PARTICIPATION AGREEMENT
This Participation Agreement (“Agreement”) is entered into as of the date above (the “Effective Date”) by and between The Academy of Georgia Chiropractors, LLC, a Georgia limited liability company (“AGC”) and the individual whose name appears on the signature page hereof (the “Participant”).
R E C I T A L S
WHEREAS, AGC has formed and established an association (the “Academy”) to support and promote individuals engaged in the practice of chiropractic methods and treatments, and to foster interprofessional cooperation with other healthcare disciplines;
WHEREAS, Participant is a doctor of chiropractic or is a student engaged in training to become a doctor of chiropractic; and
WHEREAS, Participant desires to participate in the Academy.
NOW, THEREFORE, in consideration of the mutual promises and covenants herein set forth, the legal sufficiency of which being hereby acknowledged, the parties hereto agreed as follows:
1. Participation. Participant hereby agrees to participate in and be a part of the Academy. As a participant in the Academy, Participant will be provided access to programs, benefits, services and events made available to participants in the Academy, including the opportunity to attend conferences and continuing education opportunities sponsored by AGC.
2. Participant’s Compliance Obligations. As a condition of Participant’s participation in the Academy, Participant hereby agrees that Participant shall comply with all bylaws, rules, regulations, codes of conduct, policies and procedures that are applicable to Academy participants, as such may be adopted and amended from time to time.
3. Participation Dues and Assessments.
a. Participant agrees to pay all annual participation dues required by AGC for participation in the Academy. AGC will assess participation dues on an annual basis, with dues for any partial year of participation being pro-rated appropriately. In addition to annual participation dues, Participant agrees to pay all assessments and other charges imposed by AGC from time to time. Annual dues and other assessments and charges shall be payable within thirty (30) days of any invoice submitted by AGC to the Participant.
b. In addition to participation dues and assessments, AGC may charge additional fees in connection with events, programs and activities sponsored by AGC, such as conferences and seminars. The Participant shall be required to pay such fees as a condition of participating in any such events or activities.
c. Unless otherwise agreed to by AGC, all dues, assessments, fees and other payments to AGC are non-refundable.
4. Representations and Warranties of the Participant. The Participant hereby represents and warrants to AGC as follows:
a. The Participant is authorized to enter into this Agreement and the Participant is not bound by or subject to any contract, agreement or other obligation that prohibits or prevents the Participant from participating in the Academy or entering into this Agreement;
b. Participant is a duly licensed doctor of chiropractic or student engaged in training to become a doctor of chiropractic, and if Participant is a licensed doctor of chiropractic, Participant has never had any such license or other certification suspended, terminated or revoked or surrendered such license or certification in order to avoid disciplinary action;
c. Any information provided by Participant to AGC or in connection with participation in the Academy shall be true and correct at the time it is provided and Participant shall update any information provided by Participant to ensure that all such information is current and accurate; and
d. Participant is not currently, and has never been, excluded, debarred, restricted or otherwise declared ineligible to participate in any federal healthcare program, including Medicare and Medicaid and, to the Participant’s knowledge, Participant is not under investigation or otherwise aware of any circumstances which may result in Participant being excluded, debarred, restricted or otherwise ineligible to participate in any federal healthcare program.
5. Termination and Revocation of Participation.
a. Participant agrees and acknowledges that the AGC, in its sole and absolute discretion, shall have the right to revoke Participant’s participation in the Academy in the event Participant breaches this Agreement or violates any bylaw, rule, regulation, code of conduct, policy or procedure applicable to Participant or fails to pay any dues, assessments, fees or other amounts owed to AGC.
b. Participant has the right to terminate Participant’s participation in the Academy at any time by providing written notice of such termination to AGC at AGC’s then-current business address.
c. AGC may terminate this Agreement and Participant’s participation in the Academy at any time by providing Participant with not less than ten (10) days’ prior written notice of such termination at Participant’s address on file with AGC.
d. For the avoidance of doubt, if at the time of the termination or revocation of Participant’s participation in the Academy Participant owes any dues or other amounts to AGC, Participant’s obligation to pay such amounts shall survive the termination or revocation.
6. Participant and Third Party Content; Third Party Vendors.
a. In connection with Participant’s participation in the Academy, Participant may be provided with access to the opinions, beliefs, views, insights, recommendations, methods of practice, protocols, literature and information of other Academy participants and third parties. Participant agrees and acknowledges that, unless expressly indicated otherwise by AGC, such information is not endorsed or approved by AGC and does not reflect the opinions, beliefs, views and recommendations of AGC. Participant agrees and acknowledges that Participant is solely responsible for verifying opinions, recommendations and other information received from other participants or third parties.
b. Third party vendors may exhibit and advertise their products and services at Academy functions, program and events, on Academy websites and in Academy newsletters and other publications. Unless expressly stated otherwise by AGC, AGC does not endorse, approve or recommend the products and services of such third party vendors and does not guarantee their performance.
c. Participant understands and acknowledges that Participant is solely responsible for satisfying any financial and other obligations Participant may have to any third party, including any third party vendor that sponsors or exhibits at an Academy function, program or event, and for ensuring that Participant’s relationship with any such third party complies with applicable law.
7. Directory. From time to time, the Academy may publish and update a directory and similar registers or catalogs which include the names of participants in the Academy and information relating to each participant, including location and contact information. The Participant hereby consents to the inclusion and use of the Participant’s name and other information in such directories and other similar publications.
8. No Referrals. The Participant and AGC agree and acknowledge that neither AGC nor the Academy is a referral service and that dues, assessments, fees and other payments paid to AGC hereunder are not in exchange for the referral of patients or generation of business.
9. Confidentiality.
a. As a participant in the Academy, Participant may have access to or be brought into contact with trade secrets of AGC and other information of AGC that may not rise to the level of a trade secret under applicable law but that is not generally known to the public and is of a confidential and/or proprietary nature (“Confidential Information”). Confidential Information may include, but is not limited to (i) AGC’s past, present and future business plans and strategies, (ii) AGC’s advertising and marketing plans, (iii) AGC’s financial statements and other financial information and (iv) AGC’s methods of operation and procedures. Notwithstanding the foregoing, Confidential Information shall not include any information that (A) is or becomes generally available to the public other than as a result of an unauthorized disclosure, (B) has been independently developed and disclosed by others without violating this Agreement or the legal rights of AGC, or (C) otherwise enters the public domain through lawful means.
b. Participant hereby agrees to keep confidential and not use, disclose, destroy, alter, delete or reverse engineer any trade secrets or Confidential Information of AGC, except as authorized or consent to in writing by AGC.
c. Participant’s obligations of confidentiality under this Agreement shall continue with respect to any trade secret for as long as such remains a trade secret under applicable law and with respect to Confidential Information for so long as such information remains confidential.
d. In the event of any violation, breach or threatened violation or breach of this Section by the Participant, AGC shall have the right to obtain temporary or permanent injunctive or other equitable relief, without the necessity of posting bond or similar security. The AGC’s rights under the preceding sentence shall be in addition to, and not in limitation of, any and all other rights and remedies AGC may have at law and in equity.
10. Limitations of Liability. IN NO EVENT WILL AGC BE RESPONSIBLE TO PARTICIPANT FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF USE, REVENUE, OR PROFIT, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND REGARDLESS OF WHETHER OR NOT AGC WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS OTHERWISE PROVIDED HEREIN OR AS AGREED TO IN WRITING BY AGC, IN NO EVENT WILL AGC’S LIABILITY TO PARTICIPANT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNTS PAID OR PAYABLE TO AGC DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11. Disclaimer of Warranties. OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY OTHER CONTRACT OR DOCUMENT TO WHICH THE AGC IS A PARTY OR IS OTHERWISE BOUND, AGC HEREBY DISCLAIMS ALL WARRANTIES, CONDITIONS, OR REPRESENTATIONS TO PARTICIPANT, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE ARE EXPRESSLY EXCLUDED AND DISCLAIMED BY AGC.
12. Waiver. The waiver by AGC of one or more defaults, violations or breaches hereunder shall not be construed to operate as a waiver of future defaults, violations or breaches of the same or different terms, conditions and agreements.
13. Severability. In the event any term or provision of this Agreement is rendered invalid or unenforceable, the remaining provisions shall be unaffected by such invalidity or unenforceability and shall remain in full force and effect.
14. Governing Law. This Agreement shall be governed by the laws of the State of Georgia, without regard to any conflict of law provisions.
15. Venue for Disputes. Any proceeding or dispute arising between the parties, whether arising out of this Agreement or otherwise, shall be brought in the applicable federal or state courts for Dougherty County, Georgia and Participant hereby consents to such venue and the jurisdiction of any such court.
16. Assignment. Neither this Agreement nor Participant’s right to participate in the Academy may be assigned by Participant to any other person or entity without the prior written consent of AGC.
17. Headings and Captions. The headings and captions set forth herein are for the convenience of reference of the parties and shall not affect the meaning or interpretation of this Agreement.
18. Rights Cumulative. All rights and remedies conferred under this Agreement or by any other instrument or applicable law shall be cumulative and may be exercised singularly or concurrently.
19. Compliance with Laws. The parties shall comply with all laws, rules and regulations that are applicable to the parties in connection with this Agreement and Participant’s participation in the Academy. The parties agree that if AGC at any time reasonably determines that this Agreement, any arrangement described in this Agreement or Participant’s participation in the Academy may be in violation of any applicable federal, state or local law, statute, rule or regulation, AGC shall so notify Participant and the parties shall immediately begin good faith negotiations to amend this Agreement to bring the arrangement into compliance with all such law(s). If the parties have not agreed to a mutually acceptable amendment to this Agreement within thirty (30) days of the date of the notice provided by AGC, then either party hereto shall have the right to immediately terminate this Agreement upon written notice to the other party.
20. Survival. Sections 5(c), 6(c), 9, 10, 11 and 15 shall survive the expiration or termination of this Agreement and Participant’s participation in the Academy.
IN WITNESS WHEREOF, this Agreement has been executed by Participant and on behalf of AGC as of the date first written above. [To be finalized if approved]
Benefits Contact:
Michael Kachidurian
Chatham Group, LLC
Mobile: 914-262-7382