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Clinician Practice Agreement

Note to Clinician:  You should read this Agreement.  It includes important provisions that we want to be sure you understand. LSVT has spent many years developing proprietary methods that we believe are essential in order to maintain treatment fidelity, and we want to be sure that you, and each clinician that we work with, understands how to correctly apply these methods and the circumstances in which these methods can be applied. LSVT has also worked hard to protect its trademarks and other intellectual property rights, which we will maintain and enforce. This Agreement also addresses the inherent risks in participating in voice and whole body exercises, which could result in personal injury or other damage. By signing this Agreement, you are agreeing to assume all such risks and to release LSVT and others from all liability for any injury or other damage you may suffer.

If you have any questions or concerns, please let us know before signing the Agreement. This Note is not intended to summarize all of the terms set forth in the Agreement, nor does it alter, amend, or otherwise affect the terms or conditions of the Agreement, which you should read in its entirety before signing. Conflicts, if any, between this Note and the Agreement shall be resolved in favor of the Agreement.

LSVT® CLINICIAN PRACTICE AGREEMENT

THIS CLINICIAN PRACTICE AGREEMENT (“Agreement”) is entered into effective as of

___________________________, _______________ (“Effective Date”), by and between

         (Day, Month)                             (Year)

LSVT GLOBAL, Inc., an Arizona corporation, located at 4720 N. Oracle Rd., Suite 100, Tucson AZ 85705

(“Company” or “LSVT”); and                                                                                                                                 

                                                                                                (Clinician Name)

(“Clinician”) located at                                                                                                                                                                                                                                             

                                                                                              (Clinician Address)

(referenced individually as a “Party” or collectively as the “Parties”). 

RECITALS

WHEREAS, Company has developed certain proprietary protocols, methods, processes and modalities for treatment of individuals with speech or movement disorders related to Parkinson’s disease and other neurological disorders and conditions, which treatment protocols are identified with more specificity below and include, among others, the LSVT LOUD® and LSVT BIG® treatment protocols that are used by speech-language clinicians and physical and occupational therapists pursuant to the terms of a license granted by Company (“LSVT Methods”);

WHEREAS, Company has agreed to disclose to Clinician the LSVT Methods and to provide Clinician with instruction, education, teaching and training in connection with one or more LSVT Training and Certification Courses and other proprietary programs (collectively, “Training”), in order to ensure that Clinician understands the proper application and use of the LSVT Methods so that patients receive proper treatment;

WHEREAS, Clinician expressly acknowledges and agrees that using any modified form of the LSVT Methods is expressly prohibited because doing so may cause harm to patients and may damage the Company’s goodwill and reputation;

WHEREAS, Clinician understands that, as part of the Training, Clinician may choose to participate in interactive voice or body exercises related to the LSVT Methods, which exercises include performing certain movements or engaging in other activities that could result in personal injury, and Clinician has agreed to voluntarily assume all risks, both known and unknown, and to release Company and other persons from all liability of any kind arising from or relating to any injury or damage that Clinician may suffer in connection with Training or other activities pursuant to this Agreement;

WHEREAS, Company has made a substantial investment with respect to the development of the LSVT Methods and other valuable confidential information, trade secrets and intellectual property;

WHEREAS, Company has agreed to grant to Clinician, during the term of this Agreement, a non-exclusive, non-transferrable, revocable, limited license to use Company’s confidential information, trade secrets and intellectual property, including without limitation patents, trademarks, copyrights and trade secrets, subject to the terms and conditions of this Agreement;

WHEREAS, Clinician has agreed to abide by the terms and conditions of this Agreement, including, without limitation, to maintain Company’s confidential information and trade secrets in confidence, and to refrain from disclosing or using any of Company’s confidential information, trade secrets or intellectual property except during the term of this Agreement and only as expressly permitted herein; and

WHEREAS, Clinician has also agreed that following the termination of this Agreement, Clinician may not use or disclose any of Company’s confidential information or intellectual property for any purpose, which restrictions survive and continue in full force and effect for a reasonable period of time following termination of this Agreement;

NOW, THEREFORE, in consideration of the covenants contained herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

AGREEMENT

1.Definitions. 

All capitalized terms used in this Agreement shall have the defined meanings ascribed to them herein, and cognate terms have, respectively, corresponding meanings.

2.Certification and Training.

(a)Certification.  Company will provide Training to Clinician with respect to the LSVT Methods.  Upon Clinician’s completion of any applicable training and certification Courses or other proprietary programs (collectively, “Courses”), passage of any applicable tests, and payment of any applicable fees, Company shall provide written notice that Clinician has been certified by Company to provide In-Person Therapy Services and/or Online Therapy Services, as applicable (the “Certification”).  As used in this Agreement “In-Person Therapy Services” means live, in-person clinical sessions with a single patient, and “Online Therapy Services” means live clinical sessions with a single patient conducted via video teleconference, the Internet or other technological means that enables audio and video communication.
 
(b)Renewal and Revocation.  Clinician acknowledges and agrees that any Certification by Company shall automatically expire after two (2) years and that Clinician will be required to comply with the requirements published by Company in order to renew such Certification, which requirements may include, without limitation, completion of any required Renewal Certification Courses, passage of any applicable tests, and payment of any applicable fees.  Company may revoke Clinician’s Certification at any time in Company’s reasonable discretion by providing written notice thereof to Clinician.
 
(c)Training Materials.  In connection with the Training, the Clinician will be provided with access to documents and materials that include Company Intellectual Property, including without limitation the Maximal Daily Exercises, BIG Walking, Functional Component Tasks or Hierarchies, LSVT LOUD®, LSVT BIG®, LSVT COMPANION®, LSVT HYBRID™, BIG FOR LIFE®, LOUD FOR LIFE®, the LSVT Training Course Binder, the LSVT Evaluation Packet Pre-Treatment, LSVT Training Patient Presentation, LSVT Training and Certification Course slides and videos, online Training materials, LSVT Homework Helper and other informational DVDs, data and databases and other manuals, guides, specifications, documents and tangible materials related to the LSVT Methods (collectively, “LSVT Materials”).
 

3.License of Company Intellectual Property.

(a)Company Intellectual Property.  As used in this Agreement, the term “Company Intellectual Property” means any and all intellectual property that is used or useful in the business of Company, including without limitation all of the following, together with all worldwide common law and statutory rights in, arising out of or associated therewith:  (i) United States and foreign patents and patent applications, re-issues, divisions, re-examinations, renewals, extensions, provisionals, continuations and continuations-in-part, including U.S. Patent Nos. 8,275,624 and 7,762,264 (collectively, “LSVT Patents”); (ii) registered and common law trademarks, service marks, trade names, fictitious business names, domain names, logos, slogans, trade dress, product names, protocol names, and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing, and all registrations, applications and renewals related to the foregoing, including without limitation LSVT COMPANION, LSVT HYBRID, BIG FOR LIFE, LOUD FOR LIFE, LSVT, LSVT LOUD and LSVT BIG (collectively, “LSVT Trademarks”); (iii) original works of authorship of any kind, whether or not published, and all copyrights, copyright registrations and copyright applications, and any renewals thereof, including without limitation any copyrights related to the LSVT Materials, (collectively, “LSVT Copyrights”); (iv) trade secrets, know-how, ideas, Inventions, LSVT Methods, and other protocols, methods, processes, modalities and Confidential Information; and (v) all other intellectual property rights, whether registered or unregistered and including all registrations and applications therefor, and renewals or extensions thereof, and all similar or equivalent rights or forms of protection in any part of the world; provided, however, that the “Company Intellectual Property” licensed pursuant to this Agreement does not include the LSVT Companion System or any related software, which must be separately licensed and purchased from Company.
 
(b)License Grants.
 
(i)Therapy Services License.  During the Term and subject to the terms and conditions of this Agreement, including without limitation the certification and renewal requirements set forth in Section 2 and the license restrictions set forth in Section 3(c), Company hereby grants to Clinician a non-exclusive, non-transferrable, revocable, limited license, under Company Intellectual Property, for the sole purpose of providing patients with those services expressly prescribed in the LSVT Materials for In-Person Therapy Services and Online Therapy Services, as applicable (collectively, “Therapy Services”).  Clinician acknowledges and agrees that the Certification for In-Person Therapy Services is separate and distinct from the Certification for Online Therapy Services, and that Certification for one type of Therapy Services does not constitute Certification for the other type of Therapy Services.  All rights not expressly included in the foregoing license are expressly reserved.
 
(ii)Trademark License.  During the Term of this Agreement and subject to the terms and conditions of this Agreement, including without limitation the license restrictions set forth in Section 3(c), Company hereby grants to Clinician a non-exclusive, non-transferrable, revocable, limited license, under the LSVT Trademarks, to use, reproduce, display, broadcast, and publish the LSVT Trademarks in connection with Therapy Services in such form and manner expressly approved by Company and in conformity with the Company’s Trademark Guidelines, available on the Company’s website, www.LSVTGLOBAL.com, which guidelines may be updated by Company from time to time, in Company’s absolute discretion.  For avoidance of doubt, Clinician may create materials for use with the Therapy Services that bear the LSVT Trademarks, including without limitation brochures, pamphlets, web pages, business cards, and stationery (“Approved Clinician Materials”); provided, however, that Clinician shall submit samples of any such materials to Company for Company’s review and approval, which shall not be unreasonably withheld, before such materials are made available to any third party.  
(c)License Restrictions.  Clinician may not: (i) deliver the In-Person Therapy Services, or disclose any part of the In-Person Therapy Services, via any means other than during live, in-person clinical sessions, which prohibition includes, without limitation, delivery or disclosure of the In-Person Therapy Services or any part thereof via webcam, telephone, video conference, software program, online video or streaming, or via any alternative or other technical means, whether now known or hereafter devised, in place of, or in addition to, live clinical sessions, unless Clinician requests and obtains in each case, Company’s prior written consent, which may be withheld in Company’s absolute discretion; (ii) deliver the Online Therapy Services, or disclose any part of the Online Therapy Services via any means other than during one-on-one clinical sessions with a single patient, which prohibition includes, without limitation, posting any audio or video materials comprising Therapy Services on a website, disclosing the Online Therapy Services or any part thereof to more than one person at a time or to anyone other than a patient, or providing the Online Therapy Services except as expressly authorized by Company unless Clinician requests and obtains in each case, Company’s prior written consent, which may be withheld in Company’s absolute discretion; (iii) provide instruction, teaching or training to any other person using any Company Intellectual Property, which prohibition includes, without limitation, disclosing any Confidential Information related to the Therapy Services to anyone other than as expressly permitted in Section 4(d); (iv) photograph, video or audio record, or otherwise capture any audio or image of any Training, Courses, LSVT Methods, LSVT Materials, or any Therapy Services, including without limitation by using video cameras, cellular telephones, tape recorders, or other technologies capable of capturing audio, video or images; (v) violate the Company’s policy on reproduction or production of videos or other media, copy or reproduce any of the LSVT Materials or make any of the LSVT Materials accessible to any person except as expressly permitted pursuant to Section 4(d); (vi) modify, reverse engineer, or create any derivative works based on any Company Intellectual Property, or any part thereof, or use or disclose any modified form of any Company Intellectual Property, which prohibition includes, among other things, creating, disclosing or using any modified form of the LSVT Methods in connection with Clinician’s provision of Therapy Services, unless Clinician requests and obtains, in each case, Company’s prior written consent, which may be withheld in Company’s absolute discretion; (vii) use the LSVT Trademarks or any part thereof, in any form, for any goods or services except as expressly permitted hereunder, which prohibition includes, without limitation, any use of LSVT COMPANION, LSVT HYBRID, BIG FOR LIFE, LOUD FOR LIFE, LSVT, LSVT LOUD or LSVT BIG on or in connection with information delivered via webcam, telephone, video conference, software program, online video or streaming, or via any alternative or other technical means, whether now known or hereafter devised anything, other than use on the Approved Clinician Materials and Approved Informational Materials; (viii) represent that the Company Intellectual Property, or any part thereof, is owned by Clinician or any third party; (ix) remove any proprietary notices, labels, marks or identifying information of any kind on the LSVT Materials or any other documents or materials that Company provides or makes available to Clinician; (x) use any Company Intellectual Property, or any part thereof, for any purpose other than in accordance with the terms and conditions of this Agreement; (xi) violate any law, statute, code, regulation, rule, ordinance, order, judgment or decree of any United States or foreign country, state, province, municipality, county or other government court, agency, instrumentality or jurisdiction, including, without limitation, the Health Insurance Portability and Accountability Act of 1996, as amended from time to time, and the regulation promulgated thereunder, including 45 C.F.R. Parts 160 and 164, as amended or supplemented from time to time (collectively, “Laws”). 
 

4.Confidentiality and Nondisclosure of Company Confidential Information. 

(a)Access to Confidential Information.  Clinician acknowledges and agrees that Company is the owner of trade secrets and other confidential information, including, without limitation, the LSVT Methods; LSVT Materials; the LSVT Companion; business and marketing plans and other information regarding operation of Company; financial information, fee structure, compensation and other related information; data, databases, documents, files, electronically recorded information, books, papers, records, specifications, compilations of information and other related information; computer programs, software, spreadsheets, programming, software specifications, and other information and materials relating to computer software; equipment, computing systems, hardware, devices, apparatus, technology and systems integration and technical information; research and development information, trade secrets, know-how, methods, studies, and other Inventions; other information and materials disclosed in confidence to Clinician, directly or indirectly, either orally or in writing, by Company; and any derivative works, improvements or modifications to any of the foregoing, and any other information or materials created, in whole or in part, by using any of the foregoing (collectively, “Confidential Information”).  Clinician acknowledges and agrees that information need not be labelled as “confidential” to qualify as Confidential Information. 
 
(b)Exclusions.  Confidential Information does not include information that Clinician can demonstrate:  (a) is now or hereafter becomes, through no act or failure to act on the part of Clinician, generally known or widely available to the public; (b) was known by Clinician prior to receiving such information or materials from Company; or (c) is independently developed by Clinician without using, incorporating, referencing, recreating or relying upon any of the Confidential Information.  Notwithstanding the foregoing, Clinician acknowledges and agrees that Company’s compilation of information, as disclosed to Clinician, constitutes Confidential Information under this Agreement even though portions of such information may be individually disclosed or found in the public domain.  Without limiting the generality of the foregoing, Clinician understands and agrees that Company’s standardized protocols, including without limitation the Maximal Daily Exercises, BIG Walking, Functional Component Tasks or Hierarchies, LSVT COMPANION, LSVT HYBRID, BIG FOR LIFE, LOUD FOR LIFE, LSVT BIG and LSVT LOUD, constitute Confidential Information even though portions of such protocols may be disclosed by Clinician as expressly permitted in Section 4(d) and used by Clinician in connection with the Therapy Services provided to patients in accordance with the terms of the license granted in Section 3(b)(i). 
 
(c)Nondisclosure and Nonuse of Confidential Information.  During the Term of this Agreement, Clinician will have access to and be provided with Confidential Information.  Clinician represents, warrants and agrees that: (i) Clinician will not use any Confidential Information during the Term of this Agreement, except as otherwise expressly permitted by the license granted in Section 3(b)(i) of this Agreement; (ii) Clinician will not use any Confidential Information for any purpose following the termination of this Agreement, except only to the extent necessary to determine the scope of Therapy Services that were previously provided to a patient during the Term of this Agreement; and (iii) except as otherwise expressly provided in Section 4(d), Clinician will not at any time, either during or after the Term of this Agreement, disclose or make available to any third party, any Confidential Information, unless Clinician requests and obtains, in each case, Company’s prior written consent, which may be withheld in Company’s absolute discretion.  Without limiting the generality of the foregoing, Clinician may not post on the Internet or otherwise publicly disclose any videos or other materials related to the LSVT Methods that would enable or assist in the performance of any of LSVT’s proprietary protocols or exercises, including without limitation the Maximal Daily Exercises, BIG Walking, Functional Component Tasks or Hierarchies, LSVT COMPANION, LSVT HYBRID, BIG FOR LIFE, LOUD FOR LIFE, LSVT LOUD and LSVT BIG.  Clinician agrees to provide written notice to the Company immediately of any actual or suspected disclosure to or use by any third party of any Confidential Information of which Clinician gains knowledge while engaged by Company.
 
(d)Permitted Disclosure.  Notwithstanding Section 4(c), during the Term of this Agreement, Clinician may disclose Approved Informational Materials to doctors, clinicians, medical professionals, researchers, patients and prospective patients only as expressly permitted in writing by Company.  For purposes of this Agreement, “Approved Informational Materials” means any LSVT Materials that Company has expressly authorized in writing for disclosure pursuant to this Section, including LSVT LOUD and LSVT BIG marketing brochures that provide information about LSVT LOUD and LSVT BIG to individuals with Parkinson disease and other neurological conditions.  Subject to the other restrictions set forth herein, Clinician may also disclose individual portions of Confidential Information (in addition to the Approved Informational Materials) to the extent that such disclosure is reasonably necessary to render the Therapy Services.  In addition, Therapists employed as faculty and clinical supervisors of accredited higher education institutions providing formal (e.g., ASHA approved) degree programs related to speech or voice therapy and physical/occupational therapy may disclose Approved Information Materials in connection with the Clinician’s formal academic capacities. Approved Informational Materials may be copied and provided to such patients, prospective patients, or higher education students, as applicable; provided, however, that all such documents must bear the following copyright notice: “Copyright 2017 LSVT Global, Inc.  All rights reserved.” If the year of creation or first publication of the work, whichever is earlier, is prior to 2014, then Clinician must substitute the applicable year in the notice.  Clinician may not create, use or disclose any modified version or derivative works of the Approved Informational Materials, nor may Clinician disclose any Approved Information Materials or other Confidential Information to any third party except as expressly permitted by this Section.
 
(e)Volunteer Information.  During the Term of this Agreement, during Courses and Training sessions, Clinician may have access to information disclosed by individuals who volunteer to participate in such sessions (“Volunteer Information”).  Clinician represents, warrants and agrees that Clinician will not, at any time, either during or after the Term of this Agreement: (i) use any Volunteer Information for any purpose other than Training; (ii) disclose or make available to any third party, any Volunteer Information; or (iii) record or save in any tangible medium or electronically transmit any Volunteer Information.
 

5.Ownership of Intellectual Property Rights.

(a)Invention Assignment.  Clinician agrees that all right, title, and interest in and to any and all original works of authorship, developments, concepts, improvements, designs, discoveries, inventions, ideas, trademarks or trade secrets, whether or not patentable or registrable under copyright or similar laws (collectively referred to as “Inventions”), which Clinician may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the Term of this Agreement shall be and are hereby assigned to the Company or its designee, except for any Inventions which:  (1) Clinician developed entirely on its own time without using the Company’s equipment, supplies, facilities, or Confidential Information; (2) are unrelated to the Company’s business; and (3) do not result from any Therapy Services performed pursuant to this Agreement. 
 
(b)Ownership of Company Intellectual Property.  Clinician acknowledges and agrees that, as between Clinician and Company, Company shall be the sole owner of all Company Intellectual Property, including without limitation all LSVT Patents, LSVT Trademarks, LSVT Copyrights, Confidential Information, Inventions, LSVT Methods, LSVT Materials and any derivative works, improvements or modifications to any of the foregoing, and all intellectual property rights related thereto.  This Agreement grants a license only and transfers to Clinician no ownership interest in any Company Intellectual Property.  Clinician shall not take any action to jeopardize, limit or interfere in any manner with Company’s ownership of and rights with respect to the Company Intellectual Property.  Clinician acknowledges that all goodwill arising out of the use of the LSVT Trademarks will inure to the exclusive benefit of the Company.  All rights, other than the license rights expressly granted in Section 3(b), are reserved. 
 

6.Disclaimers; Limitation of Liability; Assumption of Risk, Wavier and Release.

(a)No Warranty.  Company makes no warranty with respect to the Company Intellectual Property, which is provided “as is” and with all faults.  Clinician acknowledges and agrees that Company does not have control over Clinician’s provision of Therapy Services or use of Company Intellectual Property, and Company does not warrant the results that may be obtained through the Therapy Services or through use of Company Intellectual Property.  Without limiting the generality of the foregoing, Clinician acknowledges and agrees that it is solely responsible for evaluating and treating Clinician’s patients and that Company will have no involvement or responsibility with respect to Clinician’s delivery of Therapy Services.  Clinician assumes all risks and responsibility for its provision of Therapy Services and use of Company Intellectual Property.  To the fullest extent permitted by law, Company makes and Clinician receives no representations or warranties of any kind, whether express, implied, statutory or allegedly extended in any communication with Clinician.  The Company Intellectual Property is intended to be used by trained professionals only and is not a substitute for professional judgment.  Clinician acknowledges and agrees that Company cannot anticipate every medical circumstance or condition of an individual patient, and Clinician agrees that it shall notify each patient to that effect.
 
(b)Limitation of Liability.  To the maximum extent permitted by applicable law, in no event will Company be liable for any damages, including lost profits, incidental, consequential, indirect or punitive damages arising out of or relating to this Agreement, the Therapy Services or use of the Company Intellectual Property, however caused, and on any theory of liability, whether in contract, tort, indemnity or otherwise.  This limitation will apply even if Company has been advised of the possibility of such damage. 
 
(c)Assumption of Risk, Waiver and Release.  In connection with the Courses, Training sessions and Therapy Services, Clinician may participate in interactive voice or body exercises related to the LSVT Methods, including whole body exercise movements in sitting and standing positions, and functional activities such as walking, reaching, bending, lifting, carrying, climbing stairs, and performing other movements or engaging in other activities that could result in personal injury (collectively, the “Activities”).  Clinician agrees to comply with all instructions provided by any LSVT instructor, and shall inform LSVT and such instructor immediately if Clinician wishes to discontinue participation in the Activities, needs help or has any restrictions regarding participation in any Activities, or otherwise has any reason to be concerned with respect to safety, discomfort or injury.  Clinician must exercise judgment in deciding whether to participate in any Activities, and may discontinue participation in the Activities at any time.  Clinician understands that there are potential health risks involved with Clinician’s participation in the Activities, including the risk of personal injury.  Clinician knowingly and voluntarily assumes all such risks, both known and unknown, and assumes full responsibility for Clinician’s participation in such Activities.  To the maximum extent permitted by applicable law, Clinician hereby releases, waives, discharges and covenants not to sue the Company or its directors, officers, employees, affiliates, agents, licensees, third-party service providers or other persons involved in the Courses, Training sessions and Therapy Services (collectively, “Released Parties”), from or in connection with any and all liability, including any and all claims, demands and causes of action of any and every kind (including attorney’s fees), arising from or relating to any injury or damage that Clinician may experience while participating in the Courses, Training sessions, Therapy Services or Activities, regardless of whether the injury or damage is caused by the negligence of the Released Parties or otherwise. 
 

7.Indemnification.

Clinician agrees to indemnify, defend and hold harmless the Company from and against all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including without limitation interest, penalties, attorneys’ fees and costs, that the Company or any other person may incur or suffer as a result of or related to any of Clinician’s intentional acts, omissions, negligence, willful misconduct and any breach or alleged breach or failure to perform any of the representations, warranties or obligations in this Agreement, including without limitation any allegations related to the Activities or any Therapy Services provided by Clinician.

8.Term and Termination.

(a)Term.  This Agreement shall begin on the Effective Date and continue in effect until terminated by either Party pursuant to Section 8(b) (the “Term”).
 
(b)Termination.  Notwithstanding the foregoing, this Agreement may be terminated: (i) by mutual written agreement of the Parties; (ii) by either Party, at any time, by providing the other Party with written notice of termination, which termination shall become effective thirty (30) days after the date of such notice; (iii) by either Party if the other Party breaches this Agreement and fails to cure such breach within five (5) days after the date of notice specifying such breach; (iv) automatically if there is instituted by or against the other Party proceedings in bankruptcy or under insolvency Laws or receivership or dissolution, or if the other Party makes an assignment for the benefit of creditors or admits insolvency or becomes insolvent, in which case termination shall be effective upon such Party’s receipt of the termination notice; (v) automatically upon Clinician’s loss of Certification through expiration or revocation, violation of any Law or breach of the license restrictions set forth in Section 3(c), in which case termination shall be effective immediately (in each case, the effective date of termination shall be referred to herein as the “Termination Date”).  Upon any termination of this Agreement, the licenses granted in Section 3(b) shall automatically and immediately terminate. 
 
(c)Survival. Upon any termination of this Agreement, Sections 3(c), 4(c), 4(e) and 5 through and 11 shall survive and remain in full force and effect.  Without limiting the generality of the foregoing, upon any termination of this Agreement, Clinician may not disclose any of Company’s Confidential Information, or create, disclose or use any derivative works or modified form of the Confidential Information, including without limitation the LSVT Methods, LSVT Materials and other Company Intellectual Property.
 

9.Injunctive Relief for Breach of Agreement.

Clinician acknowledges and agrees that Clinician’s failure to perform any of Clinician’s covenants in Sections 3(c), 4(c), 8(c) and 10 would cause irreparable injury to Company and cause damages to Company that would be difficult or impossible to ascertain or quantify.  Accordingly, without limiting any remedies that may be available with respect to any breach of this Agreement, Clinician consents to the entry of an injunction to restrain any breach of Sections 3(c), 4(c), 8(c) and 10, without any necessity to post any bond or provide any security in connection therewith.

10.Dispute Resolution.

If a dispute arises from or relates to this Agreement or the breach thereof, and if the dispute cannot be settled through direct discussions, the Parties agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration, which mediation shall be scheduled within 30 days of any request to mediate by either Party.  If the Parties do not resolve the dispute within 45 days of any such request to mediate, any dispute arising from or relating to this Agreement or breach thereof shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.  The place of any mediation or arbitration shall be Tucson, Arizona.  If the Parties do not agree to an arbitrator within 10 days following the initiation of arbitration by either Party, each Party shall submit the name of an arbitrator affiliated with the American Arbitration Association offices in Tucson, Arizona, and the two named arbitrators shall appoint another arbitrator who shall solely preside over the arbitration proceeding.  Either Party may apply to the arbitrator seeking injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved.  Either Party also may, without waiving any remedy under this Agreement, seek from any court in Tucson, Arizona having jurisdiction, any interim or provisional relief that is necessary to protect the rights or property of that Party, pending the establishment of the arbitral tribunal (or pending the arbitral tribunal’s determination of the merits of the controversy).  Consistent with the expedited nature of arbitration, each Party will, upon the written request of the other Party, promptly provide the other with copies of documents relevant to the issues raised by any claim or counterclaim.  Any dispute regarding discovery, or the relevance or scope thereof, shall be determined by the arbitrator, which determination shall be conclusive. All discovery shall be completed within 60 days following the appointment of the arbitrator.  At the request of a Party, the arbitrator shall have the discretion to order examination by deposition of witnesses to the extent the arbitrator deems such additional discovery relevant and appropriate. Depositions shall be limited to a maximum of three per Party and shall be held within 30 days of the making of a request. Additional depositions may be scheduled only with the permission of the arbitrator, and for good cause shown.  Each deposition shall be limited to a maximum of six hours duration. All objections are reserved for the arbitration hearing except for objections based on privilege and proprietary or confidential information.  The prevailing Party shall be entitled to an award of reasonable costs and fees, which shall include, without limitation, all reasonable pre-award expenses of the arbitration, including the arbitrators’ fees, administrative fees, travel expenses, out-of-pocket expenses such as transcription, reporting, copying and telephone, court costs, expert and percipient witness fees, and attorneys’ fees.

11.General

(a)Notices. All notices, requests, demands, claims and other communications hereunder (collectively, “Notices”) must be in writing. Any Notice will be duly given if (and be deemed received two (2) business days after) it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the Parties as provided in this Agreement.
 
(b)Relationship of the Parties.  Clinician is solely responsible for the manner and hours in which Therapy Services are performed. Clinician is solely responsible for all taxes, withholdings and other statutory, regulatory or contractual obligations of any sort (including, without limitation, those relating to workers’ compensation, disability insurance, Social Security, unemployment compensation coverage, the Fair Labor Standards Act, income taxes and compliance with other Laws), and is not entitled to participate in any employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs of Company.  Nothing contained in this Agreement shall in in any way be construed to create an agency relationship, partnership, employment relationship or joint venture between the Parties. 
 
(c)Choice of Law.  This Agreement, its application and interpretation, and all rights and obligations of the Parties hereunder shall be governed by and construed exclusively in accordance with the laws of the State of Arizona, excluding any choice of law rules which would apply the laws of another jurisdiction.
 
(d)Assignment; Binding Effect.  Clinician may not assign this  Agreement without Company’s prior written consent, which may be withheld in Company’s absolute discretion.  This Agreement shall be freely assignable by Company. This Agreement shall binding upon and inure to the benefit of any permitted successor or assign of each Party.
 
(e)Entire Agreement.  This Agreement represents the entire understanding between the Parties hereto with respect to the subject matter hereof, and this Agreement supersedes all previous representations, understandings or agreements, oral or written, between the Parties with respect to the subject matter hereof.
 
(f)Severability.  Should one or more of the provisions of this Agreement become void or unenforceable as a matter of law, then this Agreement shall be construed as if such provision were not contained herein, and the remainder of this Agreement shall be in full force and effect.
 
(g)No Waiver.  No waiver of any breach of any covenant or condition herein shall constitute a waiver of any subsequent breach.
 
(h)Amendment.  No change or modification to this Agreement shall be valid unless the same shall be in writing and signed by the Parties hereto.
 
(i)Language.  This Agreement is prepared and executed in the English language only, and any translation into any other language shall have no effect.
 
(j)Independent Counsel.  Clinician acknowledges that this Agreement has been prepared on behalf of the Company, by the Company’s counsel. The Company’s counsel does not represent, and is not acting on behalf of, Clinician. Clinician has been provided with an opportunity to consult with Clinician’s own counsel with respect to this Agreement.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.  By signing below, Clinician represents, warrants and agrees that Clinician has read and understands this Agreement, and agrees to be bound by its terms.