the actual shipping fees incurred or $500 international shipping surcharge. If Clients choose to pay by credit card or direct debit, Clients will update the credit card or direct debit information provided to Americord so that Americord always has valid account information in advance of the date that payment is scheduled to be charged or debited. Clients understand and agree that they are jointly and severally liable for payment of the Fees, which means that all of the Clients are liable to pay the Fees, and each Client is are jointly and severally liable for any unpaid portion of the total fee. This applies even if Clients who are married or live together become divorced, separated or otherwise estranged. Fees paid to Americord are non-refundable except as provided herein.
Prior to your initial payment, which is processed after your Child is born:
Collection Kits. When Americord receives your complete Enrollment Documents, Americord will send you the “Collection Kit” that is to be used by your Health Care Provider to collect the Cord Blood, and, if applicable, the Cord Tissue and the Placenta, when your Child is born. It is your responsibility to store the Collection Kit properly as directed in the written documentation that accompanies the Collection Kit.
Collection Procedures. You must inform the Health Care Provider that you want the Child’s Cord Blood, and, if applicable, the Cord Tissue and the Placenta, collected. You should provide the Health Care Provider with the collection instructions that are provided with the Collection Kit in advance of the delivery of the Child. The well-being of the mother who is giving birth and of the Child is, of course, the Health Care Provider’s top priority, and you acknowledge that circumstances may arise that result in the Health Care Provider not collecting the Child’s Cord Blood, Cord Tissue or the Placenta due to the exercise of the Health Care Provider’s professional judgment or other reasons. These circumstances could include premature delivery (in which case there may not be enough Cord Blood to collect) or delivery complications. You acknowledge that it is the responsibility of you and the Health Care Provider to ensure that the collection and shipping preparation instructions are followed. If the Health Care Provider charges a fee for collecting the Cord Blood or the Cord Tissue or the Placenta, that fee is the responsibility of Clients. You are responsible for contacting Americord promptly after the Child’s Cord Blood, and, if applicable, the Cord Tissue and the Placenta are collected to arrange for shipment to Americord in accordance with the instructions included with the Collection Kit.
Health Screening. The Enrollment Documents include health questionnaires for the biological mother, including, if applicable, the surrogate or gestational carrier of the Child. Each of these individuals must complete the health questionnaire accurately and completely.
Blood Sample from Birth Motherr. A blood sample will be required from the birth mother (which, in the case of a birth involving a surrogate mother or gestational carrier, means the surrogate mother or gestational carrier who carries the Child). If the birth mother is not one of the Clients, it is Clients’ responsibility to obtain her consent (using the informed consent form provided with the Enrollment Documents) to the collection and processing of her blood sample as required in order for Americord to process the Child’s Cord Blood, and, if applicable, the Cord Tissue and the Placenta, in accordance with applicable regulations and Americord’s standard procedures.
Processing of Maternal Blood Sample, Cord Blood, and, if applicable, the Cord Tissue and the Placenta. When Americord receives the completed Collection Kit from you, Americord will have a third party clinical laboratory test the Cord Blood and the birth mother’s blood sample for certain infectious diseases and conditions as required by applicable law and regulation. Some or all of these tests may also be carried out on the Cord Tissue and the Placenta or the stem cells isolated from the Placenta, if collected. These include the tests indicated on the informed consent form and may include Cytomegalovirus antibody test (CVM), Hepatitis B surface, core antibody, Hepatitis C, HIV Type I and II, Human T-Cell Lymphotropic Virus (HTLV), Type I and II, Syphilis, ABO/RH, Antibody screen, NAT Testing for HIV I and Hepatitis C.
- Your fees will be waived if Americord determines that the Cord Blood that is collected from the Child is not suitable for processing or that the Stem Cells isolated from the Cord Blood, the Cord Tissue, or the Placenta are not suitable for storage, except for the following applicable cancellation fees;
- A cancellation fee that covers the quoted expense of expedited shipping fees will be incurred if you cancel your Services and your collection kit was expedited to you via courier or other express shipment method at your request;
- A $199 cancellation fee per child will be incurred if you cancel your Services but fail to return the Collection Kit;
- No cancellation fee per child will be incurred if you cancel your Services and return your Collection Kit unopened and unused within 25 days after the anticipated due date of the Child, except for the expense incurred for expedited shipping at your request.
Americord may also test the blood type of the Cord Blood and the birth mother’s blood sample and/or perform DNA analysis. Americord may obtain additional tests to confirm the initial results, at its sole discretion. Americord will notify you of the blood test results, either directly or through your designated physician or other appropriately qualified health care provider. You acknowledge that Americord does not provide medical services and cannot consult with anyone concerning the blood test results. If you get a positive test result for any of the tested diseases of conditions, you should promptly consult a physician. If you believe you or the Child may have been exposed to any disease on the informed consent form, do not wait for testing as part of the Cord Blood intake process. Instead, consult immediately with a qualified health care professional who can advise you on testing and potential treatment. Either Americord or the testing laboratory, or both of them, may be obliged by applicable laws and regulations to disclose positive test results to other affected individuals, the public health authorities and/or to your physician, and you consent to such disclosure. You also consent to Americord’s disclosure of the test results to the Child (after the Child reaches the age of majority) and to anyone who has a reasonable need to know the test results in connection with a proposed use of the banked Stem Cells. After isolation of the Stem Cells from the Placenta, the Placenta may be discarded or donated for clinical or non-clinical uses as permitted by law at Americord’s discretion.
What Happens if the Cord Blood, Cord Tissue or Placenta is Rejected. Americord reserves the right to reject the Cord Blood, and, if applicable, the Cord Tissue or the Placenta, if the Cord Blood sample, the birth mother’s blood sample, or the Cord Tissue or Placenta test positive for any contagious disease as described above. Americord may also reject the Cord Blood or the Cord Tissue or Placenta if it fails to meet other standards for processing and storage, such as sufficient quantity or a flaw in the collection, handling or shipping steps that renders the Cord Blood or the Cord Tissue or Placenta unsuitable for processing or storage. If Americord rejects the Cord Blood, Americord will notify the Clients in writing of that decision and will refund any amounts paid prior to the rejection notice. A partial refund may apply where only the Cord Blood or the Cord Tissue or the Placenta is rejected at Americord’s sole discretion. Americord will make any refund that is due to you by the same method as the method of payment that was used, or any other reasonable method that Americord may choose. (For example, if you paid by credit card Americord may choose to refund your card or send you a check.) If the Cord Blood or the Cord Tissue or the Placenta is rejected, emergency or expedited medical shipping fees incurred by Americord in connection with the collection are not refunded. If the Cord Blood is rejected, the credit for the Healthcare Professional fee applies at the sole discretion of Americord. Americord will be entitled to dispose of the rejected Cord Blood or the Cord Tissue or the Placenta in accordance with standard clinical practices and without further notice to the Clients.
Storage and Release of the Stem Cells. If the test results and the Cord Blood specimen meet Americord’s intake requirements, Americord will process the Cord Blood to isolate the Stem Cells and store the Stem Cells in accordance with Americord’s standard storage procedures. Americord will continue to store the Stem Cells for the Term provided that Clients comply with all provisions of this Agreement. Each Client will have the authority to request that Americord release the Stem Cells to an appropriately licensed medical facility or laboratory, or to another licensed stem cell banking provider. The Clients acknowledge that Americord is not required to notify the Child or any other Client of the request, or to seek the consent of the Child or any other Client, and that, for purposes of this Agreement, each Client shall be deemed to be the agent of each other Client. Client will release the Stem Cells as requested provided that Client has paid all Fees that are due. In addition, if the Stem Cells are being released for use in a medical procedure in a human being, including the transplant of the Stem Cells into a human being, Americord will only release the Stem Cells to the physician who is performing or supervising the medical procedure, upon that person’s written request. The Clients acknowledge that the statutory and regulatory requirements for the storage and release of stem cells is an evolving area and that Americord may impose additional conditions on the storage or release of the Stem Cells as may be required by law or regulation at the relevant time. Any released Stem Cells will be transported by an appropriate courier, and the transportation expenses will be the responsibility of the Clients. The Clients acknowledge and agree that Americord’s responsibility for the Stem Cells ends when Americord transfers the Stem Cells to the courier.
When Child Becomes an Adult. Clients understand and acknowledge that the Stem Cells belong to the Child, and that when the Child reaches the age of legal majority in his or her jurisdiction (that is, becomes an adult in the legal sense), the Child has the right to decide if, or how, the Stem Cells will be used or continue to be stored. When the Child reaches the age of legal majority in his or her jurisdiction, the Clients must notify the Child that his or her Cord Blood was collected at birth and that his or her Stem Cells are being stored by Americord. (If the Clients have already told the Child these facts while the Child was a minor, the Clients must remind Child when he or she reaches the age of majority.) At that time, Clients must give the Child a copy of this Agreement or, if Clients’ copy of this Agreement has been misplaced or is otherwise unavailable, must inform the Child that a copy is available from Americord. As an adult, the Child may choose to terminate this Agreement or enter into an adult Stem Cell storage agreement with Americord, or to endorse this Agreement and continue to allow the Clients to exercise decision-making authority with respect to the use or continued storage of the Stem Cells. When the Child reaches the age of legal majority, the following will apply to the extent permitted by applicable law:
- If the Child wants Americord to continue to store the Stem Cells, the Child must notify Americord in writing that he or she wishes to assume responsibility for the ongoing storage of the Stem Cells and must sign Americord’s then-current terms and conditions of storage for an adult provider of stem cells. Upon the Child’s signature of such terms and conditions and Americord’s receipt of any required payments (which may include any past-due amounts under this Agreement), this Agreement will be deemed to be terminated. Any payments made by the Clients that cover any period after the Child enters into a new agreement with Americord will be applied to Child’s fee obligations under the new agreement and will not be refunded to Clients.
- If the Child wishes to terminate this Agreement, Child must so notify Americord in writing, and this Agreement will be deemed to be terminated as of the date that Americord receives such notice. Americord will notify the Clients of such termination by writing to the last address provided by the Clients. If Child wishes Americord to release the Stem Cells to another licensed stem cell banking facility, the Clients will be liable to Americord for the payment of the release fees set forth below in Section 13(B).
- Alternatively, if Americord is not notified by the Child that the Child wishes to terminate this Agreement or enter into a separate adult provider stem cell agreement between Child and Americord, or if the Child affirmatively notifies Americord that it wishes the Clients to continue to have decision-making authority with respect to the Stem Cells, the Child will be deemed to have endorsed this Agreement, and accordingly Americord will be entitled to treat the Clients as Child’s agents and Section 11 (Storage and Release of the Stem Cells) shall continue to apply until Americord receives contrary written instructions from the Child or this Agreement is terminated or expires.
- Release to a Medical Facility or Laboratory for Use. If the Clients instruct Americord to release the Stem Cells to an appropriately certified medical facility or laboratory for use, including to a physician for use in a medical procedure, Clients will be responsible for any associated fees.
- Release to Another Stem Cell Banking Facility. If the Clients instruct Americord to release the Stem Cells to a licensed stem cell banking facility, Americord will charge a one-time processing and handling fee of $199.
- Other Release. Any other release of the Stem Cells will be subject to a one-time processing and handling fee of $199, which may be waived by Americord, plus any additional costs incurred by Americord in connection with such release.
Consequences of Termination. If this Agreement is terminated, Americord will transfer the Stem Cells to another licensed stem cell banking facility if so requested by the Clients in writing, provided that the Clients have first paid all amounts due under this Agreement, including any Fees for the transfer under Section 13 (Release Fees). If the Clients request that Americord destroys or donates the Stem Cells for scientific or medical research, Americord will use commercially reasonable efforts to accommodate that request. IF THE CLIENTS DO NOT REQUEST THAT AMERICORD TRANSFER, DONATE, DESTROY OR OTHERWISE DISPOSE OF THE STEM CELLS, OR NOTWITHSTANDING ANY REQUESTS OR INSTRUCTIONS OF THE CLIENTS, THE CLIENTS HAVE NOT PAID IN FULL ALL AMOUNTS DUE HEREUNDER WITHIN 60 DAYS AFTER THE DATE OF TERMINATION OF THIS AGREEMENT, THEN TO THE EXTENT PERMITTED BY APPLICABLE LAW OR REGULATIONS, AMERICORD SHALL HAVE THE RIGHT, AT ITS OWN EXPENSE AND WITHOUT FURTHER NOTICE TO THE CLIENTS, TO DESTROY OR DONATE THE STEM CELLS, CONTINUE TO STORE THE STEM CELLS AT ITS OWN FACILITY AND CHARGE A REASONABLE FEE FOR THEIR RELEASE AT A LATER DATE, OR TRANSFER THE STEM CELLS TO ANOTHER LICENSED STEM CELL BANKING FACILITY, WHICH MAY CHARGE THE CLIENTS OR THE CHILD (IF OF AGE) FOR ANY SUBSEQUENT RELEASE OF THE STEM CELLS.
Disputes and Court Orders Regarding the Stem Cells. If the Clients disagree as to any proposed release, donation, transfer or other disposition of the Stem Cells while the Stem Cells are in the custody of Americord, Americord reserves the right to seek a declaratory judgment from any court of competent jurisdiction to determine Americord’s obligations with respect to such disputed release, donation, transfer or other disposition, and the Clients shall indemnify Americord on demand and in full for all costs, including attorneys’ costs, incurred by Americord in seeking, obtaining and/or complying with such declaratory judgment.
Confidentiality. The Clients, on behalf of themselves and the Child, consent to the use of their and the Child’s confidential information, including the information on the Health Questionnaires and test results, as set forth in this Agreement, including the Informed Consents, and acknowledge and agree that Americord may retain and make further use of such confidential information for all lawful purposes as may be reasonably necessary for Americord’s performance of its obligations under this Agreement or as otherwise may be required by applicable laws or regulations.
Exclusion of Warranties.EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, INCLUDING ITS ATTACHMENTS, AMERICORD DOES NOT MAKE ANY WARRANTY, AND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED OR ARISING OUT OF A COURSE OF CONDUCT OR COURSE OF DEALING, INCLUDING ALL WARRANTIES OF TITLE, PERFORMANCE, USE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. NO ORAL OR WRITTEN STATEMENT BY AMERICORD THAT IS NOT CONFIRMED IN THIS AGREEMENT SHALL CREATE ANY ADDITIONAL WARRANTY. AMERICORD RESERVES THE RIGHT AT ITS SOLE OPTION TO TERMINATE THIS AGREEMENT ACCORDING TO SECTION 14(C). AMERICORD DOES NOT WARRANT OR GUARANTEE THAT THE CORD BLOOD OR CORD TISSUE OR THE PLACENTA WILL BE SUCCESSFULLY COLLECTED OR PROCESSED, OR THAT THE STEM CELLS WILL BE SUCCESSFULLY CRYOPRESERVED OR BE SUITABLE FOR TRANSPLANT OR OTHER THERAPEUTIC USE, OR USE OF ANY OTHER KIND.
Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AMERICORD BE LIABLE FOR LOSS OF, OR DAMAGE TO THE CORD BLOOD OR STEM CELLS (EXCEPT TO THE LIMITED EXTENT DIRECTLY DUE TO AMERICORD’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCTS LIABILITY, OR OTHERWISE, EVEN IF AMERICORD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AMERICORD’S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENTS TO AMERICORD HEREUNDER DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE OF THE EVENT GIVING RISE TO SUCH LIABILITY. THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. BECAUSE SOME JURISDICTIONS LIMIT OR DO NOT ALLOW CERTAIN EXCLUSIONS OR LIMITATIONS OF WARRANTIES OR LIABILITY, SECTIONS 18 AND 19 MAY NOT PARTIALLY OR ENTIRELY APPLY TO CLIENTS. TO THE EXTENT THAT ANY SUCH LIMITATION OR EXCLUSION OF LIABILITY OR WARRANTY IS CIRCUMSCRIBED, IT SHALL BE LIMITED TO THE LEAST EXTENT POSSIBLE UNDER APPLICABLE LAW. THE CLIENTS ACKNOWLEDGE THAT AMERICORD’S WILLINGNESS TO PROVIDE THE SERVICES AT THE PRICES SET FORTH HEREIN ARE BASED IN SIGNIFICANT PART UPON THE EXCLUSIONS OF WARRANTIES AND THE LIMITATIONS AND EXCLUSIONS OF LIABILITY SET FORTH IN THIS AGREEMENT.
Indemnification. The Clients acknowledge that Americord is entitled to rely on the Clients’ compliance with this Agreement, and particularly Clients’ compliance with Section 12 (“When Child Becomes an Adult”). The Clients agree that the Clients will, on a joint and several basis, defend and indemnify Americord and hold Americord harmless from any claim or action by the Child, any other Client, or any third party, based on or arising from (i) Clients’ failure to provide notice to the Child as required herein; (ii) the use of, damage to, or loss of the Stem Cells, (iii) any breach or alleged breach of any duty of any Client, including any breach of any fiduciary duty, or (iv) any other matter arising in connection with Americord’s proper performance of the Services as set forth herein, and any losses, costs or liabilities arising from subclauses (i) through (iv), except to the extent such loss, cost or liability was due to the gross negligence or willful misconduct of Americord.
Personal Use only; Proprietary Information. The Collection Kit and Services may contain or use proprietary information of Americord and/or third parties, or otherwise be subject to intellectual property rights of Americord and/or third parties. The Clients acknowledge that the Collection Kit and Services are for the Clients’ personal use only and agree that they shall not use, nor permit anyone to use, the Collection Kit (including the documentation that accompanies the Collection Kit) or the Services for any business use or other use that is competitive with Americord’s business.
Miscellaneous. . At least one person who signs this Agreement must be a legal guardian of the Child, either by law (such as a birth mother or father whose rights have not been changed by a legal agreement or a court order, or a parent who has completed the legal adoption of the Child) or by court appointment (such as a guardian appointed by a court). Failure by Americord to insist upon performance of any term or condition of this Agreement shall not be construed as a waiver of such term or condition and shall not affect the right of Americord thereafter to enforce each and every term and condition hereof. This Agreement and all disputes arising out of or related to this Agreement shall be solely and exclusively construed and governed in accordance with the laws of the State of New York, USA, without applying any law that would result in the application of a different body of law. Any and all suits hereunder shall be brought and resolved solely and exclusively in, and the parties hereby irrevocably consent to the exclusive jurisdiction and proper venue of, the state and federal courts located in New York, New York, USA, and waive any objections thereto based on any ground including improper venue or inconvenience of forum. Notwithstanding the foregoing, Americord shall have the right: (i) to enforce judgments; or (ii) seek declaratory or injunctive relief in any court of competent jurisdiction. The Clients may not assign or delegate this Agreement without the prior, express written consent of Americord. Americord may freely assign or delegate this Agreement without the Clients’ consent. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties, and their successors and permitted assigns. Any notice to be given hereunder by either party to the other shall be in English and in writing, and shall be hand delivered or sent by overnight courier or registered, express mail to the addresses listed on the Enrollment Documents (or in the case of any Client, any updated address provided by the Client in writing to Americord, and shall be deemed to be effective two (2) business days after dispatch. If one or more provisions in this Agreement are ruled entirely or partly invalid or unenforceable by any court or governmental authority of competent jurisdiction, then: (i) the validity and enforceability of all provisions not ruled to be invalid or unenforceable shall remain unaffected; (ii) the effect of such ruling shall be limited to the body making the ruling; (iii) the provision(s) held wholly or partly invalid or unenforceable shall be deemed amended, and the parties shall reform the provision(s) to the minimum extent necessary to render them valid and enforceable in conformity with the parties’ intent as manifested herein. As used in this Agreement, the words “include,” “including” and their variants shall be interpreted as if followed by the words “without limitation.” Any rights to accrued payments and Sections 1, 2, 13, 15, 16, 17, 18, 19, 20, 21 and 22 shall survive the expiration or termination of this Agreement.
- For Breach. This Agreement may be terminated by the Clients if Americord materially breaches this Agreement and fails to cure the breach within 30 days after Clients give Americord written notice of the breach and their intention to terminate this Agreement if the breach is not cured. If there is more than one Client, notice to one Client will be deemed to be notice to all of the Clients. This Agreement may be terminated by Americord if any of the Clients materially breach this Agreement, including by failing to pay the Fees when due, and fails to cure the breach within 30 days after Americord give Clients written notice of the breach and its intention to terminate this Agreement if the breach is not cured.
- Voluntary Termination by Client. This Agreement may be terminated by the Clients for any or no reason upon 60 days’ written notice to Americord, accompanied by complete instructions for the transfer or other disposition of the Stem Cells and the payment required under Section 13 (Release Fees) if applicable. If there is more than one Client, notice from one Client will be deemed to be notice from all of the Clients.
- Voluntary Termination by Americord. This Agreement may be terminated by Americord upon 180 days’ written notice to the Clients, during which notice period, the Clients may arrange for the transfer of the Stem Cells to another licensed stem cell banking facility, or any other disposition of the Stem Cells that is permitted by applicable laws and regulations. Americord may opt to transfer the Stem Cells to another licensed stem cell banking facility at Americord’s cost, at Americord’s sole discretion. If Americord terminates this Agreement voluntarily under this Section 14(C), no payment will be required from the Clients under Section 13 (Release Fees) and no additional payment will be required from Clients to Americord for any Fees covering the remaining storage period. If there is more than one Client, notice from one Client will be deemed to be notice from all of the Clients.
- Termination upon Child Reaching Majority.This Agreement may be terminated as set forth in Section 12.
Quality Product Guarantee
If your child’s stored cord blood is used in a stem cell transplant and fails to engraft, Americord will pay up to $80,000 to defray the cost of the procurement of an alternate stem cell source if medically indicated.
This Quality Product Guarantee is not intended to guarantee the result of a medical procedure. It is intended to apply only in the event that cord blood stem cells are required for hematopoietic transplant, subject to certain exclusions defined below. In order to qualify, Client must complete the required Enrollment Packet, including the Enrollment Agreement, the Informed Consent, the Payment Plan Form and Credit Card Authorization, and the Health Questionnaire in entirety. Engraftment is defined as achieving a peripheral blood absolute neutrophil count of 500 per microliter for three consecutive measurements with the first of the three measurements occurring within 100 days of transplantation. The engraftment must be of donor origin. The Quality Product Guarantee does not include (i) cord blood units that are collected by any method outside of Americord’s standard operating procedure, even if such cord blood units have been stored by Americord’s with Client’s approval; (ii) transplantation of umbilical cord blood with less than 2x10^7 total nucleated cells per kilogram, even if such cord blood units have been stored by Americord with Client’s approval; (iii) transplantation of umbilical cord blood with less than 1x10^5 CD34+ cells per kilogram, even if such cord blood units have been stored by Americord with Client’s approval; (iv) co-transplant with supplemental stem cell sources (e.g., additional cord blood, peripheral blood or bone marrow); (v) transplant other than to biological family members defined as the child (i.e., the cord blood donor) and his/her biological parents and biological siblings; (vi) experimental transplantation, including but not limited to, transplantation using stem cells that are subject to a US Food and Drug Administration investigational new drug application or foreign equivalent, use of an investigational drug by the transplant recipient within 100 days of transplantation, cells transplanted for non-homologous use, transplantations using stem cells that prior to administration to the patient, have been subject to more than minimal manipulation (stem cell expansion, gene therapy or extensive laboratory culture or positive or negative cell selection). Any and all payments made by Americord under the Quality Product Guarantee are made at the sole discretion of Americord. The Quality Product Guarantee is not meant to cover any costs that are reimbursed by Third Party Payors, such as Blue Cross/Blue Shield, Medicare, Medicaid or other commercial insurance company that is the payor for coverage provided by a health plan. Prior to payment of the Quality Product Guarantee, Americord must have proof, in writing, that all third party payers involved in paying for collection, storage or transplant have been notified and declined coverage. If the cord blood failed to engraft, Americord requires a signed statement from the treating transplant physician attesting to the fact that the transplant did not engraft as described above and supporting laboratory reports.