Tissue Storage Agreement
TISSUE STORAGE AGREEMENT
[SAMPLE ONLY, GET PERSONALIZED ORIGINAL FROM CI]
This agreement is between XXXX whose address is YYYYYYYYYYYY (hereinafter referred to as the "Client") and the CRYONICS INSTITUTE, a Michigan non-profit corporation, whose address is 24355 Sorrentino Court, Clinton Township, Michigan 48035 (hereinafter referred to as "CI").
This Agreement is based on the following recitals:
- The Member desires that certain tissue samples, presumably containing the DNA of some individual person or pet, be stored in liquid nitrogen.
- CI is willing to store such samples, after payment of an agreed sum.
NOW THEREFORE the parties hereto, for good and valuable considerations, the receipt and adequacy of which are acknowledged herein, hereby agree that CI shall store the samples in liquid nitrogen, and the Member 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.
- LIQUID NITROGEN STORAGE BY CI
- CI shall use its best efforts to maintain the samples in liquid nitrogen, until requested by the Member or designated successors to turn them over to a designated party.
- When requested by the Member or designated successor, CI shall turn over the samples to a party previously designated by the Member or designated successor of the Member. Details and circumstances of such transfer shall be at CI's sole reasonable discretion, and CI's responsibility shall then terminate.
- Responsibility for preparation of the samples, and for the appropriateness of that preparation, is solely that of the Member. CI undertakes only to store them in liquid nitrogen, with reasonable promptness upon receipt. CI may provide suggestions and materials for collection and shipment of samples, but makes no warranty as to the usefulness or adequacy of these suggestions or materials, since these are matters of opinion, and opinion varies widely.
- If and when the Member or successor wants to retrieve and take possession of the samples for any purpose, it will be at the expense of the Member or successor and by a designated party determined in a separate agreement.
- Notwithstanding the foregoing, CI's obligations under this Agreement shall
at all times be limited by each of the following factors:
- The responsibility for preparing the samples and transmitting them to the CI facility in Clinton Township, Michigan, shall rest with the Member, and not CI.
- CI shall not be responsible for any problems relating to the storage of the samples, 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.
- 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, act of God, 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 Member shall pay to CI a Tissue Storage Fee in the amount of $98.00 to be paid before receipt of the samples by CI, or concurrently.
- CI and the Member agree:
- The funds received by CI in payment for the Tissue Storage Fee shall not be segregated from the general accounts of CI;
- This Agreement is not, and shall bear none of the incidents of, a trust. Neither the Member nor any of his heirs, successors, assigns, estate or agents shall possess any equitable interest in the Tissue Storage 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 Member or to his/her heirs, successors, assigns, estate or agents, in respect of this Agreement.
- The Member's full and complete performance of his/her duties under Section 3 shall be a condition precedent to CI's performance of its duties under this Agreement.
- REPRESENTATIONS OF THE MEMBER
- The Member represents that the tissue samples are
from the individual person or pet identified below, and that
the samples are identified as to type (e.g. saliva, hair, skin, cheek swab) as shown below.
- The Member represents that he obtained the samples by lawful means and owns them.
- The Member represents that the tissue samples are from the individual person or pet identified below, and that the samples are identified as to type (e.g. saliva, hair, skin, cheek swab) as shown below.
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 liquid nitrogen storage of the tissue samples will serve any useful purpose.
- CI does not warrant that the storage is legally valid or will be unimpeded by legal process.
The Member agrees to release CI, and its officers, directors, employees, servants, delegees 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), provided that CI shall use its best efforts to perform its obligations hereunder.
- Upon CI's breach of this Agreement, since any damages resulting therefrom are uncertain and speculative, and subject to the limitations of liability contained in this agreement, the Member agrees that his recovery from CI shall not exceed the Tissue Storage 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 the Agreement, but only if, before 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 failures to perform its obligations to the Client.
- Invalidity of any section of this Agreement shall void only that section 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.
- 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 Institutewith copy to:
24355 Sorrentino Court
Clinton Township MI 48035
David Ettinger (Attorney)To the Member: XXXXXXXX
2290 First National Building
Detroit, Michigan 48226
CI MEMBER _______________________________, dated ______________
Subscribed and sworn to before me this _____ day of ________________________________
Signature of Notary Public _____________________________________________________
Name of Notary ________________________ County and State _______________________
If two witnesses are used instead of a notary, for each witness please show signature, printed name, address, and date:
Witness 1 Signature __________________________________________Date ____________
Printed Name _______________________________________________________________
Witness 2 Signature __________________________________________Date ____________
Printed Name _______________________________________________________________
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 ___________________