* Cryonic Storage Agreement - MEMBER
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.
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:
- 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 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.
- 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 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 Agreement; and
- 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.
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.
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:
- 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 particular method.
- 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.
- REPRESENTATIONS OF THE NEXT OF KIN
The Next of Kin represents that he/she:
- 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.
- 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.
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 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 both parties.
- 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 InstituteAnd:
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 ___________________