Cord Blood Solutions, Inc.
CORD BLOOD STEM CELL COLLECTION & STORAGE AGREEMENT
This is an agreement between Cord Blood Solutions, LLC (“CBS”) and the biological mother (the “Client”) of an unborn child (the “Child”) to process, test and store the Umbilical Cord Blood (“Cord Blood”) following delivery of the Child. The Client certifies that she is legally authorized to sign this Agreement and that she is doing so on behalf of herself, the Child, the Child’s biological father and any legal guardians of the Child. The Client acknowledges that CBS is not a provider of medical or healthcare services, but rather is a facilitator of Cord Blood collection, processing and storage services. This document constitutes a legally binding agreement between CBS and the Client.
CBS and the Client agree to, and acknowledge their understanding of, the following:
I. Cord Blood Solutions, Inc. will provide the following services for the Client:
a. CBS will establish an Individual CBS Account for the Client that will contain all information necessary for account management. All information included in the Account will be kept confidential and will not be disclosed by CBS without written authorization by the Client, except as otherwise required by law or court order.
b. CBS will provide to the Client all necessary Instructional Materials, for delivery by the Client to the healthcare professional who will deliver the Child (the “Healthcare Professional”), relating to collection of the Cord Blood sample and the maternal blood sample.
c. CBS will provide to the Client a CBS Collection Kit for the collection of the Cord Blood and the maternal blood sample, as well as a Unique Identification Number identifying the Child. This Collection Kit will be provided in advance of the estimated due date of the Child, after the receipt by CBS of the completed enrollment forms and the enrollment fee from the Client.
d. CBS will arrange for, and make payment to, a courier service, which will be available to transport the Cord Blood and maternal blood sample from the site where the Child is born to the independent, fully licensed and accredited laboratory (the “Laboratory”) that will test such items. CBS will not own or control the courier service and will have no obligations or liability related to anything done by such courier service.
e. Once received by the Laboratory, the Cord Blood sample will be tested for eligibility. The maternal blood sample will also be tested for various abnormalities. CBS and/or the Laboratory will make arrangements to appropriately notify the Client of any adverse or abnormal test results relating to the Cord Blood or the maternal blood sample. CBS will arrange for, and make payment to, the Laboratory. CBS will not own or control the Laboratory and will have no obligations or liability related to anything done by the Laboratory.
f. If the Laboratory determines that the Cord Blood sample is eligible, CBS will arrange for the Cord Blood sample to be processed and stored cryogenically by an AABB accredited and fully licensed processing and storage facility (“Dedicated Storage Location”). CBS will make arrangements for, and make payment to, the Designated Storage Location, but will not own or control such location and will have no obligations or liability related to the storage of the Cord Blood by the Dedicated Storage Location. CBS also reserves the right to arrange for transfer of the Cord Blood, without cost to the Client, from the Designated Storage Location to another storage facility upon notice to the Client.
g. At any time during the storage maintenance period, the Client can request, by notarized written request sent to CBS by certified mail, that the stored Cord Blood sample be retrieved and prepared for transport to a location chosen by the Client. CBS will make such arrangements and, upon delivery of the Cord Blood sample to the Client-chosen location, CBS will be released of any and all liabilities.
h. The Client shall be solely responsible for all costs of any elective DNA testing at such time and for the costs of the shipment of the Cord Blood sample. CBS will not be obligated to refund any portion of any pre-paid storage fees if the Client requests a transfer of the sample. |
II. The "Client" will be responsible for:
a. Understanding and acknowledging that the term Cord Blood refers to the stem cells in the umbilical cord blood that are extracted, processed, cryopreserved and stored for future use.
b. Reading and fully understanding all literature proved by CBS before signing and mailing to CBS any documents. The Client, by signing this Agreement, specifically agrees to and acknowledges the following:
i. the Client understands that Cord Blood stem cell transplantation is relatively new and may offer possible future benefits to the Child and other potential beneficiaries in treating diseases such as leukemia, certain cancers, and certain blood and genetic disorders.
ii. the Client understands that Cord Blood cryopreservation is a relatively new procedure and some laboratory tests and studies to date have indicated it as a successful method of preservation of Cord Blood; however, no assurance or guarantee can be made about the effectiveness of preservation nor the benefits or utility derived therefrom.
iii. the Client understands that a sample of her own blood must be drawn and tested in connection with the testing of the Cord Blood and that abnormalities in such maternal blood sample may prevent the Cord Blood from being processed and stored.
iv. the Client understands that CBS advises the Client to discuss with her personal Healthcare Professional the Cord Blood collection procedure and any possible risks and/or benefits associated with such procedure and any possible risks and/or benefits associated with the maternal blood sample collection and testing.
v. the Client understands that the Child or another family member may never need to use the Cord Blood and that, even if needed, the Cord Blood may ultimately prove to be not useful or not able to be utilized for a variety of reasons.
vi. the Client understands that CBS is not responsible for any medical procedure nor that the Cord Blood will be collected. The health of the mother and the Child will be the Healthcare Professional’s first priority and complications sometimes occur during birth which may preclude the collection of the Cord Blood. In the event that the Cord Blood cannot be collected, the Client releases from liability and waives all claims against the delivering Healthcare Professional, the site where the Child is delivered and CBS, its shareholders, representatives and officers, directors and employees.
vii. the Client understands that she must request the Healthcare Professional who delivers the Child to draw an appropriate maternal blood sample and to collect the Cord Blood using the Collection Kit provided by CBS. In the event that the Healthcare Professional notifies CBS,
in advance of the birth of the Child, that he/she is unfamiliar with the collection procedure, CBS will make a reasonable attempt to supply the Healthcare Professional with appropriate additional education and/or educational materials.
viii. the Client understands that she is personally responsible for delivering the CBS Collection Kit (provided by CBS) to the Healthcare Professional who will deliver the Child so that the Cord Blood and maternal blood sample may be appropriately collected.
ix. the Client understands and agrees that she is personally responsible for promptly notifying CBS and the courier service after the Cord Blood and maternal blood samples are collected, so that the samples can be picked up and delivered to the Laboratory by the courier service.
x. the Client understands that the collected Cord Blood and maternal blood sample must be delivered to the Laboratory within 48 hours following collection. While CBS is responsible for arranging for payment of the courier service, the Client understands that the courier service
acts as an agent of the Client and not as an agent of CBS and that CBS does not own or control the courier service.
xi. the Client understands that the Cord Blood and the maternal blood sample will be sent to the independent Laboratory for testing and that CBS does not own or control the Laboratory.
xii. the Client understands that Cord Blood is normally discarded after delivery, appropriated for medical research or stored in a public banking facility. The decision to collect, process and store the Child’s Cord Blood through CBS is a voluntary act on the part of the Client. The
Client has the right to stop the process at any time prior to birth of the Child and that, in such event, CBS will refund all fees paid to CBS upon written request of the Client.
xiii. the Client understands there is a risk of contamination when collecting Cord Blood and that the Cord Blood may be deemed unsuitable for storage by the Laboratory and/or Designated Storage Facility. If such a determination is made, CBS will refund all fees paid to CBS.
xiv. the Client understands that she is responsible for notifying CBS promptly of any changes in contact information for the Client and/or the Child (for example, current address and telephone numbers) throughout the entire storage period. |
III. Transfer of Cord Blood Custody to Child
| a. The Client shall be the custodian of, and shall have full control over, the Cord Blood until the Child reaches the age of maturity (which, in most cases, is 18 years of age), at which time the Child shall automatically assume sole ownership of, and control over, the Cord Blood. At that time, the Child will automatically become the “Client” for all purposes of this Agreement and will have the option (i) to continue this Agreement and store the Cord Blood sample upon payment of the annual fee or (ii) to cancel this Agreement. The mother and/or other legal guardians of the Child will have no further rights or obligations under this Agreement after the Child reaches the age of majority, except as such rights and obligations may be legally assigned and consented to by the Child or as otherwise provided by law. It is the responsibility of the Client or the Child to notify CBS, in writing by certified U.S. mail/return receipt requested, on or before the Child’s eighteenth birthday, of the Child’s contact information and the Child’s intent to either continue or terminate this Agreement. |
IV. Fee Schedule Responsibilities of the Client:
a. The Total Enrollment Fee will be based upon the Plan selected by the Client [see attached FEE SCHEDULE] and will be immediately due upon notice from CBS that the Cord Blood has been received and accepted for storage.
b. Client is also responsible for payment each year of the annual storage maintenance fee. This fee will be billed annually to the Client in the birth month of the Child. The amount of the annual fee is listed in the attached FEE SCHEDULE and will be due within thirty days of the date of each annual invoice from CBS. |
V. Term:
a. The initial term of this Agreement shall commence on the date of collection of the Cord Blood sample and shall continue for a one year period. This Agreement will automatically renew, for an additional one year period, at the end of each annual period, unless this Agreement is otherwise terminated as set forth below.
b. This Agreement will automatically terminate if:
i. the Client fails to pay the initial Enrollment Fee or any subsequent annual storage fee by the specified due date. In such event, the Client automatically releases all rights and waives all claims to the stored Cord Blood and the Client agrees that the disposition of such Cord Blood will be at the sole discretion of CBS.
ii. the Client delivers at least 60 days prior written notice to CBS, via certified U.S. mail/return receipt requested, terminating this Agreement. In such event, the Client automatically releases all rights and waives all claims to the stored Cord Blood and the Client agrees that the disposition of such Cord Blood will be at the sole discretion of CBS.
iii. CBS delivers at least 60 days prior written notice to the Client, via certified U.S. mail/return receipt requested, terminating this Agreement. In such event, CBS will attempt to assign or make other arrangements for the continued storage of the Cord Blood, if so requested in writing by the Client within 20 days following the date of the termination notice from CBS. Also, if requested in writing by the Client at least 10 days prior to the termination date, CBS will arrange for delivery of the Cord Blood to a location designated by the Client, at the Client’s sole cost. If CBS does not receive a written transfer request from the Client at least 10 days prior to the termination date, the Client automatically releases all rights and waives all claims to the stored Cord Blood and the Client agrees that the disposition of the Cord Blood will be at the sole discretion of CBS. |
c. Upon termination of this Agreement for any reason, Client automatically releases all rights and waive all claims against CBS, and its shareholders, directors, officers, employees, agents, representatives and consultants with regards to this Agreement, the services hereunder and the Cord Blood, and agrees that CBS shall have no further liability to the Client or the Child or with regard to the Cord Blood. |
VI. Limitation of Liability
The Client agrees that if CBS is found liable, by a court of competent jurisdiction, to the Client or the Child for damages of any kind, then the amount of the damages that the Client or the Child may recover from CBS shall not be greater than, and shall be limited to, the amount of money paid by the Client to CBS under this Agreement. CBS will not be liable for any other damages, fees or assessments of any kind. CBS will not be responsible for any damage caused by any other person, including but not limited to the courier service, the Laboratory or the Designated Storage Location. Upon surrender of the Cord Blood by the Client pursuant to the terms of this Agreement, all liability of CBS will automatically terminate. The Client acknowledges and understands that CBS is not making any warranty with respect to the services performed, or arranged for, by CBS under this Agreement. CBS assumes no responsibility for any defects or workmanship in the materials contained within the Cord Blood Collection Kit. CBS is not responsible for any procedures or services performed by third parties including, but not limited to, collection, laboratory tests, transport, improper handling or use, or loss of the Cord Blood during transportation. CBS shall not be liable to the Client or the Child for any loss or damage of any kind arising out of the delay or failure in performance of any obligation that is beyond the reasonable control of CBS, including but not limited to any delay or failure caused by the failure, unavailability or shortage of power, materials or supplies; flood; fire; natural disasters; abnormally inclement weather; act of God; act of war or terror; riot; act or omission of government or governmental agency (including FDA withdrawal and recall recommendations); strike, work stoppage or other labor unrest; other act or omission in the process of manufacture, production or supply under the control of third parties; or any other emergency (all of the above being collectively, an “Emergency”).
If the performance by CBS of this Agreement is prevented, restricted or interfered with by reason of any Emergency or any law, order, proclamation, ordinance, demand, or requirement of any government agency, or any other act or condition beyond the control of CBS, upon giving notice of same to the Client, CBS shall be excused from such performance. |
VII. Entire Agreement
This Agreement constitutes the entire Agreement between the parties with respect to its subject matter and supersedes all previous understandings, negotiations and agreements, oral or written, relating to the subject matter of this Agreement. There are no oral agreements or understandings in connection with this Agreement. Any waiver of a breach of any provision of this Agreement will not be construed to be a waiver of any subsequent breach of such provision or a waiver of any breach of any other provision. This Agreement may not be amended orally or by any course of action and may be amended only by a signed, written agreement by each party. Both parties acknowledge they have read this Agreement, understand its terms and conditions, and agree to be bound by it. CBS may assign its rights and obligations hereunder to any other entity or individual. This Agreement shall be binding upon and inure to the benefit of the legal representatives, successors and assigns of the parties. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, then the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way. All headings and captions are for convenience only and are not of any substantive effect. This Agreement shall be construed, interpreted, and governed in accordance with the laws of the State of Georgia without any reference to conflict of laws principles. Fulton County, Georgia, shall be the proper venue for any litigation arising out of this Agreement.
Cord Blood Solutions, Inc.
RELEASE OF LIABILITY
I (“Mother”), for herself and on behalf of her unborn child (“Child”), Child’s legal representatives and guardians, and her own legal representatives and heirs and in consideration for the healthcare professional who delivers my Child (“Professional”) agreeing to collect the Cord Blood of Child in accordance with the Cord Blood Solutions, LLC Collection Kit, to the fullest extent of the law irrevocably and unconditionally releases and discharges Professional and the hospital or other facility where the birth of the Child will take place (“Facility”), its directors, officers, employees, agents, representatives and affiliates from and against all actions, causes of action, demands, liabilities, and any and all other claims of every kind, nature and description, whether in law or equity, which may arise relating to the performance of the Professional or Facility in connection with the collection of the Cord Blood. Mother acknowledges that by agreeing to this Release of Liability she is giving up rights, now or in the future, to seek money damages or other remedies or relief from Professional or Facility. Mother intends this Release of Liability to be effective in all 50 States.
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