UTAH CORD BANK PRIVATE CORD BLOOD BANKING AGREEMENT
This Private Cord Blood Banking Agreement (this “Agreement”) is made by and between you and Utah Cord Bank, Inc., a Utah corporation (“Utah Cord Bank”) as of the date last written below. By entering into this Agreement, you indicate your intention for Utah Cord Bank to receive and preserve your child’s (the “Child”) umbilical cord blood and/or tissue (the “Cord Blood”). You and Utah Cord Bank may individually be referred to herein as a “Party,” and collectively, the “Parties.”
1) Rights To The Cord Blood. You, the legal guardian(s) of the child, shall be the custodian(s) of the Cord Blood until the child whose Cord Blood is being banked pursuant to this Agreement (the “Child”) reaches the age of eighteen (18) years of age. Upon attaining eighteen (18) years of age, all right, title, and interest in the Cord Blood shall vest in the Child. Utah Cord Bank shall consider you the sole, designated contact for all purposes relating to this Agreement, including but not limited to retrieval and use of the Cord Blood, your account, contact information, fees, and termination of this Agreement until the Child reaches eighteen (18) years of age, at which time the Child shall become the sole, designated contact for all purposes. In the event the Cord Blood is needed for a transplant or other medical procedure or reason, you, the Child’s legal guardian(s), agree that Utah Cord Bank may release the Cord Blood to any of the undersigned Parties upon the written agreement of all Parties.
2) Cord Blood Collection and Transportation. Utah Cord Bank will provide you with a collection kit to collect and transport the Cord Blood. You will be responsible for ensuring that your healthcare provider collects the Cord Blood. You agree to follow the instructions provided by Utah Cord Bank and your healthcare provider regarding the collection and transportation of the Cord Blood. Utah Cord Bank will arrange for the preparation and shipment of the Cord Blood according to industry standards; however, you shall be responsible for all preparation and shipping expenses associated with your Cord Blood. In no case shall Utah Cord Bank have liability under any theory for any Cord Blood that arrives to the Utah Cord Bank facility in a condition that has rendered the Cord Blood non-bankable. Upon Utah Cord Bank’s receipt, testing, and processing of the Cord Blood, Utah Cord Bank will store the Cord Blood in its facility, pending either termination of this Agreement or your request to release the Cord Blood as specified in this Agreement.
3) Testing. Utah Cord Bank maintains the right to reject or discard any samples in accordance with its standard operating procedures due to certain test results or lack of test results. After your enrollment and execution of this Agreement, Utah Cord Bank may choose not to process and/or store the Cord Blood under any of the following circumstances: (a) your healthcare provider determines that, in your best interest, preservation is not advised, either to protect your health, the Child’s health, or for any other reason; (b) the Cord Blood you provide to Utah Cord Bank tests positive for any viral or bacterial contamination; (c) you cannot provide adequate verification that the Child’s mother and Child are not infected with HIV, Hepatitis, Syphilis, HTLV, or other diseases as required by regulatory agencies, as requested by Utah Cord Bank; or (d) an insufficient quantity of blood is harvested. If Utah Cord Bank cannot process or store your Cord Blood for any reason set forth in this Section 3, then Utah Cord Bank shall have the right to terminate this Agreement upon written notice to you, and all monies paid by you to Utah Cord Bank for the purposes of banking the Cord Blood will be refunded less $150.00.
4) Term and Fees. Utah Cord Bank will store the Cord Blood for as long as you pay the fees, so long as it continues to exist as a business entity. You are responsible for the payment of all fees associated with the banking of the Cord Blood. If fees are not paid within 90 days following the date upon which any fees are due, then Utah Cord Bank may forward your account to a collection agency. If fees are not paid within 180 days following the date upon which any fees are due, Utah Cord Bank will assume that you have abandoned your Cord Blood, at which time your Cord Blood shall become the sole and exclusive property of Utah Cord Bank. If you abandon your Cord Blood pursuant to this Section 4, then Utah Cord Bank shall have the option in its sole discretion to: (a) donate your Cord Blood to any entity of Utah Cord Bank’s choosing; (b) destroy your Cord Blood; or (c) use the Cord Blood for internal experimental purposes. If you terminate this
Agreement after Utah Cord Bank’s initial processing or storage of your Cord Blood, then you shall have no right to any refund. If you prepay all or any portion of the fees associated with the banking of your Cord Blood and you terminate this Agreement, then you shall have no right to any refund of any prepaid fees. If you elect to terminate this Agreement, then you must notify Utah Cord Bank, in writing, at least 60 days prior to the annual billing of your account, if any. Your healthcare provider is not, and does not act as an agent of Utah Cord Bank. Payment for your healthcare provider’s services are solely your responsibility.
5) Release: Any request for the release of your Cord Blood must occur in writing. Utah Cord Bank shall not be required to release, prepare, ship or dispose of any Cord Blood unless and until all payments required by this Agreement are paid in full. Release of Cord Blood may occur: (a) to a physician or agent appropriately qualified to perform a transplant or medical procedure, (b) for disposal, or (c) for scientific research. Cord Blood samples may only be released to those entities who can receive a sample in compliance with all applicable rules and regulations. Utah Cord Bank may charge administrative fees associated with a sample’s release. You are responsible for all third-party costs, including shipping and service fees.
6) No Guarantees; Disclaimers You understand that you are solely responsible for your own education regarding the usefulness or potential benefits of the Cord Blood, cord blood banking generally, and the limitations of cord blood banking. You acknowledge and agree that neither Utah Cord Bank nor any of its shareholders, directors, officers, agents, employees or affiliates have made any representation, guaranty or warranty, express or implied, to you of any kind in relation to the efficacy of cord banking in general, the potential use of your Cord Blood, or the condition of your Cord Blood in storage. You acknowledge and agree to the following specific disclaimers: There is no guarantee or assurance regarding success in collecting the Cord Blood. Complications may occur during birth that preclude the collection of the Cord Blood. You acknowledge that your healthcare provider makes the final determination whether or not to collect the Cord Blood. Eligibility for storage cannot be fully assessed until the arrival and evaluation of a sample at Utah Cord Bank’s laboratory. Utah Cord Bank maintains the right to reject or discard any samples in accordance with our standard operating procedures due to certain test results or lack of test results. There is no guarantee that the Cord Blood will not deteriorate or suffer another form of loss during the time that it is stored at the Utah Cord Bank facility. There is no guarantee that the preservation of Cord Blood will be able to cure a particular disease or condition or have any other therapeutic effect or be of therapeutic value. You acknowledge that the Cord Blood may never be used.
7) Liability. UTAH CORD BANK SHALL HAVE NO LIABILITY OF ANY KIND IN RESPECT OF UTAH CORD BANK’S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT EXCEPT TO THE EXTENT ATTRIBUTABLE TO UTAH CORD BANK’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. UTAH CORD BANK SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING UNDER ANY CAUSE OF ACTION, INCLUDING CONTRACT, WARRANTY, STRICT LIABILITY OR TORT, WHETHER OR NOT UTAH CORD BANK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT ALLOWABLE BY APPLICABLE LAW, UTAH CORD BANK HEREBY DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESSED OR IMPLIED, ORAL OR WRITTEN), WITH RESPECT TO THE PRODUCTS AND SERVICES PROVIDED HEREUNDER, OR ANY PART THEREOF, INCLUDING, BUT NOT LIMITED TO THE FOLLOWING: (A) SUITABILITY OF CORD BLOOD FOR FUTURE TREATMENT OF DISEASES; (B) SUCCESSFUL TREATMENT OF DISEASES THROUGH CORD BLOOD TRANSPLANTATION; (C) ADVANTAGES OF CORD BLOOD TRANSPLANTATION; (D) SUCCESSFUL PRESERVATION OF CORD BLOOD THROUGH CRYOPRESERVATION; OR (E) ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, COMPATIBILITY, OR FITNESS OR SUITABILITY FOR ANY PARTICULAR PURPOSE. UTAH CORD BANK’S ENTIRE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID TO Utah Cord Bank UNDER THIS AGREEMENT.
Utah Cord Bank assumes no liability for any defects or workmanship in the materials contained in the collection kit. Utah Cord Bank is not responsible for procedures or services performed by any third party, including, but not limited to, collection of the Cord Blood, lab tests, transportation, handling or use during transplantation. 8) Governing Law and Disputes. This Agreement shall be governed by and construed in accordance with the laws of the State of Utah. Any dispute or controversy arising between you and Utah Cord Bank shall be resolved according to the laws of the State of Utah, without giving affect to the conflicts of law provisions thereof. You and Utah Cord Bank irrevocably consent to the jurisdiction and venue of the Courts of the State of Utah and the United States federal courts serving Salt Lake County, Utah with respect to any and all actions related to this Agreement or the enforcement hereof, and the Parties hereto hereby irrevocably waive any and all objections thereto. In the event of any controversy or dispute, the Parties shall put forth their best efforts to resolve the dispute through negotiation. Any court or arbitrator may award reasonable attorney’s fees and costs to the prevailing party in addition to any other relief to which the prevailing party is entitled.
9) Entire Agreement and Modification. This Agreement constitutes the entire Agreement between the Parties and supersedes any previous agreement or representation (oral or written), relating to the subject matter of this Agreement. This Agreement may only be modified or amended only by a writing signed by each Party. If you are not the birth mother of the Child, the birth mother must also agree to the informed consent and authorization, as well as complete the medical history paperwork.
10) Force Majeure. If the performance of this Agreement or any obligations arising under this Agreement is prevented, restricted or interfered with by reason of fire, earthquake, casualty or accident, strikes or labor disputes, war or other violence, any law, order, proclamation, ordinance, demand, or requirement of any government agency, or any other act or condition beyond Utah Cord Bank’s control, then Utah Cord Bank shall, upon giving prompt notice to you, be excused from performance under this Agreement.
11) Severability and Assignability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way.