Sample Business Contracts

Service Agreement - Bergen Community Regional Blood Center and Cord Partners Inc.

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         This Service Agreement ("Agreement") is made as of the 15th day of
February 2004, by and between BERGEN COMMUNITY REGIONAL BLOOD CENTER ("CBS"), a
New Jersey not-for-profit corporation with its principal place of business at
970 Linwood Ave. West, Paramus, New Jersey 07652, and Cord Partners, Inc. (CPI)
(formerly Rainmakers International) a Florida corporation, with its principal
place of business at 10940 Wilshire Boulevard, 6th Floor, Los Angeles, CA 90024.

         WHEREAS, CPI is in the business of soliciting customers in the market
for Umbilical Cord Blood ("Cord Blood"), processing and storage services;

         WHEREAS, CPI seeks to contract with an entity to process and store
Umbilical Cord Blood units and provide other services relative to ensuring the
processing of such Cord Blood; and

         WHEREAS, CBS operates The Elie Katz Umbilical Cord Blood Program
operates and is able to provide the services to CPI as listed in Paragraph 2.

         NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties hereto do agree as follows:

Section 2. Obligations of CBS

         2.1      Services Provided. CBS shall provide CPI with the following

                  2.1.1    CBS shall test all Cord Blood received from CPI to
                           determine whether it is appropriate for storage. CBS
                           shall process and sto-re the Cord Blood under
                           prevailing professional industry standards in
                           accordance with all applicable federal, state and
                           local statutes, rules, association requirements, and
                           regulations governing the processing and storage of
                           Cord Blood (collectively "Applicable Law"). If CBS
                           determines that any cord blood received from CPI is
                           not appropriate for storage, it will promptly return
                           it to CPI at CPI's expense.

                  2.1.2    CBS shall store the processed Cord Blood in
                           computerized, temperature monitored liquid nitrogen
                           vapor tanks or other suitable storage units until the
                           Cord Blood is disposed of as provided in Section 6 of
                           this Agreement.

                  2.1.3    CBS shall assist CPI in formulating a Cord Blood
                           extraction kit ("Kits"), which will comply with CBS's
                           current standard operating procedures. This will
                           include, but not be limited to, blood bags and other
                           necessary paperwork and materials required to collect
                           the Cord Blood.

                  2.1.4    CBS shall provide CPI with instructions regarding the
                           extraction and transportation of the Cord Blood.


                  2.1.5    The services to be provided by CBS pursuant to the
                           terms of this Agreement shall be furnished in
                           accordance with the prevailing standards applicable
                           to storing Cord Blood, as well as Applicable Law.

Section 3. Obligations of CPI.

         3.1      Duties of CPI. The duties and obligations of CPI, shall

                  3.1.1    CPI shall be responsible for collecting the cord
                           blood in accordance with prevailing professional
                           industry standards and applicable law.

                  3.1.2    CPI shall ensure that all Cord Blood transported to
                           CBS is accompanied by documentation identifying the
                           owner of the Cord Blood, the quantity of blood
                           collected, evidence of the Cord Blood, consent to
                           process and store the Cord Blood, and any other
                           information reasonably requested by CBS to facilitate
                           the processing and storing of the Cord Blood.

                  3.1.3    CPI shall maintain current information regarding Cord
                           Blood owners. All Information maintained by CPI shall
                           be updated annually including, but not to be limited
                           to, the current address and telephone number of Cord
                           Blood owners. The information of Cord Blood owners as
                           described hereinabove is hereby deemed the
                           confidential property of CPI and is not to be
                           disclosed or sold to a third party, all as more fully
                           set forth in Section 10 hereof.

                  3.1.4    CPI acknowledges that (a) CPI bears the sole
                           responsibility for collecting and transporting the
                           Cord Blood to CBS; (b) CPI bears the sole
                           responsibility of ensuring that all payments due
                           under this Agreement, including the Annual Storage
                           Fees, as defined in Section 4, are paid; (c) CPI
                           bears the sole responsibility of furnishing CBS with
                           the information required to dispose of the Cord
                           Blood, as set forth in Section 6 of this Agreement;
                           and (d) all clients of CPI have the right to transfer
                           the Cord Blood to another party for storage upon
                           written notice to CBS by CPI or by the client to CBS
                           in the event that CPI is unavailable or such client
                           has terminated CPI 's service.

                  3.1.5    CPI shall adhere to the professional standards
                           associated with the marketing, sales, education and
                           transportation of the Cord Blood.

4.       Compensation. CPI shall compensate CBS for the services performed
         herein at the rate indicated in Schedule 1. The fee shall cover all
         services, materials and activities necessary to place a client's sample
         into liquid nitrogen storage according to Section 2.1.2 above. The
         Processing Fee shall include but not be limited to, administration
         fees, laboratory fees, enrollment fees, processing fees, cost of
         maternal and Cord Blood testing. In addition to the processing fee, CPI
         will pay to CBS storage fees as indicated in Schedule 1.

         A one time fee covering 20 years of storage amounting to $750, can be
         paid by CPI with the delivery of the cord blood unit to CBS.


         In the event that CPI does not make payment of the fees as herein
         provided, CBS retains all rights to the processed Cord Blood that is
         not paid for. CPI may cure this default as provided in section 5.2.1 of
         this Agreement.

5.       Term and Termination.

         5.1      Term. This Agreement commenced on June 30, 2002, and will
                  continue for a period of ten (10) years subject to earlier
                  termination as hereinafter provided. If no notice is given to
                  terminate this Agreement within the last 120 days of its
                  term(s) the Agreement, and any renewals thereafter, shall be
                  renewed on the anniversary date of this Agreement and shall
                  renew on an annual basis.

         5.2      Termination For Cause.

                  5.2.1    Upon a party breaching a material term or obligation
                           of this Agreement, the non-breaching party may
                           terminate this Agreement; provided that such breach
                           remains uncured for more than thirty (30) days after
                           the breaching party has received written notice of
                           the breach from the non-breaching party.

                  5.2.2    At the election of the other party, this Agreement
                           shall terminate thirty (30) days after the date upon
                           which a party makes a general assignment for the
                           benefit of creditors, files a voluntary petition or
                           commences a proceeding for any relief under any
                           bankruptcy or insolvency laws or any laws relating to
                           the relief of debtors, readjustment or indebtedness,
                           reorganization, composition or extension.

                  5.2.3    At the election of the other party, if an involuntary
                           petition or any proceeding is commenced against a
                           party hereto for any relief under any bankruptcy or
                           insolvency laws, or any laws relating to the
                           readjustment of indebtedness, reorganization,
                           composition or extension, or the appointment of a
                           receiver of any part of the property of such Party or
                           levy on or attachment of any of the property of such
                           Party, and such petition or proceeding is not
                           dismissed within ninety (90) days after the date on
                           which it is filed or commenced ("Dismissal Period"),
                           this Agreement may be terminated within thirty (30)
                           days after the end of the Dismissal Period.

         5.3      Termination Other Than For Cause The agreement may be
                  terminated by either party, at any time, by either party
                  giving 90 days written notice to the other party.

6.       Disposition of the Cord Blood.

         6.1      Release for Transplant or Directed Use by an Individual Client
                  During the Term of the Agreement. During the term of this
                  Agreement, CBS shall release the Cord Blood stored at its
                  facility upon receipt of a written request by CPI, which shall
                  include documentation evidencing the Cord Blood owner's
                  consent to release or dispose of the Cord Blood from storage.
                  Such a request shall include without limitation the necessary
                  information regarding the preparation, destination, and
                  required timing of the shipment. CBS shall no longer be
                  responsible for the Cord Blood once it is released to a


                  courier or delivery service. CPI shall bear the cost of $50
                  per sample associated with the preparation (including but not
                  limited to labor, supplies and other usual and customary
                  procedures and equipment, associated with the release of such
                  samples of the cord blood). CPI shall pay any delivery costs
                  from CBS to the destination.

         6.2      Bulk Release of Multiple Specimens or Bulk Release of
                  Specimens upon Termination of the Agreement. Within 60 days of
                  the termination of this Agreement, as set forth in the
                  provisions of Section 5, CPI shall provide CBS with adequate
                  instructions regarding the disposition of multiple units of
                  the Cord Blood stored by CBS pursuant to the terms of this
                  Agreement. CPI shall provide CBS with written instructions
                  regarding the preparation, destination, and required timing of
                  the shipment of all Cord Blood stored by CBS pursuant to this
                  Agreement. CBS shall no longer be responsible for the Cord
                  Blood once it is released to a courier or delivery service.
                  CBS shall provide all preparation, services, equipment and
                  materials customary for the transport of bulk cord blood
                  specimens. CPI, shall bear the costs associated with the Bulk
                  Release of Cord Blood which in any event shall not exceed
                  $1000 for every 200 units released. CPI shall bear the costs
                  of any transportation of bulk units from CBS to their final

         6.3      Failure to Give Instructions. If CPI fails to give CBS the
                  instructions required in Section 6.2, CBS shall have the right
                  to dispose of the stored Cord Blood in any manner, in the sole
                  discretion of CBS, without liability to CPI or CBS's clients.
                  Alternatively, CBS may contact individual owners of the cord
                  blood directly and make any arrangements it deems appropriate
                  to continue to store such cord blood. The failure of CBI to
                  give such instructions shall be a material breach of this

7.       Responsibility.

         CPI will implement precautions and procedures to ensure that every
         client's Cord Blood is collected, handled and shipped in a proper and
         expedient manner in accordance with applicable law . Upon receipt, CBS
         will process and store such Cord Blood at CBS's laboratory.

         CBS will do everything reasonable and with proper laboratory practices
         to ensure the safety and long-term cryo preservation of every client's
         umbilical cord blood. When the umbilical cord blood has been processed
         and stored at CBS's laboratory, CBS will be solely responsible to CPI's
         clients with respect to the storage of all Cord Blood pursuant to the
         terms hereof. After processing and storage of such Cord Blood, CPI will
         be responsible for billing its clients only.

8.       Assignability.

         Each party shall have the right to assign this Agreement with the
         consent of the other party, such consent not to be unreasonably

9.       Confidentiality and Non-Solicitation.

         9.1      Both Parties acknowledge that all information of or about the
                  other, including all information relating to any technology,
                  products, process or intellectual property of each party
                  (including but not limited to, owned or licensed intellectual


                  property, rights, data, know-how, samples, technical and
                  non-technical materials and specifications) as well as any
                  business plan, financial information or other confidential
                  information of each party will not be disclosed by any party
                  without the prior written consent of the other. The proceeding
                  does not apply to such information, which is in the public

         9.2      CBS acknowledges that all information pertaining to CPI's
                  clients and client base is confidential and proprietary in
                  nature. CBS shall maintain the confidentiality of all such
                  information as required by Applicable Law, and shall not
                  disclose such information without the prior written consent of
                  RMI except as may be required by law or legal process. Except
                  as provided in Section 6.3 above, CBS shall not contact or
                  solicit any clients of CPI throughout the term of this
                  Agreement without the prior written consent of CPI.

         9.3      Both parties agree not to disclose or publicize the existence
                  of or any portion of this agreement unless given permission in
                  writing by the other party.

10.      Trademarks.

         10.1     Both parties are the owners of a certain trademarks that may
                  appear upon or in connection with the Kits and certain labels,
                  packages, containers and other materials.

         10.2     Other than as provided above in Paragraph 10.1, nothing in
                  this Agreement shall be deemed to transfer to or confer upon
                  the other party any right to use the name of the other party
                  or any of its subsidiaries or any trademark or trade name
                  owned by the other party or by any of its subsidiaries unless
                  consent is given to do so.

11.      Insurance.

         11.1     CBS and CPI shall respectively at its sole cost and expense,
                  procure and maintain commercial general liability insurance in
                  their respective favor, in amounts of not less than $1,000,000
                  per incident and $3,000,000 annual aggregate and name the
                  counter party hereto herewith as additional insured. Such
                  commercial general liability insurance coverage required under
                  this Section 11 shall not be construed to create a limit of
                  liability of the parties under this Agreement. Upon signing of
                  this Agreement, each party shall provide to the other
                  certificates of insurance showing compliance with the
                  foregoing requirements.

         11.2     The insurance required herein shall provide that the counter
                  party designated as the additional insured thereunder pursuant
                  to Section 11.1 above shall receive as least fifteen (15) days
                  written notice prior to the cancellation, non-renewal or
                  material change in the insurance policies to be maintained
                  hereunder in the event suitable replacement insurance is not
                  provided within such fifteen (15) days, the party receiving
                  such notice shall have the right to terminate this Agreement
                  effective at the end of such fifteen (15) day period

         11.3     All insurance maintained by the parties pursuant to the terms
                  hereof shall be maintained with carriers having a commercially
                  reasonable insurance rating. All insurance required

                  hereunder shall be maintained throughout the term of this
                  Agreement, or any extension hereof, plus an additional period
                  of no less than ten (10) years.

         11.4     This Section 11 shall survive expiration or termination of
                  this Agreement for any reason.


         Not withstanding anything in this Agreement to the contrary, neither
         party shall be liable to the other for any loss or damage of any kind
         arising out of delay or failure in performance of any obligation
         thereunder beyond that party's reasonable control, including but not
         limited to any delay or failure caused by failure, unavailable or
         shortage of power, materials or supplies, flood, fire, other abnormally
         inclement weather, other act of God, act of war or terror, riot, act or
         omission of government or governmental agency (including FDA withdrawal
         and recall recommendations), strike, work stoppage, other labor unrest,
         other act or omission in the process of manufacture, production or
         supply under the control of third parties, or any other emergency
         ("Force Majeure"). If either party delays or fails to perform in whole
         or part its obligations hereunder for reasons arising from Force
         Majeure, and such delay or failure to perform extends for a period of
         sixty (60) days or more, then the non-delaying party to the other,
         effective immediately upon receipt of by the delaying party of written
         notice of termination from the non-delaying party, provided that any
         fees and charges then due and owing shall remain due and payable in
         accordance with the terms hereof.


                  14.1.1   CPI agrees to indemnify, defend and hold CBS, its
                           trustees, officers, employees, and agents harmless
                           from and against any and all liability, expense
                           (including court costs and reasonable attorney's
                           fees) arising from claims for bodily injury, death or
                           property damage which CBS may incur, suffer, become
                           liable for, or which may be asserted or claimed
                           against CBS as a result of the acts, errors or
                           omissions of CPI, its directors, officers, employees,
                           contractors, subcontractors, agents, donors,
                           customers or clients as a result of or while
                           performing its obligations hereunder or arising
                           otherwise from the use, or handling of the cord

                           However, CPI shall not be responsible to CBS for any
                           liability to the extent it is caused by any willful
                           misconduct or gross negligence of CBS, its Trustees,
                           officers, employees or agents.

                  14.1.2   CBS agrees to indemnify, defend and hold CPI, its
                           trustees, officers, employees, and agents harmless
                           from and against any and all liability, expense
                           (including court costs and reasonable attorney's fee)
                           arising from claims for bodily injury, death or
                           property damage which CPI may incur, suffer, become
                           liable for, or which may be asserted or claimed
                           against CPI as a result of the acts, errors or
                           omissions of CBS, its directors, officers, employees,
                           contractors, subcontractors, agents, donors,
                           customers or clients as a result of or while
                           performing its obligations hereunder. However, CBS
                           shall not be responsible to CPI for any liability to
                           the extent it is caused by willful misconduct or
                           gross negligence CPI its trustees, officers,
                           employees or agents.

         14.2     The provisions of this Section 14 shall survive the
                  termination of this Agreement.


15.      NOTICES

         Notices provided under this Agreement shall be in writing and shall be
         sent by U.S. mail to CPI, 10940 Wilshire Boulevard, 6th Floor, Los
         Angeles, CA 90024, Attention: Matthew Schissler, CEO, and to Bergen
         Community Regional Blood Center, 970 Linwood Avenue West, P.O. Box 39,
         Paramus, New Jersey 07653-0039, Attention: Stanley Siegel. Each party
         by notice to the other party may change its address for the delivery of
         notice hereunder.

16.      Miscellaneous.

         This Agreement represents the entire Agreement between the parties
         concerning the subject matter hereof and there are not understandings,
         agreements, or representations other than as herein set forth. This
         Agreement shall be binding upon the parties and their respective heirs,
         spouses, executors, administrators, agents, representatives, successors
         and assigns, shareholders, directors, officers and employees. Headings
         shall not be used in the construction of this Agreement. The Agreement
         shall be construed in Accordance with the laws of the state of New
         Jersey (without application of its principles of conflicts of laws). If
         any provision of this Agreement is deemed unenforceable, the remaining
         provisions hereof shall nevertheless be fully enforceable in accordance
         with their terms.

         For the purposes of this Agreement and all services to be provided
         hereunder, each party shall be, and shall be deemed to be, an
         independent contractor and not an agent, partner, joint venture or
         employee of the other party. Neither party shall have authority to make
         any statements, representations or commitments of any kind, or to take
         any action which shall be binding on the other party, except as may be
         explicitly provided for herein or authorized in writing.

         Failure of either party to enforce a right under this Agreement shall
         not act as a waiver of that right or the ability to later assert that
         right relative to the particular situation involved or to terminate
         this Agreement arising out of any subsequent default or breach. Any
         waiver or modification of any provision hereof must be in writing and
         duly executed by authorized representatives of both parties. IN WITNESS
         WHEREOF, the undersigned have executed this Agreement as of the date
         above under seal.


Dennis M. Todd                                      Matthew Schissler
------------------------------------                ----------------------------
By: Dennis M. Todd, Ph.D.                           By: Matthew Schissler
    President and Chief Executive Officer               Chief Executive Officer