Neuro Therapy Network Out Of Area License
 
SINGLE UNIT LICENSE
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OFFICE USE ONLY
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SYSTEM LICENSE
NEURO THERAPY - NEURO RECOVERY TREATMENT SYSTEM AGREEMENT
(NETWORK OUTSIDE MARKET AREA)
THIS AGREEMENT (the "Agreement"), is dated and effective as of this date, by and between you (hereinafter known as “Provider”) and ARP Wave, LLC (“ARPwave") located at 7721 145 Street West, Apple Valley, MN 55124.
WHEREAS, ARPwave is a Minnesota limited liability company engaged in the business of providing Neuro Therapy - Neuro Recovery Treatment Systems and related services to health care providers and the public at large. Neuro Therapy - Neuro Recovery is a unique and patented treatment process which treats the neurological origin of physiological symptoms; and
WHEREAS, Provider is a medical professional licensed in their State who provides medical services to his or her patients (for the purposes of the Agreement, Provider and his or her medical practice are sometime referred to as the "Practice")
WHEREAS, Provider desires to engage ARPwave to provide Neuro Therapy equipment, Neuro Therapy - Neuro Recovery protocols and related business services as are necessary and appropriate for the day-to-day implementation of Neuro Therapy - Neuro Recovery treatment Systems to patients.
WHEREAS, ARPwave desires to provide such services as set forth herein; and
WHEREAS, Provider and ARPwave desire to enter into this Agreement to provide a statement of their respective rights and responsibilities in the implementation and provision of Neuro Therapy - Neuro Recovery Treatment Systems.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual benefits to be delivered hereby and the promises, representations, warranties, covenants and agreements herein contained, ARPwave and Provider hereby agree, intending to be legally bound, as follows:
1. Obligation of ARPwave. At the request of Provider, in accordance with the compensation arrangements set forth in Schedule “A” attached and incorporated herein, ARPwave shall supply the following services, in consideration of the management fees paid hereunder:
(a) Supply Provider with a trained Neuro Therapist to render Neuro Therapy - Neuro Recovery protocols and related business services at the Provider location;
(b) Supply Provider with ARPwave Neuro Therapy - Neuro Recovery Treatment Systems comprised of Equipment and Proprietary Protocols, set forth on Schedule “B” hereto, to conduct specific Neuro Therapy - Neuro Recovery treatment directed at the particular aspects of the Provider’s Practice;
(c) Assist in the establishment of a referral network for ARPwave Neuro Therapy from existing network of health care providers and other ARPwave resources.
(d) Assist with financing of Neuro Therapy - Neuro Recovery treatment Systems to patients, as necessary.
2. Compensation for ARPwave Wave and Provider: ARPwave and Provider shall be compensated for Neuro Therapy - Neuro Recovery treatment Systems administered to patients as agreed to by the parties and as set forth on Schedule “A” hereto.
3. Obligation of Provider:
(a) During the term of this Agreement, Provider will not retain, engage or employ, directly or indirectly, any other entity or individual to provide the services for which Provider is contracting with ARPwave during the term of this Agreement.
(b) Medical services shall be performed by Provider. Provider represents that he or she is licensed to practice medicine, that his or her license is in good standing under the laws of their State, and that he or she shall maintain such licensure throughout the term of this Agreement. Provider understands that any lapse in his or her license shall constitute a material breach of this Agreement. Provider represents that he or she will take all action required to legally provide professional services contemplated by this Agreement.
(c) Provider represents that any individual retained, engaged or employed, or contracted with, directly or indirectly, to provide medical services, shall be qualified and if required licensed individuals. Provider shall supervise all services performed by such individuals in accordance with applicable federal and state laws, rules and regulations, and assure such individuals maintain status in good standing under the laws of their State. ARPwave reserves the right to revise Schedule A, attached herein, to reflect a multiple person practice if Provider does so retain, engage or employ such individual in order to reflect the number of people so hired by Provider and for whom services described in Paragraph 1 above, are performed by ARPwave.
(d) Provider represents that they see approximately 400 patients each month and they are responsible for treatment and the preparation of and the contents of patient records, and for the proper documentation of all medical services.
(e) Provider represents they have professional liability malpractice insurance coverage not less than that required by State law. All other personnel providing health care services for clients of Provider are also covered by professional liability insurance in amounts no less than $1,000,000 per occurrence and $3,000,000 aggregate or as otherwise generally accepted standards of practice require.
(f) Provider will also maintain a general liability policy for the office premises.
4. Term and Termination:
(a) Term. This Agreement shall commence on the Effective Date and extend until terminated pursuant to this Section.
(b) Negotiation and Renewal of Schedule A. Not later than sixty (60) days prior to each one year anniversary of the Effective Date hereof, a Party wishing to revise Schedule “A” affixed hereto shall serve notice in writing of such intention to the other Party, along, with the new terms proposed. Within sixty (60) days thereafter, the Parties shall agree to a new Schedule “A.” In the event the Parties are unable to come to such agreement, either Party may notify the other within ten (10) days following the deadline for such agreement that it intends to terminate the Agreement. In such event, this Agreement shall be terminated thirty (30) days after such notice.
(c) Termination. Except as expressively permitted otherwise, either party may terminate this Agreement immediately upon sixty (60) days advance written notice by either party.
(d) Payment of Amounts Due Upon Termination. Upon termination by Provider or ARPwave, all amounts due and payable hereunder shall be paid prior to the day of termination.
5. Practice of Medicine.
The parties acknowledge that ARPwave is not authorized or qualified to engage in any activity which constitutes the practice of medicine, and nothing required herein shall be construed as the practice of such services by ARPwave. To the extent any act or service required to be performed or provided by ARPwave is construed or deemed by any governmental authority, agency or court to constitute these practices, ARPwave shall be released from any obligation to provide such act or service and the provision for such required act or service shall be deemed waived and forever unenforceable without otherwise affecting the terms of this Agreement; provided, however, that the parties shall diligently endeavor in good faith to make other mutually satisfactory agreements relating to any problematic or prohibited provisions, or actions which will not constitute the practice of medicine by ARPwave. Notwithstanding anything to the contrary contained herein, nothing shall impair the independent professional judgment of the health care Provider.
6. Confidentiality of Medical Records.
All medical records of Provider shall be maintained as confidential in accordance with applicable State and Federal laws. All medical records shall belong to Provider consistent with the dictates of medical ethics. The release, disclosure, removal or transfer of such records shall be
governed by state and federal law and by Provider's established policies and procedures. Prior to the release of copies of any medical records to ARPwave or other third parties, Provider shall obtain from the patient (or the patient's legal representative) and present to ARPwave an effective written consent or release that satisfies ethical constraints and applicable laws and is narrowly tailored to accomplish the sole purpose of such release, which the parties agree is to accomplish the provision of Neuro Recovery and Neuro Therapy and related services contemplated hereunder. In handling all medical records, Provider agrees to comply with all applicable state and federal laws and with any requirements or limitations described in the written consent or release.
7. Ownership of Intellectual Property.
As more specifically set forth in the Lease and License Agreement attached as Schedule “B” hereto, all right, title and interest in and to the Neuro Therapy - Neuro Recovery Treatment Systems and associated ARPwave promotional materials and documentation, including without limitation all copyrights, patent rights, trademark and service mark rights, trade secret rights and other intellectual property rights, are and will remain the property of ARPwave, and such items may only be used by Provider as expressly permitted hereunder. Provider shall not remove, alter or otherwise modify any copyright, trademark or other notices of proprietary interest contained in the System(s), ARPwave promotional materials and or or documentation.
"ARPwave Trademarks" are defined as all names, marks, logos, designs, trade dress and other brand designations used by ARPwave in connection with its Neuro Therapy - Neuro Recovery Treatment Systems and related services. In performing its obligations hereunder, Provider may refer to the System(s) by the associated ARPwave Trademarks, provided that such reference is not misleading and complies with any written guidelines issued by ARPwave. Provider is granted no right, title or license to, or interest in, any ARPwave Trademarks. Provider acknowledges and agrees that any use of the ARPwave Trademarks by Provider will inure to the sole benefit of ARPwave. If Provider acquires any rights in any ARPwave Trademarks by operation of law or otherwise, Provider will immediately, at no cost or expense to ARPwave, assign such rights to ARPwave along with all associated goodwill.
8. Limitation of Liability
IN NO EVENT WILL A PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT (INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE), HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF THE PARTIES HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR HEREIN FAILS OF ITS ESSENTIAL PURPOSE.
9. Miscellaneous:
(a) Notices. All notices, requests, demands and other communication required or permitted to be given hereunder shall be made and delivered in writing. Delivery of such notice shall be deemed to have occurred (i) in the case of hand delivery, when personally
delivered to the other party as such party's address; or (ii) in the case of mailing three (3) days after such notice has been deposited in the United States mail postage prepaid, certified or registered mail, with return receipt requested, and addressed to the other party as set forth in this Agreement; or (iii) in any other cases, when actually received by the other party. Delivery of such notice shall be made to the addresses listed below or to such other person or address as a party may designate in writing, provided such designation shall be delivered in the manner provided in this Section.
ARPwave’s address: 7721 145 Street West,
Apple Valley, MN 55124
(952) 431-9708
(b) Applicable Law, Jurisdiction and Attorneys Fees. This Agreement is made with reference to and shall be governed and construed exclusively by the laws of the state of Minnesota, without reference to its conflicts of laws provisions. Each party consents to the jurisdiction of any state or federal court located within the county of Hennepin, state of Minnesota and irrevocably agrees that all actions or proceedings relating to this Agreement or any related agreements must be litigated in such courts. Each party accepts for itself, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens. Each of the parties hereto hereby waives their respective rights to a jury trial of any claim or cause of action based upon or arising out of this Agreement. In the event either party hereto fails to fulfill any of their respective obligations under this Agreement, and either party commences an action to enforce the terms of this Agreement, the substantially prevailing party in such action shall be entitled to receive an award of its reasonable attorneys’ fees, costs of enforcement and costs of collection incurred in any such action.
(c) Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns but shall not be assignable by any party hereto without the written consent of all of the other parties hereto; provided, however, that ARPwave may assign this Agreement to a parent, subsidiary or affiliate and that either party may assign its rights and delegate its obligations hereunder to any successor corporation in the event of a merger, consolidation or transfer or sale of all or substantially all of its stock or assets. Except for the persons specified in the preceding sentence, this Agreement is not intended to confer on any person not a party hereto any rights or remedies hereunder.
(d) Confidentiality of Agreement Terms. Both parties acknowledge and agree that this Agreement and each of the provisions hereof shall be treated as confidential and, except to the extent required by applicable law or regulations or order of any court or governmental entity, or as deemed reasonable necessary by the other party to facilitate due diligence in connection with acquisitions or financing, neither party shall disclose the terms of the Agreement, or provide copies hereof, to any third party (other than counsel or advisors) without the prior written consent of the other party.
(e) Modification or Amendment. This Agreement may be modified or amended only by a subsequent writing which specifically refers to this Agreement and is signed by both parties hereto and no other act, including waiver of rights, document, usage or custom shall be deemed to amend this Agreement.
(f) Waiver. Neither party hereto shall by mere lapse of time, without giving notice or taking other action hereunder, be deemed to have waived any default by the other party of any of the provisions of this Agreement. Furthermore, the waiver by either party of a particular default of this Agreement by the other shall not be construed as or constitute a continuing waiver of such default or of other defaults of the same or other provisions of this Agreement.
(g) Construction. The parties acknowledge that each party has reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities area to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.
(h) Independent Contractor Status. Provider and ARPwave are to perform and exercise their rights and obligations under this Agreement as independent contractors, and in no event shall the parties be deemed to constitute a partnership or other joint venture of any nature. ARPwave's sole function under this Agreement is to provide Neuro Recovery and Neuro Therapy and related services, as requested, exercising reasonable care in the performance of all such duties. ARPwave shall not become liable for any of the obligations, liabilities, debts or losses of Provider unless otherwise specifically provided by this Agreement. ARPwave shall have no liability whatsoever for damages suffered on account of the willful misconduct or negligence of any employee, agent or independent contractor (other than ARPwave) of the Practice. Each party shall be solely responsible for compliance with all state and federal laws pertaining to employment taxes, income withholding, employment compensation contributions and other employment related statutes regarding their respective employees, agents and servants. In the event that any court or regulatory authority (or ARPwave in good faith) determines that the relationship established by this Agreement creates an employment relationship, the parties shall negotiate in good faith to reach an arrangement involving ARPwave, the Practice and the then current Practice health care providers that substantially preserves for the parties the benefits of this Agreement. If such an arrangement cannot be reached, ARPwave may terminate this Agreement upon thirty (30) days prior written notice to the Practice.
ARPwave and Provider shall not combine their business operations in any way, but instead shall maintain their operations as separate and distinct entities.
(i) Prohibition Against Discrimination. The Practice and ARPwave agree that, in fulfilling their respective obligations and duties under this Agreement, they shall not discriminate against any individual on the basis of race, color, religion, age, sex, national origin, disability, marital status, sexual orientation or income.
(j) Use of Names. ARPwave may include the name of Provider, the Practice and the Practice Providers in any brochures, promotional materials or the like relating to the Practice.
(K) Indemnification. Subject to the reasonable requirements and restrictions of the Provider’s professional liability carrier, the parties hereto shall indemnify and hold each other harmless from any and all claims, demands, actions, causes or action and expenses of all kinds, including reasonable attorneys fees, which may arise or result out of any alleged act or neglect caused by the other party or its agents, employees or representatives in performance of any act in relation to its duties and responsibilities under this Agreement, or based on violation of any statute, ordinance or common law. This Indemnification provision shall survive termination of this Agreement by the parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of this date and year.
SCHEDULE A
ARPwave shall be compensated for all Neuro Therapy - Neuro Recovery Treatment Systems administered to Provider patients as follows:
1. Provider will pay $750.00 for the rental of each Neuro Therapy - Neuro Recovery treatment System from ARPwave.
2. Provider will pay $9.00 per treatment for use of each Neuro Therapy - Neuro Recovery treatment System, not to exceed $180.00 per patient.
3. Provider will reimburse ARPwave for the Neuro Therapist rendering Neuro Therapy - Neuro Recovery Treatment System services at the Provider location, based on a rate agreed to by the parties for each individual Neuro Therapist.
4. Provider will Lease or Pre-Pay for the RX100 used for Neuro Therapy each license is for 5 years and the fee is $25,000.00.
WHEREAS, THE UNDERSIGNED HAVING READ THE ABOVE TERMS AND CONDITIONS AND AGREEING TO BE BOUND BY THE ARP WAVE SYSTEM LICENSE AGREEMENT PRESENTS THEIR SIGNATURE BELOW ON THIS DAY.
ARP WAVE, LLC.
By placing my initials in this box I accept the terms in this agreement:

 
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