Young african-american doctor making notes at the medical meeting

 

Clinician Practice Agreement

Note to Clinician: You should read this Agreement carefully because 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 to maintain treatment efficacy and fidelity, and we want to be sure that you, and each clinician that we work with, understands how to correctly use these methods and under what circumstances. 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, including LSVT LOUD®, LSVT BIG®, and LSVT for LIFE® maintenance therapy and exercise services, which could result in personal injury or other damage, whether to you or those that participate in such exercises. 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 or others 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 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 below. 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

       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 adult and childhood neurological disorders and conditions (collectively, “Clients”), which treatment and exercise protocols are identified with more specificity below and include, among others, the LSVT LOUD® (inclusive of all derivatives, such as LSVT LOUD for KIDS®, LSVT for LIFE®, LOUD for LIFE®) and LSVT BIG® (inclusive of all derivatives, such as LSVT BIG for KIDS™, BIG for LIFE®, LSVT for LIFE®) treatment protocols that are used by speech language pathologists, speech language pathology assistants, physical therapists, physical therapist assistants, occupational therapists, occupational therapy assistants, and students, residents or clinical fellows in the aforementioned professional programs or disciplines pursuant to the terms of a license granted by Company (collectively, the “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 Clients 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 Clients 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, certification, 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 and Exercise Services and/or Online Therapy and Exercise Services, as applicable (the “Certification”). As used in this Agreement “In- Person Therapy and Exercise Services” means live, in-person clinical sessions with a single Client or non-therapeutic exercise sessions in a group format, and “Online Therapy and Exercise Services” means live clinical sessions with a single Client or non-therapeutic exercise sessions in a group format 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 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 Certification and Training, the Clinician will be provided with access to documents and materials that include Company Intellectual Property (as defined in Section 3(a)), including without limitation the Maximal Daily Exercises, BIG Walking, Functional Component Tasks or Hierarchies, LSVT eLOUD, Speech Repository materials, LSVT LOUD, LSVT BIG, LSVT Coach, LSVT HYBRID™, BIG FOR LIFE, LOUD FOR LIFE, LSVT for LIFE, LSVT LOUD for KIDS, LSVT BIG for KIDS, the LSVT Training Course Binder, the LSVT Evaluation and Treatment Packets, LSVT Informational Lecture Presentation, LSVT Training and Certification Course slides and videos, online Training materials, LSVT Homework Helper Videos, LSVT for LIFE exercise videos, LSVT webinars, and other informational Videos, 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, LSVT Coach, LSVT HYBRID, BIG FOR LIFE, LOUD FOR LIFE, LSVT, LSVT LOUD, LSVT LOUD for KIDS, 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 or encompassed in the LSVT Materials, (collectively, “LSVT Copyrights”); (iv) trade secrets, know-how, ideas, Inventions (as defined in Section 5(a)), LSVT Methods, the Training, 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 Coach or any related software, which must be separately licensed and purchased from Company.
 
(b) License Grants.
 
(i) Therapy and Exercise 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 to use the Company Intellectual Property, for the sole purpose of providing Clients with those services expressly prescribed in the LSVT Materials for In-Person Therapy and Exercise Services and Online Therapy and Exercise Services, as applicable (collectively, “Therapy and Exercise 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, to use, reproduce, display, broadcast, and publish the LSVT Trademarks in connection with Therapy and Exercise 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) 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 and Exercise Services to anyone other than as expressly permitted in Section 4(d); (ii) photograph, video or audio record, or otherwise capture any audio or image of any use of Training, Courses, LSVT Methods, LSVT Materials, Videos, or any Therapy and Exercise Services, including without limitation by using video cameras, cellular telephones, tape recorders, screen capture, or other technologies capable of capturing audio, video or images; (iii) 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); (iv) 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 and Exercise Services, unless Clinician requests and obtains, in each case, Company’s prior written consent, which may be withheld in Company’s absolute discretion; (v) 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 COACH, LSVT HYBRID, BIG FOR LIFE, LOUD FOR LIFE, LSVT FOR LIFE, LSVT LOUD FOR KIDS, LSVT BIG FOR KIDS, 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 (as defined in Section 4(d)); (vi) represent that the Company Intellectual Property, or any part thereof, is owned by Clinician or any third party; (vii) 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; (viii) use any Company Intellectual Property, or any part thereof, for any purpose other than in accordance with the terms and conditions of this Agreement; (ix) 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 and LSVT Coach; the Training and method of the Training; Volunteer Information (as defined in Section 4(e)); 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 COACH, LSVT HYBRID, BIG FOR LIFE, LOUD FOR LIFE, LSVT FOR LIFE, LSVT LOUD FOR KIDS, LSVT BIG FOR KIDS, 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 and Exercise Services provided to Clients 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 and Exercise Services that were previously provided to a Client 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 Coach, LSVT HYBRID, BIG FOR LIFE, LOUD FOR LIFE, LSVT for LIFE, LSVT LOUD for KIDS, LSVT BIG for KIDS, 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, Clients and prospective Clients 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 and Exercise 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 Clients, prospective Clients, or higher education students, as applicable; provided, however, that all such documents must bear the following copyright notice: “Copyright [year of publication] 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, Company Intellectual Property, or Confidential Information; (2) are unrelated to the Company’s business; and (3) do not result from any Therapy and Exercise 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 and Confidential Information, 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 and Exercise Services or use of Company Intellectual Property and Confidential Information, and Company does not warrant the results that may be obtained through the Therapy and Exercise Services or through use of Company Intellectual Property and Confidential Information. Without limiting the generality of the foregoing, Clinician acknowledges and agrees that it is solely responsible for evaluating and treating Clinician’s Clients and that Company will have no involvement or responsibility with respect to Clinician’s delivery of Therapy and Exercise Services. Clinician assumes all risks and responsibility for its provision of Therapy and Exercise Services and use of Company Intellectual Property and Confidential Information. 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 and Confidential Information 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 Client, and Clinician agrees that it shall notify each Client 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 and Exercise Services or use of the Company Intellectual Property or Confidential Information, 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 and Exercise Services, Clinician may participate in interactive voice or body exercises related to the LSVT Methods, including voice exercise that may strain vocal cords and 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 and Exercise 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 and Exercise 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 and Released Parties 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, Released Parties, or any other person may incur or suffer (collectively, the “Claims”) 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 and Exercise Services provided by Clinician. Clinician hereby assumes all liability related to risk of Activities in connection with the provision of any Therapy and Exercise Services provided by Clinician to Clinician’s Clients, and agrees to indemnify, defend and hold harmless the Company and Released Parties from and against any Claims arising from or related thereto.

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.

Any legal action or proceeding brought to interpret or enforce this Agreement or in any other way arising out of or in relation to this Agreement shall be brought in either the state or federal courts located in Pima County, Arizona. The parties hereto irrevocably submit to the exclusive jurisdiction and venue of said courts in any such action or proceeding and hereby waive any and all objections to the personal jurisdiction and venue of said courts. 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 and Exercise 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.

(k) Counterpart and Electronic Signatures. This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original, and all of which shall together constitute one and the same instrument.

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.

By:
(Clinician Signature)
Name:
Date:

By:
(LSVT GLOBAL, INC.)
Name:
Date: