CRYONIC STORAGE AGREEMENT FOR MEMBER
This agreement is between XXXX whose address is YYYYYYYYYYYY (hereinafter
referred to as the "Next of Kin") and the CRYONICS INSTITUTE, a Michigan non-profit
corporation, whose address is 24355 Sorrentino Court, Clinton Township, Michigan
48035 (hereinafter referred to as "CI").
- The "Patient" is the deceased individual whose body is to be cryonically stored.
- The "Next of Kin" is the undersigned party to this Agreement and is the Patient's
legal next of kin, with authority to determine disposition of the Patient's body and shall
include, for purposes of determining the liability of the undersigned, the undersigned's
heirs, estate and/or successors in interest.
- "Cryopreservation" (formerly called "Cryonic Suspension") is
the process whereby:
- After an individual's legal death, his/her body is cooled, using processes
intended to preserve the flow of oxygenated blood during the early part of the
cooling process, and to preserve the body from cooling damage, until the body has
reached cryogenic temperature (below -100ºC); and the body is then maintained at
cryogenic temperature until
such time as the individual's revival to life, the repair of his/her body's diseases
and injuries and his/her rehabilitation into the then existing society are thought
practical; and then such revival, repair and rehabilitation are attempted; or
- After an individual's legal death, his/her body is prepared, and then preserved,
until such time as the individual's revival to life, repair of his/her body's diseases
and injuries and his/her rehabilitation are thought practical, and then such revival,
repair and rehabilitation are attempted; such preparation and preservation to be
implemented by such methods as CI in its best judgement finds most suitable.
- "To Cryopreserve" is the verb referring to the creation of the state of cryopreservation.
- "Cryonic preparation" shall mean those processes used to render the Patient's
body into a state suitable for long term preservation, and which may involve some
of the processes indicated by paragraph c(i) above.
- The "Cryopreservation Fee" is the amount set forth in section 2a hereof.
- "Cryonic treatment" includes all processes and procedures incident to cryopreservation.
- Cryopreservation is "impractical" when in CI's best good faith judgement, the
Patient's timely cryopreservation cannot be effected by CI within the economic
constraints imposed by the Cryopreservation fee, or CI faces the significant
possibility of substantial liability if it proceeds with the Patient's cryopreservation.
This Agreement is based on the following recitals:
- The Next of Kin desires the body of XXXXXXXXXXXXXXX (the "Patient"), cryonically stored,
in the hope of possible treatment and revival at some time in the future.
- CI engages in the cryopreservation of individuals after their legal deaths in the hope of
possible future treatment and revival.
- The Next of Kin is the Patient's next of kin. Next of Kin represents that he/she
possesses all legal authority over the disposition of the Patient.
- The Next of Kin desires that CI cryonically store the Patient, who is already deceased,
according to the terms and conditions set forth herein, and CI is willing to do so.
NOW THEREFORE, the parties hereto, for good and valuable consideration, the receipt
and adequacy of which are acknowledged herein, hereby agree that CI shall cryonically store
the Patient, and that the Next of Kin shall make payment therefor, and that each of the
parties shall perform such other tasks as may be required in connection therewith, in
accordance with the terms and conditions set forth below.
- CRYONIC STORAGE BY CI
- CI shall use its best efforts to cryonically store the Patient, using such
methods (consistent with the economic constraints imposed by the amount of the Patient's
Cryopreservation Fee) as CI determines in its good faith judgment are most likely to
result in the preservation of the Patient's body and most likely to preserve the
Patient's potential to function on revival as a living human being.
- At such time that CI determines in its good faith judgment that the Patient
can be satisfactorily revived and rehabilitated and that the Patient's revival
and rehabilitation are economically practical, CI shall use its best efforts to
revive and rehabilitate the patient.
- Notwithstanding the foregoing, CI's obligations under this Agreement shall
at all times be limited by each of the following factors:
- CI shall not be responsible for cryonically storing the Patient except
at CI's facility in Clinton Township, Michigan (or such other location at which
CI possesses facilities and equipment suitable for cryonically storing the Patient).
The responsibility for transporting the Patient's body to Clinton Township, Michigan
or such other location, as indicated by CI, shall rest with the Next of Kin, and not
CI. CI may, at its sole discretion, aid in such transportation, upon payment of
a reasonable fee requested by CI therefor.
- CI shall cryonically prepare the Patient, before storage, according to its best
good faith judgment, if such preparation is deemed feasible and useful. CI shall not
be responsible for any problems relating to the Patient's cryonic preparation or handling
or circumstances before arriving at the CI facility in Clinton Township, Michigan.
- CI shall not be responsible for any problems relating to the Patient's
cryopreservation or relating to CI's performance of its other duties under this
Agreement, arising by reason of any federal, state, or local statutes, regulations,
ordinances, or governmental or judicial directives.
- CI shall not be responsible for any failure to cryonically store the Patient
resulting in whole or in part from the Next of Kids breach of any of his/her duties
under this Agreement, or from the failure of cooperation of the Patients family,
physician(s), attorney, heirs or executors, where such failure makes impractical
the adequate cryonic; storage of the Patient.
- Once the Patient is in storage at CI, the Next of Kin cannot remove the patient.
- Any failure by CI to perform its obligations hereunder, which failure results
in whole or in part from the occurrence of a contingency beyond CI's reasonable
control, and which contingency makes performance hereunder by CI impractical (such
contingencies to include, without limitation, fire, strike, terrorist action, act
of nature, unanticipated disaster or shortage of materials) is excused, and CI
shall be without liability therefor.
- CI's obligations shall otherwise be limited as indicated in other sections
of this Agreement.
- All decisions to be made by CI under this Agreement shall be made by CI in its
sole judgment, and CI shall not be liable for the consequences of any such decisions
made in good faith, whether or not negligent.
The Next of Kin's full and complete performance of his duties under this
paragraph 2 shall be a condition precedent to CI's performance of its duties
under this Agreement.
DUTIES OF THE NEXT OF KIN
- The Next of Kin shall pay to CI a Cryopreservation Fee in the amount of $28,000
Twenty Eight Thousand dollars U.S.) in consideration of CI's efforts to cryonically
store the Patient hereunder. The full amount of the Cryopreservation Fee and Membership
Fee shall be paid to CI before the Patient is delivered to CI,
- CI and the Next of Kin agree:
- The funds received by CI in payment for the Cryopreservation fee shall not be
segregated from the general accounts of CI;
- The funds available for the Patient's cryopreservation shall not depend on the
Patient's specific payments to CI, except that,
- if there exist any options regarding the cryopreservation of the Patient, some
of which options may be judged by CI to be more effective than the alternatives
generally used by CI, but economically practical only upon payment of a larger
cryopreservation fee, such more effective and more expensive options may be chosen
by CI for use in the cryonic preparation of patients paying larger cryopreservation
fees where judged practical by CI, and
- patients paying larger cryopreservation fees shall be entitled to priority in
treatment if CI's funds became inadequate to permit continuation of the cryopreservation
of all of CI's patients using those methods judged most effective by CI; and
- This Agreement is not, and shall bear none of the incidents of, a trust. Neither
the Patient nor any of his heirs, successors, assigns, estate or agents shall possess
any equitable interest in the Cryopreservation fee after the payment thereof to CI, or
in any of the proceeds of CI's investment thereof, and CI shall owe no fiduciary duty
to the Patient, or to his/her heirs, successors, assigns, estate or agents, in respect
of this Agreement.
In addition to the performance by the Next of Kin of his/her other duties under this
Agreement, the Next of Kin agrees that he/she is responsible for taking such action,
and for persuading the Patient's relatives, heirs, physician, attorney, and all other
similarly situated individuals (all of the foregoing individuals hereinafter collectively
referred to as "Related Individuals") to take such action as is indicated below:
If at any time the funds possessed by CI do not permit the continued cryonic storage
of the Patient's body in the manner deemed by CI to be most effective, CI shall continue
the Patient's cryonic storage by the use of such alternative methods as it finds reasonably
suitable and economically practical, conforming whenever possible to the expressed wishes
of the Patient. If the funds available do not permit the Patient's continued cryonic
storage by any method judged by CI to be possibly effective, or at such time that CI
determines in its best good faith judgment that the Patient's continued cryonic storage
is certainly futile (by reason of lack of funds or otherwise), the Patient's cryonic
storage shall cease, and the Patient's body shall be disposed of by burial or cremation.
CI shall not be liable for such termination of the Patient's cryonic storage, provided
that CI shall have performed its obligations under this Agreement.
- The Next of Kin shall execute any releases, consents and other documents provided
by CI, as are reasonably required by CI to help effectuate the performance of this
Agreement and the cryonic storage of the Patient.
- The Next of Kin consents to CI's use or dissemination of information regarding
the Patient's cryonic storage according to CI's sole discretion, and consents to CI's
use or dissemination of the Patient's medical history as found necessary or useful, in
CI's sole judgment, to the performance by CI of this Agreement.
- The Next of Kin shall make his/her best efforts to take the following actions, and
to attempt to enlist the cooperation of the Related Individuals in the Patient's
cryonic storage, which cooperation shall include, but not be limited to, the following:
- The Related Individuals shall give any consents and sign any necessary release
forms or other documents reasonably required by CI in connection with the Patient's
adequate cryonic storage;
- The Related Individuals shall not interfere in any way with the cryonic storage
of the Patient, nor shall any Related Individual allow any part of the Patient's body
to be donated for medical research, nor shall any Related Individual take any legal
action to avoid, terminate or interfere with the performance of this Agreement;
- The Next of Kin, Patient's attorney, and the other Related Individuals shall take all
actions that will aid CI in the performance of this Agreement, or that will effect the
prompt payment to CI of the Cryopreservation Fee in accordance with the terms of this
- The Next of Kin, and the Related Individuals shall make any other efforts reasonably
required by CI in order to aid in the Patient's cryonic storage.
- Any failure by the Next of Kin or any Related Individual to perform the foregoing
duties, which failure makes the Patient's cryonic storage impractical, shall relieve
CI of its duty to cryonically preserve the Patient.
CI does not expressly warrant the quality of its efforts under this Agreement,
and disclaims and excludes all warranties, express or implied, including all
warranties of merchantability or fitness, except that CI promises to use its best
efforts to perform its obligations under this Agreement, as limited by the terms hereof.
The warranties excluded and disclaimed hereunder include, by way of example and not
limitation, the following:
REPRESENTATIONS OF THE NEXT OF KIN
The Next of Kin represents that he/she:
- CI does not warrant that the Patient's cryopreservation or storage shall be successful;
in particular, CI does not warrant or represent that the Patient can or shall ever be
revived or rehabilitated, that the cause of the Patient's death can be reversed, that
future social institutions will permit the Patient's revival, or that the methods used
to cryonically preserve the Patient will or can be successful. All of these prospects
are completely uncertain, and CI and the Next of Kin have entered into this Agreement
with full knowledge of this uncertainty.
- Because of the difficulty in evaluating methods of cryopreservation, CI does not
warrant that the method of cryopreservation used with regard to the Patient shall be
the most advanced or the most effective method available, but CI does represent that
it will use its best good faith judgement in determining the method of cryopreservation
most likely to result in the Patient's revival in light of the financial constraints
on CI and in light of the other factors affecting the Patient's cryopreservation. CI
shall not be obligated to use any particular method of cryopreservation, notwithstanding
the judgments of any practitioners or commentators as to the superiority of a
- CI does not warrant that it shall cryonically treat the Patient with the aid of the
most advanced equipment or the most highly trained personnel, but CI shall use the best
personnel and equipment whose use is economically practical and which are reasonably
available to CI under the circumstances, as determined in CI's best good faith judgment.
- CI does not warrant that the Patient's cryopreservation is legally valid or will be
unimpeded by legal process.
- CI does not warrant that the amount of the Cryopreservation Fee shall be adequate
to pay for the Patient's cryonic storage. The Patient acknowledges that the cost of
cryonic storage remains unknown, and CI's calculation of the Cryopreservation Fee
represents only CI's best estimate of the probable cost of cryonic storage, using
methods of cryonic storage judged possibly effective and chosen in light of the financial
abilities of CI's patients generally.
- CI does not warrant that its investment of the Cryopreservation Fee will be sufficient
to permit a return on investment equal to the amount of the Patient's storage expenses, or
that the investment shall otherwise be adequate. CI's personnel are not financial experts,
and CI shall not be liable for any good faith errors in business judgment in making such
investments, whether negligent or otherwise.
- Understands that cryopreservation is an unknown, untested process, and that
no human being has ever been successfully cryopreserveed and revived, and that
physical damage (which may be irreversible) will occur in his/her body through
the use of current methods of cryopreservation;
- Understands that the success of cryopreservation depends on future advances
in science and technology and that the probability of success is completely unknown;
- Understands that CI is a nonprofit corporation with limited resources;
- Has read carefully and understands the disclaimers of warranty contained in this Agreement;
- Has carefully read and understands CI's information concerning contracts and membership;
- UNDERSTANDS THAT THE PATIENT IS IN VERY POOR CONDITION OWING TO THE VERY ADVERSE
CIRCUMSTANCES OF DEATH AND SUBSEQUENT HANDLING, AND THEREFORE HAS POORER CHANCES OF
SUCCESSFUL REVIVAL THAN MOST CRYOPRESERVATION PATIENTS, AND THAT EVEN UNDER IDEAL
CIRCUMSTANCES MOST SCIENTISTS AND PHYSICIANS WOULD ESTIMATE THE CHANCE OF SUCCESSFUL
REVIVAL, HOWEVER FAR IN THE FUTURE, TO BE NEAR ZERO;
- Has carefully read and understands this Agreement, and has had an opportunity to
consult with an attorney regarding the same; and
- Notwithstanding the foregoing, consents to the performance by CI of the Patient's
cryopreservation pursuant to this Agreement, and the performance by CI of its
obligations under this Agreement, including its obligation to cryopreserve the
Patient according to CI's sole judgment and in accordance with the terms of this Agreement.
The Next of Kin releases CI and its officers, directors, employees, servants, delegates
and assigns, from all liability, loss, claims, expenses or damage (collectively referred
to herein as "losses") resulting from, alleged to result from, or related to the execution
or performance of this Agreement or any failures by CI to perform any of its duties hereunder
for any reason whatsoever (except that the provisions of paragraph 8c hereof govern the
liability of CI for damages to the Patient for breach of this Agreement), provided that
CI shall use its best efforts to perform its obligations hereunder.
- Upon the failure of the Next of Kin to pay the full amount of the Cryopreservation
Fee, such failure becoming apparent to CI only after CI has begun to cryonically store
the Patient, CI shall, at its sole option, either cease the Patient's cryopreservation
(disposing of the Patient's body by burial or cremation), or bring an action in a court
of law to recover the unpaid amount of the Cryopreservation Fee. If such court action
is not successful within a short period of time (such period of time to be determined
by CI in its sole good faith judgment), CI may then cease the Patient's cryonic storage.
If CI ultimately ceases the Patient's cryonic storage, because of the nonpayment, in
whole or in part, of the Cryopreservation Fee, CI shall be paid liquidated damages
by the Patient's estate in the amount of $15,000.00, plus all costs of collection,
including, without limitation, reasonable attorneys' fees and court costs incurred
in the prosecution of any lawsuit to recover the Cryopreservation Fee. If CI does not
ultimately cease such cryopreservation, CI shall be paid the full amount of the
Cryopreservation Fee by the Patient's estate, plus all damages suffered as a result
of such nonpayment, and all costs of collection, including, without limitation,
reasonable attorneys's fees and court costs.
- The liquidated damages referred to in the foregoing paragraph are stipulated
by the parties hereto because of the difficulty of determining and proving the
actual damages suffered by CI as a result of such failures of performance, and
the Next of Kin agrees that the dollar amount stipulated above is a reasonable
figure for liquidated damages.
- Upon CI's breach of this Agreement, since any damages resulting therefrom are
uncertain and speculative (because of the uncertainty of cryopreservation), and subject
to the limitations of liability contained in this agreement, the Patient agrees that
his recovery from CI shall not exceed the Cryopreservation Fee already paid to CI,
less the sum expended by CI in the performance of the Agreement. Notwithstanding the
foregoing CI shall not be liable to pay any damages under any circumstances whatsoever
where such payment will or may endanger the adequacy of the continuing cryopreservation
of other patients of CI.
CI may assign and/or delegate part or all of its rights and duties under this
Agreement, but only if, after such assignment and/or delegation, CI has substantial
assurance that any delegee shall fully perform its obligations under this agreement.
CI shall not be liable for the delegee's failure to perform its obligations to the Patient.
- The Next of Kin may terminate this Agreement without cause upon 90 days's
written notice thereof, at any time before delivery of the Patient to CI, subject
only to payment to CI of the sums expended by CI in reliance on this Agreement.
- The Next of Kin and CI agree that any attempted termination of this Agreement
by another person on behalf of the Patient shall not be effective, and the Next of
Kin shall be bound by this Agreement in the case of any such attempted termination
by any person other than the Next of Kin, whether or not such person has the general
authority to act on behalf of the Patient.
- The invalidity of any paragraph of this agreement shall void only that section and not
the entire agreement.
- This agreement states the entire agreement of the parties hereto and is intended to
be the final, complete and exclusive statement of the terms thereof.
- This Agreement is reasonably related to the state of Michigan, and the rights and
obligations of the parties hereunder, and all performance hereunder, shall be governed
by and construed in accordance with the laws of the State of Michigan. Any action brought
relating to this Agreement shall be brought in a state court in Macomb County or a federal
court of appropriate jurisdiction located in the Eastern District of the State of Michigan.
- Any modification or waiver of this agreement must be made in writing and signed by
- This Agreement shall bind the parties hereto and their agents, successors and assigns,
including the Patient's estate and the executor thereof.
- CI shall be a third party beneficiary of any agreement between the Patient or Next of Kin
and a Related Individual relating to the Patient's cryopreservation, as well as of any trust
or other agreement entered into by the Patient and relating to financial arrangements
for the Patient's cryopreservation.
- The headings in this Agreement are for purposes of reference only, and shall not
limit or otherwise affect the meaning of this Agreement.
- Whenever the singular number shall appear here, the same shall include the
plural, and the neuter, masculine and feminine forms shall include each other.
- This Agreement is executed in counterparts, each of which shall be deemed an original,
and all of such counterparts, taken together, shall be deemed an agreement.
- Any notices required by the terms of this Agreement shall be made to the parties
hereto at the following addresses (or such other address as a party shall later indicate):
To CI: Cryonics Institute
24355 Sorrentino Court
Clinton Township MI 48035
David Ettinger (Attorney)
To the Next-of-Kin: XXXXXXXX
2290 First National Building
Detroit, Michigan 48226
NEXT-OF-KIN _______________________________, dated ______________
Subscribed and sworn to before me this _____ day of ________________________________
Signature of Notary Public _____________________________________________________
Name of Notary ________________________ County and State _______________________
IN WITNESS WHEREOF, the parties have signed this Agreement, which is finally executed at
Clinton Township, Michigan.
CRYONICS INSTITUTE: by _________________________________________________
It's Contract Officer, dated ___________________