A comprehensive program designed to provide standardized training for case management staff and Physician Advisors.
Customize a training package to meet your organization's needs.
Enter the number of staff requiring access to each Compass training library.
[mONTH, DAY, YEAR]
City, State, Zip
Number of Trainees (Year 1):
Compass for Case Managers
[Tier High Low #]
Compass for Physician Advisors
THIS ACMA SERVICE AGREEMENT (the
“Agreement”) is effective as of the
Effective Date by and between the AMERICAN CASE MANAGEMENT ASSOCIATION, an
Arkansas non-profit corporation (the "ACMA") and Client.
WHEREAS, the Client wishes
to utilize the service(s) offered by ACMA as noted below (“Services”) and
defined in the corresponding Section 6: Description of Services
NOW, THEREFORE, in consideration of the foregoing, and of
the mutual promises and undertakings contained
herein, and other good and valuable consideration, the parties agree as
this ACMA Service Agreement, including any attached Exhibits.
the services provided by ACMA to client as set forth above and specified in the
Section 6: Description of Services.
Property Rights" means all rights in and to any copyright, trademark,
service mark, trade name, design, patent, trade secret, know how, and any and
all other intellectual property or proprietary rights, and any application or
right to apply for registration of any of these rights and any right to protect
or enforce any of these rights.
“Party" means a
person or business entity who has executed this Agreement.
“Term" means the
term of this Agreement commencing on the Effective Date, and “Expiration Date.”
to ACMA’s operational software, protocols, or processes.
Confidential Information. Neither
party may use, disclose or make available to any third party the other party’s
confidential or proprietary information (“Confidential Information”), including
without limitation information that (1) is by its nature confidential, (2) is
designated in writing by ACMA as confidential, (3) the Client knows or
reasonably ought to know is confidential; (4) is information comprised in or
relating to any Intellectual Property Rights of ACMA, or (5) all Client data
entered into the System, and (6) all of the parties’ respective intellectual
property rights. Notwithstanding the foregoing, Confidential
Information shall not include information that (i) was generally known and
available to the public as of the Effective Date of this Agreement or which
becomes generally known and available to the public through no action of either
Party; (ii) was known to the disclosing Party prior to the Effective Date
hereof, as evidenced by contemporaneous written records; (iii) is disclosed
with the prior written approval of the non-disclosing Party; (iv) becomes known
to the disclosing Party from a source other than the non-disclosing Party without
breach of this Agreement; or (v) after prompt, advance written notice to the
non-disclosing Party, is disclosed pursuant to the order or requirement of a
court, administrative agency, or other governmental body. Client and its
employees, agents, and representatives will not at any time or in any manner,
either directly or indirectly, use for the personal benefit of Client, or
divulge, disclose, or communicate in any manner, any information that is
proprietary to ACMA. Client and its employees, agents, and representatives will
protect such information and treat it as strictly confidential. ACMA and its
employees, agents, and representatives will not at any time or in any manner,
either directly or indirectly divulge, disclose, or communicate in any manner any
information that is proprietary to Client, including but not limited to
contacts stored in databases, content and any information proprietary to a
third-party client of Client stored in the System. ACMA and its employees,
agents, and representatives will protect such information and treat it as
strictly confidential. This provision will continue to be effective after the
termination of this Agreement.
(b) Actions Upon Disclosure. Client shall immediately
report to the ACMA in writing any use or disclosure of the Confidential
Information of which it becomes aware other than the use and disclosure
explicitly authorized by this Agreement. Client agrees to cooperate with the
ACMA to mitigate any deleterious effect arising from any such improper use or
(c) Injunctive Relief. Client acknowledges that the
disclosure of Confidential Information could result in irreparable harm to the
ACMA, and the ACMA will have no adequate remedy in money or damages. Client
therefore agrees that in such event the ACMA shall be entitled to obtain
injunctive relief in any court of competent jurisdiction, without the necessity
of posting a bond even if otherwise normally required. Such injunctive relief
shall in no way limit the ACMA’s right to obtain other remedies available under
(a) No Warranties. Client
acknowledges that Services and System are under ongoing improvement and
development by ACMA. THEREFORE, THE SERVICES AND SYSTEM ARE PROVIDED TO CLIENT
ON AN “AS IS” BASIS. THE ACMA MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT
TO THE ACCURACY, COMPLETENESS, OR CURRENCY OF ANY INFORMATION IN THE SYSTEM OR
PROVIDED TO CLIENT AS PART OF SERVICES. THE ACMA SPECIFICALLY DISCLAIMS ANY AND
ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
(b) Limitations of Liability. THE
ACMA SHALL NOT BE LIABLE ON ACCOUNT OF ANY ERRORS, OMISSIONS, DELAYS, OR
LOSSES, UNLESS CAUSED BY ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. CLIENT
AGREES THAT IN NO EVENT SHALL THE ACMA BE LIABLE FOR THE RESULTS OF CLIENT’S
USE OF THE SERVICES OR SYSTEM, ITS INABILITY OR FAILURE TO CONDUCT ITS
BUSINESS, OR FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES. CLIENT FURTHER
AGREES THAT IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE ACMA FOR ANY
CLAIMS, LOSSES, OR DAMAGES ARISING UNDER THIS AGREEMENT AND SERVICES PERFORMED
HEREUNDER, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, INCLUDING
NEGLIGENCE, EXCEED THE TOTAL AMOUNT PAID BY CLIENT HEREUNDER, EVEN IF THE ACMA
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL CLAIM, LOSS, OR DAMAGE. THE
FOREGOING LIMITATIONS OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY
REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.
Termination. Either party may terminate this Agreement in the event
that the other party commits a material breach of this Agreement, provided that
the aggrieved party shall first notify the other party of the breach and give
such other party at least thirty (30) days to cure such breach. Failure by
Client to pay any fee or fees due under this Agreement shall be considered a
material breach of the Agreement.
(a) Assignment; No Third-Party Beneficiaries. This Agreement is personal to Client
and may not be assigned or transferred by Client, in whole or in part, other
than as a part of the transfer or sale of substantially all of Client’s
business related thereto. This Agreement does not confer, and is not intended
to confer, any rights upon any person not a party to this Agreement.
Unless otherwise specified herein, all notices and other communications to a
party shall be in writing and shall be given to such party at its address or
facsimile number set forth on the signature page, or such other address or
facsimile number as such party may hereafter specify by notice to the other
party. Notices shall be deemed to have been made upon delivery in person, if
delivered by facsimile upon confirmation of receipt by the recipient, or upon
the expiration of five days after the date of posting if mailed by certified
mail, postage prepaid, to the address specified below.
of Law. Client
agrees to negotiate in good faith any changes to this Agreement as required by amendments
to any applicable law, rule, or regulation, including without limitation
amendments to HIPAA or its implementing regulations set forth at 45 C.F.R.
parts 160 through 164; provided, however, that if the parties are unable to
agree on such changes to this Agreement, either party may terminate this
Agreement effective upon notice to the other party.
Contractors. The parties acknowledge that their relationship is that of
independent contractors and that nothing contained in this Agreement shall be
construed to place the parties in the relationship of principal and agent,
master and servant, partners or joint ventures. Neither party shall have,
expressly or by implication, or represent itself as having any authority to
make contracts or enter into any agreement in the name of the other party, or
to obligate or bind the other party in any manner whatsoever.
Waiver. No amendment of any provision of this Agreement shall be effective
unless set forth in writing signed by a representative of each party, and then
only to the extent specifically set forth therein. No course of dealing on the
part of either party, or any failure or delay by either party with respect to
exercising any of its rights, powers or privileges under this Agreement or
under applicable law shall operate as a waiver thereof. No waiver by any party
of any condition or the breach of any provision of this Agreement in any one or
more instances shall be deemed a further or continuing waiver of any such
condition or provision.
Compliance. Client agrees that it will not at any time take any action
which violates, and shall at all times comply with, any and all applicable
federal, state and local laws, rules and regulations related to this Agreement
or its use of the Services provided hereunder.
The confidentiality and limitation provisions of this Agreement shall survive
the expiration or termination of this Agreement.
of Law. This Agreement shall be governed by the laws of the State of
Arkansas, without regard to its conflict of law rules.
Agreement. This Agreement embodies the entire agreement between the parties
with respect to the subject matter hereof and supersedes all prior agreements
and understandings between the parties relating to the subject matter hereof. No
representation, promise or inducement has been made by the parties that is not
embodied in this Agreement.
If any provision of this Agreement, or the application thereof to any person or
circumstance, is held invalid, such invalidity shall not affect any other
provision which can be given effect without the invalid provision or
application, and to this end the provisions hereof shall be severable.
Majeure. Neither party shall be deemed in default of this Agreement to the
extent that performance of its obligations or attempts to cure any breach are
delayed, restricted or prevented by reason of any act of God, fire, natural
disaster, act of government, strikes or labor disputes, inability to provide
raw materials, power or supplies, or any other act or condition beyond the
reasonable control of the party, provided that such party gives the other party
written notice thereof promptly and uses its best efforts to cure the delay. In
the event that any act of force majeure prevents either party from carrying out
its obligations under this Agreement for a period of more than thirty (30)
days, the other party may terminate this Agreement without liability upon ten
(10) days’ written notice; provided, however, that any payments still owing at
the time of termination shall become due immediately upon termination if not
6. Description of Services. Beginning on the Service Effective Date, the ACMA will
provide to the client the following services:
Directional Training Modules.
Client will be provided access to ACMA’s Compass platform (the “Compass
Services”), and will be able to use all functionality included therein,
including the ability to:
1. Utilize administrative accounts and reporting,
2. Setting up “trainee” access based on number of
3. Provide trainee viewing access to Compass
4. Provide trainee quiz access to Compass modules.
of License. Upon the terms and conditions specified herein, the ACMA grants
to Client, and Client hereby accepts, a nonexclusive, nontransferable right and
license, without the right to sublicense, to utilize the Compass Services.
(b) Limitations on Use. The license granted to Client herein is solely
for Client’s own internal purposes in the practice of case management in the
hospital or healthcare setting. Client may not engage in any activity related
to the commercial sale, redistribution, broadcast, or transfer of information
related to the Compass Services whatsoever. Client may not rent, lease,
time-share, or act as a service bureau in connection with the Compass Services
or information provided in connection therewith.
(c) Ownership. All title and ownership rights with
respect to the Compass Services and all information provided hereunder shall
remain at all times with the ACMA. No right, title, or other interest is
transferred to Client except as expressly set forth herein; in no event shall
Client be deemed, by virtue of the terms of this Agreement or by any disclosure
to or discussion with the ACMA, to have acquired any ownership right or
interest in or to any information provided hereunder.
Renewal and Termination.
Effective Date. The effective date for the services provided under this Agreement
shall be the Effective Date shown above.
The term of this Agreement will commence on the Effective Date shown above and
end on the Expiration Date shown above.
After the Initial Term, this Agreement will renew for
successive terms of one (1) year each, unless either party gives the other
party at least sixty (60) days’ advance written notice of termination,
effective upon the expiration of the then-current term.
(d) Termination. After the Initial Term,
this Agreement may be terminated without affecting other services provided to
Client by ACMA.
License is granted for the number of trainees shown above.
for Initial Term. Fees for the initial term shall be as follows:
Fee Due Annually
* May be prorated based on the Effective
Date of this Agreement.
**May be modified based on addition of
(c) Fee Schedule. The fee for the
first year of this Agreement shall be due and payable immediately upon
execution of this Agreement. Fees for the subsequent years of this Agreement
shall be due and payable on or before January 31st of each year.
(d) Changes to Number or Trainees.
Client may increase number of Trainees annually, and ACMA will adjust fees according
to the then-current per-trainee fee. Client is not required to use all Trainee
(e) Annual Fee Increases. During
the Initial and Renewal Terms, and for each year of Services provided by ACMA
hereunder, per trainee fees due to ACMA from Client shall increase by not more
than five percent (5%) over the previous year.
Performance. ACMA shall not be liable under any circumstance for trainee
performance in modules or quizzes of the system, nor the sharing of this
information by their account administrators or other users, nor any effect that
information from the Compass Services may have on their employment.
Education. ACMA shall not be liable for acceptance of continuing education
by any board, organization, or accrediting body. Trainees are responsible for
verifying that the applicable approving organizations are accepted by their
state’s practicing board, or other accrediting body applicable to their
professional licensure or certification. Trainees are also responsible for
submitting their earned continuing education credits/certificates to the
appropriate accrediting and/or certifying organization(s) to maintain their
individual certification(s), recertification(s), licensure(s), etc.
IN WITNESS WHEREOF, the
parties have caused this Agreement to be executed by their duly authorized
agents as of the Effective Date.
Please read the
following information: By signing this document, you are agreeing that you have
reviewed this Agreement in full and consent to transact business using
electronic communications, to receive notices and disclosures electronically,
and to utilize electronic signatures in lieu of using paper documents. You are
not required to receive notices and disclosures or sign documents
electronically. If you prefer not to do so, you may request to receive paper
copies and opt out at any time.
CASE MANAGEMENT ASSOCIATION
W. 36th Street
Rock, AR 72211
Electronically Signed By:
L. Greg Cunningham
[name as typed]