This Agreement ("Agreement") is made and entered into on the signature date by and between Mitera Management, Inc., a Delaware corporation, and its affiliated entities ("Mitera"), and the undersigned partner organization ("Partner").
RECITALS
WHEREAS, Mitera is a national Maternal-Fetal Medicine telehealth company, which offers a certification program to surrogacy agencies and fertility centers that meet its requirements;
WHEREAS, Partner is a surrogacy agency or fertility center that desires to become a certified partner under Mitera's Certification Program;
WHEREAS, the parties wish to establish the terms and conditions of the Certification Program; and
NOW, THEREFORE, in consideration of the foregoing premises and mutual covenants contained herein, the parties agree as follows:
CERTIFICATION
1.1. Certification Program. Mitera has established the Mitera Certification Program (the "Program") to expand its surrogacy screening services. Mitera also seeks to establish standards by which to improve screening in third-party reproduction. The Program will certify the Partner as meeting Mitera's requirements to ensure the integrity of its processes toward achieving stated objectives.
1.2. Partner Commitments. As a condition of certification under the Program, Partner agrees to:
a) Schedule every one of its gestational carriers candidates (“Surrogates”) after the Partner's own initial screening process but prior to the Surrogates receiving treatment at a fertility center, if the Partner is a surrogacy agency, for a gestational carrier telehealth screening by a maternal-fetal medicine specialist at Mitera – if the Partner is a fertility center, everyone of the surrogates receiving fertility treatment at any and all of its facilities are to be scheduled for the screening process at Mitera, unless the Surrogate has gone through prior screening at Mitera;
b) Use the Mitera Agency Workbench to schedule all screenings;
c) Provide intended families and surrogates with information about Mitera and its services, including Mitera's at-home genetic testing services;
d) Make the best effort to schedule intended parents and surrogate for a follow-up telehealth appointment with Mitera if any issues are identified during a surrogate pregnancy;
e) To be invoiced monthly for all services provided by Mitera and charged for all services booked for the month using a method of payment saved on the Agency Workbench.
1.3. Mitera Commitments. As part of the Program, Mitera will:
a) Provide a detailed report following the initial screening within 48 business hours of the screening;
b) Reach out to schedule additional telehealth appointment with intended parents and the Surrogate if any issues are identified during a surrogate pregnancy and Mitera is notified;
c) Provide a report after the appointment if a follow-up appointment is scheduled; and
d) List Partner's name and logo on its website deeming Partner a certified partner;
e) Allow the Partner to use the Mitera Certified Partner seal on their marketing material and website.
COSTS
2.1. Fees. The fees are based on the volume-based pricing sheet associated with the Mitera Workbench. There are no set-up costs or ongoing fees for the program or for using the Agency Workbench. The costs are subject to change at any time at Mitera’s discretion.
TERMINATION AND COMMITMENT
3.1 Termination and Commitment of Certification. The term of this Agreement shall begin on the signature date provided at the bottom of agreement. There is no set amount of time for the Partner to commit to the program. Mitera can remove the certification status at any time if it deems that the Partner is not following the Partner’s commitments. The Partner or Mitera can end the agreement at any time if either party provides a 90-day written notice. Once a certification status is removed, the Partner may no longer use Mitera’s name, logo, seal, discounted fee or its prior certification status for the promotion of its services.
USE OF MITERA NAME AND CERTIFICATION SEAL
4.1 Partner Rights. The Partner may use the Mitera certification seal on its website and marketing material including social media posts. The Partner may use Mitera’s logo, name, and seal only in relation with its certification status and partnership with Mitera. The Partner may request to partake in further co-marketing activities with Mitera such as co-marketed landing pages for its website, jointly-recorded promotional videos and other marketing material, at the Partner’s own cost.
4.2 Mitera Rights. Mitera may use the Partner’s name and logo in connection with its certified status in any promotional materials, including but limited to, its website, videos and printed marketing material.
4.3 Other Use of Name and Logo. The name, logo or seal of the other party may not be used by either party to materially harm the other party, any affiliate of the other party, their respective businesses, officers, directors, or employees, harm the reputation of any of the foregoing persons or entities, or which would reasonably be expected to lead to unwanted or unfavorable publicity of any of the foregoing persons or entities.
ACKNOWLEDGEMENTS
5.1 Arbitration. Except as prohibited by law, any dispute or controversy regarding the enforcement or interpretation of this Agreement will be resolved through binding arbitration under the employment arbitration rules of the American Arbitration Association in the State of Delaware in Wilmington, Delaware.
5.2 Other. The Partner acknowledges and agrees that Mitera is the owner of all right, title, and interest in and to the Mitera Certification Program, including but not limited to the Mitera Certification seal and logo. The Partner further agrees that it will not reproduce any part of the Mitera Certification Program or any of Mitera's intellectual property without Mitera's prior written consent.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement electronically and established the Partner as a certified Mitera partner under the Program as of the Effective Date.
Mitera Management, Inc.
By: _______________________________
Name: _____________________________
Title: ______________________________