EXHIBIT 10.10
COURSE CONTENT AGREEMENT
BETWEEN
INTERNATIONAL MEDLINK, INC.
AND
VANDERBILT UNIVERSITY
This Course Content Agreement ("Agreement") is entered into as of February
4, 2005 ("Effective Date") by and between International MedLink, Inc., a Texas
corporation with its principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("IML") and Vanderbilt University, a Tennessee
not-for-profit organization, by and through its Vanderbilt University School of
Nursing, with its principal place of business at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇, ("Vanderbilt").
WHEREAS, IML is in the business of recruiting nurses trained in the
Philippines to become employees of hospitals and other health care facilities
located in the United States, and has or will enter into contracts with such
health care providers for placement of such nurses;
WHEREAS, IML has employed instructors to work in facilities provided by
St. Louis Review Centers, Inc. ("SLRC") to train nurses in the Philippines in
order to prepare such individuals for career opportunities outside of their
native countries, and, in particular, to prepare them to take the Qualifying
Exam of the Commission on Graduates of Foreign Nursing Schools ("CGFNS Exam")
and the National Council Licensure Examination for Registered Nurses
("NCLEX-RN");
WHEREAS, Vanderbilt has the capability and expertise to develop course
content on topics relevant to preparation of nurses for the NCLEX-RN, and IML
desires for Vanderbilt to provide such course content in lecture format on
videotape for IML to provide to its employees for use in training nurses in the
Philippines, and Vanderbilt is willing to provide such course content on the
terms and conditions set forth in this Agreement;
NOW, THEREFORE, for and in consideration of the mutual covenants and
promises contained herein, the receipt and sufficiency of which are hereby
acknowledged, IML and Vanderbilt hereby agree as follows:
1 DEFINITIONS
1.1 "IML Training Program" - shall mean the educational program designed and
delivered by IML to train nurses at SLRC Centers located in the
Philippines to prepare them for placement in nursing jobs in the United
States, including preparation for the CGFNS Exam and NCLEX-RN Exam. The
IML Training Program shall only be delivered to nurses for whom IML is
contractually obligated to provide such training, and only by instructors
employed by IML.
1.2 "SLRC Center" - shall mean those locations in the Philippines at which IML
shall provide training to nurses.
1.3 "Vanderbilt Certification" - shall refer to the issuance by Vanderbilt of
a certificate for each student who has completed a Vanderbilt Course, as
certified to Vanderbilt by IML.
1.4 "Vanderbilt Courses" - shall mean courses developed by Vanderbilt faculty
members and delivered in conventional lecture format via videotape, which
courses shall be designed to assist instructors of nurses in preparation
for the NCLEX-RN.
1.5 "Vanderbilt Materials" - shall mean course syllabi, reading materials,
exercises, references, handouts and other written content developed by
Vanderbilt faculty members that relate to the Vanderbilt Courses and are
to be used by students in connection with the Vanderbilt Courses.
2 COURSE DEVELOPMENT AND LICENSE
2.1 Courseware Development. Vanderbilt shall develop Vanderbilt Courses and
Vanderbilt Materials for inclusion in the IML Training Program to be
delivered by instructors employed by IML to work at SLRC Centers located
in the Philippines. Vanderbilt and its faculty members shall determine
appropriate content for the Vanderbilt Courses and the Vanderbilt
Materials in their sole discretion.
2.2 Delivery of Vanderbilt Courses and Materials. On or before April 1, 2005,
Vanderbilt shall deliver videotapes to IML containing the Vanderbilt
Courses, along with associated Vanderbilt Materials. Vanderbilt shall not
be liable for delay or failure of performance of any of its obligations
pursuant to this Agreement if such delay or failure is due to causes
beyond its reasonable control, including without limitation, acts of God,
fires, earthquakes, strikes and labor disputes, acts of war or terrorism,
civil unrest or intervention of any governmental authority, but any such
delay or failure shall be remedied as soon as reasonably practicable.
2.3 Training of Instructors. Vanderbilt shall provide three (3) days annually
during normal business hours of training time to be delivered to
instructors who are employed by IML to teach each the IML Training
Program, subject to Vanderbilt's approval as to scheduling of such
training and provided that IML shall reimburse Vanderbilt as set forth in
Section 5.3 below. The training shall cover subject matter contained
within the Vanderbilt Courses and Vanderbilt Materials. IML shall be
responsible to assure, and hereby represents and warrants, that all
instructors who are engaged to teach the Vanderbilt Courses and use the
Vanderbilt Materials have, and will continue to have during the term of
this Agreement, sufficient knowledge, background, skills, and
qualifications to actively participate in and understand the subject
matter training, and to teach the
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Vanderbilt Courses and Vanderbilt Materials. IML will assure, and hereby
represents and warrants, that all instructors engaged to teach the
Vanderbilt Courses and use the Vanderbilt Materials now and at all times
during the term of this Agreement shall meet the criteria, standards and
requirements of all applicable United States and Philippines accrediting
bodies and governmental agencies or authorities, and IML shall hold
harmless and indemnify Vanderbilt against any and all alleged or actual
claims, damages, loss, liability or expense in connection with the acts or
omissions of IML, SLRC, and their respective officers, directors,
employees, agents, independent contractors and instructors in connection
with the delivery of the Vanderbilt Courses and Vanderbilt Materials or
otherwise.
2.4 License. Vanderbilt hereby grants to IML and IML hereby accepts from
Vanderbilt, upon the terms and conditions herein specified, a limited
exclusive license to use the Vanderbilt Courses and Vanderbilt Materials
solely in connection with the IML Training Program in the Philippines for
the purposes set forth in this Agreement. The license granted herein shall
be limited solely to use in traditional classroom learning environments
operated within SLRC Centers and located within the Philippines and shall
not extend to use, display or distribution of the Vanderbilt Courses or
Vanderbilt Materials via the Internet or any other distance learning
application. Vanderbilt shall retain all right, title and interest in and
to the Vanderbilt courses and Vanderbilt Materials and all content
therein, and shall hold all right, title and interest in and to any
modifications or improvements made to the Vanderbilt Courses and
Vanderbilt Materials, or other derivative works. All rights not granted
herein are explicitly reserved to Vanderbilt.
2.5 No Sublicense. IML shall have no right to assign, transfer or convey any
of the rights granted pursuant to this Agreement.
2.6 Certification. For each student for whom IML certifies in writing to
Vanderbilt that such student has completed a Vanderbilt Course in good
standing as part of the IML Training Program, Vanderbilt shall issue a
Vanderbilt Certification acknowledging completion of the Vanderbilt
Course. IML shall hold harmless and indemnify Vanderbilt and all alleged
or actual claims, damages, loss, liability or expense in connection with
certifications mistakenly issued as a result of any inaccurate information
provided by IML to Vanderbilt regarding such student's completion of the
Vanderbilt Course.
2.7 No Representation or Warranty. VANDERBILT MAKES NO REPRESENTATION OR
WARRANTY OF ANY KIND EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY
REPRESENTATION OR WARRANTY REGARDING THE VANDERBILT COURSES OR THE
VANDERBILT MATERIALS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
VANDERBILT MAKES NO REPRESENTATION OR WARRANTY REGARDING THE TRAINING OF
NURSES WHO TAKE THE VANDERBILT COURSES, THE ADEQUACY OF THE VANDERBILT
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COURSES AND VANDERBILT MATERIALS TO PREPARE STUDENTS FOR THE CGFNS EXAM
AND NCLEX-RN EXAM, OR THE PERFORMANCE OF NURSES ON SUCH EXAMS OR IN THE
WORKPLACE. VANDERBILT HEREBY DISCLAIMS ALL WARRANTIES EXPRESS AND IMPLIED
INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.
3 OBLIGATIONS OF IML
3.1 Development of IML Training Program. At its sole cost and expense, IML
shall design, develop, and implement all aspects of the IML Training
Program including without limitation (i) assuring the establishment and
availability of SLRC Centers within the Philippines suitable for
conducting the IML Training Program; (ii) marketing the IML Training
Program to prospective students, and handling all aspects of enrollment
and registration of students; (iii) all technical aspects of the IML
Training Program, including without limitation, all infrastructure and
equipment, facilities, hardware, software and services necessary or
appropriate to assure timely and accurate delivery and display of the
Vanderbilt Courses, Vanderbilt Materials and other aspects of the IML
Training Program; (iv) all financial aspects of the IML Training Program,
including without limitation, providing appropriate capitalization to
develop, implement and conduct the IML Training Program, entering into
contracts with students and prospective employers, collection of tuition,
tuition payment arrangements, payment of all teaching, technical and other
staff; (v) responsibility for all academic and student matters, including
without limitation, teaching and preparation of students in speaking,
reading and writing English assuring that students have passed the CGFNS
Exam prior to delivery of the Vanderbilt Courses and Vanderbilt Materials,
scheduling of courses, distribution of necessary information and materials
to students and responding to student complaints or requests for
information or academic consultation, admission of students to the IML
Training Program, grading and evaluation of students, hiring of trained
faculty and other professionals to teach students enrolled in the IML
Training Program, disciplinary actions and preparation of students for the
CGFNS Exam and NCLEX-RN Exams; (vi) responsibility for all career
counseling and placement arrangements for students, and all agreements
with prospective employers or other organizations relating to placement of
students.
3.2 Marketing. IML shall use its best efforts to market the IML Training
Program to students and prospective employers, and to enter into contracts
with respect to enrollment of students in the IML Training Program. IML
shall not market the IML Training Program in any manner whatsoever that
would suggest or imply that such program is a Vanderbilt program or that
it is sponsored or endorsed by Vanderbilt, it being the understanding of
the parties hereto that Vanderbilt is not responsible for the delivery of
the IML Training Program and that such program is independent from the
academic programs of Vanderbilt. IML shall not use the Vanderbilt name in
any marketing within the Philippines. IML may refer to
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Vanderbilt Courses and Vanderbilt Materials in its marketing materials to
prospective employers in the United States, provided that IML shall obtain
in the prior written approval of Vanderbilt, acting through its Associate
Vice Chancellor, VUMC Communications, as to such marketing materials.
3.3 Compliance with Law; Accreditation. IML hereby covenants that: it shall
comply with, and shall assure that SLRC complies with, the licensure
requirements, guidelines, laws, rules, regulations, orders, decrees, and
treaties of, by or between, any governmental body having jurisdiction
within or outside the Philippines, including without limitation, all
guidelines and resolutions issued or promulgated by the Professional
Regulation Commission and the Board of Nursing of the Philippines pursuant
to the Philippine Nursing Act of 1991, as amended, and the Philippine
Nursing Act of 2002 ("Applicable Law"), and with the standards, policies
and procedures of any applicable accrediting body or agency having
jurisdiction over Vanderbilt, IML or any activity contemplated by
Agreement.
4 REPRESENTATIONS, WARRANTIES AND COVENANTS OF IML
IML hereby represents, warrants and covenants to Vanderbilt, intending
that Vanderbilt rely thereon, as follows:
4.1 IML is a corporation, duly incorporated and validly existing under the
laws of the State of Texas. SLRC is a corporation, duly incorporated and
validly existing under the laws of its incorporation.
4.2 Each of IML and SLRC are, and throughout the term will remain, licensed to
do business in the Philippines. IML and SLRC are in compliance with
Applicable Law, and have each received, and shall have a continuing
obligation to obtain, all necessary consents, authorizations and approvals
of, and to make any filings required by, Applicable Law or any governing
body or agency or accrediting body having authority over the delivery of
services and operation of the IML Training Program as contemplated by this
Agreement.
4.3 IML has the full right, power and authority to enter into, and to perform
its obligations under this Agreement. This Agreement has been duly and
validly authorized, executed and delivered by IML and constitutes the
valid and binding obligation of IML, enforceable in accordance with its
terms.
4.4 The execution and delivery of this Agreement, the consummation of the
transactions herein contemplated, and the compliance with the terms of
this Agreement, will not conflict with or result in a breach of any of the
terms or provisions of or constitute a default under, any contract,
agreement or instrument to which IML or SLRC is a party or by which IML or
SLRC is bound, or any Applicable Law or any judgment, order or decree of
any court or tribunal having jurisdiction over IML or SLRC.
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5 COMPENSATION
5.1 Compensation. As consideration for the license granted hereby, IML will
pay to Vanderbilt the following royalties:
5.1.1 Upfront Fees. IML shall pay to Vanderbilt Twenty Thousand Dollars
($20,000) on March 15, 2005.
5.1.2 Completion of IML Training Program. IML shall pay to Vanderbilt Five
Hundred Dollars ($500.00) per student for each student enrolled in
the IML Training Program who completes the Vanderbilt Coursework.
Such payment shall be due and payable not later than fifteen (15)
days following the end of each Vanderbilt Course during the term
hereof.
5.1.3 NCLEX-RN Exam. IML shall pay to Vanderbilt Five Hundred Dollars
($500.00) per student for each student enrolled in the IML Training
Program who passes the NCLEX-RN Exam. Such payment shall be due and
payable not later than fifteen (15) days following the receipt of
notification that a student has passed the NCLEX-RN Exam.
5.2 Guaranteed Minimum Payment. Notwithstanding anything herein to the
contrary, in regard to the payments due pursuant to Section 5.1 above, IML
guarantees to Vanderbilt a minimum of Fifty Thousand Dollars ($50,000.00)
during the first year of this Agreement and a minimum of One Hundred
Thousand Dollars ($100,000.00) during the second year of this Agreement.
5.3 Cost Reimbursement. IML shall pay Vanderbilt's reasonable out-of-pocket
costs incurred in connection with training activities provided pursuant to
Section 2.3 of this Agreement, including without limitation, costs
incurred for travel, meals, lodging and similar expenses. Vanderbilt shall
submit invoices to IML for all such costs, and INC shall remit payment to
Vanderbilt within thirty (30) days of receipt of invoice.
5.4 Payment. All payments due pursuant to this Agreement shall be made when
due, without offset or deduction, by check made payable to Vanderbilt
University and sent to Vanderbilt University Medical Center, ▇▇. ▇▇▇▇▇▇▇
▇▇▇▇, Associate Director of Academic Research and Enterprise, Department
of Finance, Dept AT 40303, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇.
5.5 Audit Rights. IML will provide Vanderbilt, at no cost to Vanderbilt, with
monthly reports of numbers of students enrolled in the IML Training
Program. Vanderbilt shall have the right to audit the financial books and
records of IML and SLRC in order to verify the amounts due to Vanderbilt
under this Agreement. Such audit shall be conducted at Vanderbilt's
expense, except that IML shall be obligated to reimburse Vanderbilt for
the full cost and expense of any audit that reveals an underpayment of
compensation due to Vanderbilt pursuant to this Agreement of five percent
(5%) or more. IML shall, and shall cause SLRC to, maintain and keep
available their respective books and records for inspection by
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Vanderbilt at any time during the term of this Agreement and for two (2)
years thereafter.
5.6 Reporting. IML shall develop tools for evaluation of the IML Training
Program, including without limitation, performance data for students
enrolled in the IML Training Program, employer satisfaction surveys, and
student satisfaction surveys. IML shall prepare, keep and maintain reports
setting forth the results of such evaluations, and shall provide the same
to Vanderbilt from time to time upon request.
6 TERM AND TERMINATION
6.1 Term. The term of this Agreement shall be two (2) years and shall commence
on April 1, 2005 and terminate on March 31, 2007. This Agreement may be
extended for additional one (1) year terms by mutual written agreement
signed by the parties hereto.
6.2 Termination. This Agreement may be terminated as follows:
6.2.1 If, for any reason, either party fails to satisfactorily fulfill in
a timely or proper manner its obligations under this Agreement or
breaches any of the promises, terms or conditions of this Agreement
without having cured such breach to the satisfaction of the
non-breaching party within thirty (30) days of written notice of
default by the non-defaulting party, or, in the case of a failure to
make payment when due, within ten (10) days of written notice of
default by the non-breaching party, the non-breaching party shall
have the right to terminate this Agreement immediately upon written
notice to the other party.
6.2.2 Either party to this Agreement shall have the right to terminate
this Agreement without cause by giving written notice to the other
party of such termination pf at least thirty (30) calendar days
before the effective date of such termination. For termination of
any type, any other provision to the contrary notwithstanding, the
breaching party shall not be relieved of liability to the
non-breaching party for damages sustained because of any breach of
this Agreement.
6.2.3 In the event that either party shall become insolvent or make a
general assignment for the benefit of creditors, the other party may
terminate this Agreement immediately upon written notice to the
party undergoing such insolvency or general assignment.
6.2.4 In the event that either party sells all or substantially all of its
assets, there is a sale of a majority ownership of either party, or
there occurs a material change in management or ownership of either
party (each, a "Change in Control"), the other party may terminate
this Agreement immediately upon written notice to the party
undergoing such Change in Control.
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6.3 Effect of Termination. Immediately upon termination of this Agreement IML
shall cease use of the Vanderbilt Courses, the Vanderbilt Material, and
the use of the Vanderbilt name in connection with any marketing activities
or otherwise. Immediately upon termination of this Agreement, all rights
of IML shall revert to Vanderbilt, and IML, at its sole cost and expense,
shall return all Vanderbilt Courses and Vanderbilt Materials in its
possession to Vanderbilt and shall so certify in writing to Vanderbilt.
IML shall be liable Vanderbilt for any payments due through the date of
termination of this Agreement and, following termination, for payments
subsequently due pursuant to Sections 5.1.2-5.1.3 hereof for students who
are enrolled in the IML Training Program as of the date of termination of
this Agreement.
7 INDEMNIFICATION AND INSURANCE
7.1 Indemnification. In addition to the indemnities provided by IML pursuant
to Sections 2.3 and 2.6 above, IML shall indemnify and hold harmless
Vanderbilt, its officers, directors, employees and agents (each, a
"Vanderbilt Indemnitee") from and against any damage, loss, liability,
fine, penalty, charge, administrative or judicial proceeding or order,
judgment, enforcement action of any kind, cost or expense (including
reasonable attorneys' fees and legal expense) incurred by or imposed upon
any Vanderbilt Indemnitee in connection with any claims, suits, actions,
demands or judgments arising out of any theory of law (including, but not
limited to, actions in the form of tort, warranty, or strict liability)
resulting from or arising out of (i) any breach of IML's obligations or
covenants pursuant to this Agreement, (ii) any inaccurate representation
or warranty made by IML pursuant to this Agreement, (iii) the operations,
business, contracts, or activities of IML or SLRC or any of their
respective employees, instructors, or independent contractors relating to
the IML Training Program or otherwise, including without limitation,
claims by students, employers or instructors of any nature whatsoever,
(iv) any breach of IML's or SLRC's obligations or covenants pursuant to
any agreement with a prospective employer involving the placement,
qualifications, or conduct of students, or (v) any act or omission by IML,
SLRC or any of their respective officers, directors, employees,
independent contractors, instructors or agents.
7.2 Insurance
7.2.1 Both parties shall maintain for the term of this Agreement
comprehensive general liability insurance, including broad form
contractual in a minimum amount of $1,000,000/$3,000,000. The
coverage shall bear an endorsement precluding cancellation or
reduction of coverage.
7.2.2 Both parties shall procure and maintain for the term of this
Agreement professional liability insurance, in a minimum amount of
$1,000,000/$3,000,000 in coverage for all of its personnel who may
participate in this Agreement. Such coverage shall be for a minimum
of five (5) years following expiration or termination of this
Agreement and
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shall provide for a retroactive date no later than the inception
date of this Agreement.
7.2.3 IML shall also procure and maintain general liability insurance
meeting the requirements of Section 7.2.1 above covering risk
associated with SLRC's operations as they relate to the IML Training
Program.
7.2.4 Each party shall provide the other party with Certificates of
Insurance evidencing the above coverage. The coverage shall bear an
endorsement precluding cancellation or reduction of coverage.
7.2.5 Any insurance coverage required of Vanderbilt as stated above may be
provided through a program of self-insurance.
7.3 Notification of Claims. IML agrees to notify Vanderbilt as soon as
possible in writing of any incident, occurrence, or claim arising out of
or in connection with this Agreement which could result in a liability or
claim of liability to Vanderbilt. Vanderbilt shall have the right to
investigate said incident or occurrence and IML will cooperate fully in
this Investigation.
8 CONFIDENTIALITY
8.1 Treatment of Confidential Information. It may be necessary for one party
to disclose to other party certain confidential or proprietary
information, which is identified by the disclosing party as
"confidential." In such event, the receiving party agrees to preserve such
identified information as confidential. The obligation of confidentiality
shall not apply to information which:
8.1.1 is now in the public domain or which becomes generally available to
the public through no fault of the receiving party; or
8.1.2 is already known to, or in the possession of, the receiving party
prior to disclosure by the disclosing party as can be demonstrated
by documentary evidence; or
8.1.3 is disclosed on a non-confidential basis from a third party having
the right to make such a disclosure; or
8.1.4 is independently developed by the receiving party (by activity not
associated with the rights licensed hereunder) as can be
demonstrated by documentary evidence; or
8.1.5 is required to be disclosed by law or government authority.
9 MISCELLANEOUS
9.1 Use of Vanderbilt Name. IML agrees not to identify Vanderbilt or to use
the name of Vanderbilt, its faculty, trustees, officers, employees, or
students, or any
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trademark, service ▇▇▇▇, trade name, or symbol of Vanderbilt, or that is
associated with any of them, promotional advertising, marketing, or other
similar materials without Vanderbilt's prior written consent, acting
through its Associate Vice Chancellor, VUMC Communications. It is agreed
that IML shall not seek to refer to Vanderbilt in any materials within the
Philippines. As to marketing materials to be used in connection with IML's
placement activities within the United States, IML shall seek prior
written consent for any references in such materials to Vanderbilt, in
accordance with the provisions of this Section 9.1.
9.2 Notices. All notices or other communications provided for in this
Agreement shall be given to the parties addressed as follows:
IML: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ III
International MedLink, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Vanderbilt: ▇▇▇▇▇ ▇▇▇▇▇▇, Associate ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ School of Nursing
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Mr. ▇▇▇▇▇ ▇▇▇▇
Director of Finance and Administration
School of Medicine
Vanderbilt University
▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
with copies to: Vanderbilt University
Office of Grants and Contracts Management
▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Vanderbilt University
Office of the General Counsel
▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇
9.3 Survival. The terms and provisions of Articles 7 and 8 hereof shall
survive the expiration or termination of this Agreement.
9.4 Assignment and Binding Effect. Neither party shall assign, subcontract, or
transfer any of its rights or obligations under this Agreement to a third
party without the prior written consent of the other party. If an
assignment, subcontract, or transfer of rights does occur in accordance
with this Agreement, this
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Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors or assigns.
9.5 Independent Contractor. Each party shall be considered to be an
independent contractor and shall not be construed to be an agent or
representative of the other party, and therefore, shall have no liability
for the acts or omissions of the other party. In addition, neither party,
nor any of its employees, agents, or subcontractors, shall be deemed to be
employees or agents of the other party. Therefore, neither party, nor any
of its employees, agents or subcontractors, shall be entitled to salary,
workers compensation, or employee benefits of the other party by virtue of
this Agreement.
9.6 Written Amendments and Waiver. This Agreement cannot be amended, modified,
supplemented or rescinded except in writing signed by the parties hereto.
9.7 Governing Law and Jurisdiction. This Agreement shall be governed in all
respects by, and be construed in accordance with, the laws of the State of
Tennessee. Each party hereby consents to the jurisdiction of all state and
federal courts situated in Davidson County, Tennessee, agrees that venue
for any such action shall lie exclusively in such courts, and agrees that
such courts shall be the exclusive forum for any legal actions brought in
connection with this Agreement or the relationships among the parties
hereto.
9.8 Entire Agreement. This Agreement constitutes the entire agreement between
the parties hereto with respect to the subject matter herein and
supersedes any other agreements, restrictions, representations or
warranties, if any, between the parties hereto with regard to the subject
matter herein.
9.9 Severability. If any provision of this Agreement shall be held by a court
of competent jurisdiction to be illegal, invalid, or unenforceable, the
remaining provisions shall remain in full force and effect.
9.10 No Waiver. No waiver of any breach of any provision of this Agreement
shall constitute a waiver of any prior, concurrent or subsequent breach of
the same or any other provisions hereof, and no waiver shall be effective
unless made in writing and signed by an authorized representative of the
waiving party.
9.11 Headings. The Article headings used in this Agreement are intended for
convenience only and shall not be deemed to supersede or modify any
provisions.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives and thereby become effective
on the date specified above.
FOR INTERNATIONAL MEDLINK, INC.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III 01/25/05
------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III Date
Title: CEO
FOR VANDERBILT UNIVERSITY
Recommended by:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 01/31/05
--------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Date
Senior Associate ▇▇▇▇, School of Nursing
Approved by:
/s/ ▇▇▇▇ ▇▇▇▇▇▇ 02/04/05
--------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇ Date
Associate Vice Chancellor for Health Affairs
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