BUSINESS CONTRACT

BUSINESS CONTRACT

BETWEEN

EXCEL LABS (“PARTY A”)

AND

_____________________________________(“PARTY B”)

__________________________________________________________________________________

THIS AGREEMENT is made on the …………..day of……….20……., entered into by the Party A and the Party B (Party A and Party B collectively referred to as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns.

WHEREAS:

1. Party A is a medical laboratory “Lab” that provides testing and is currently doing Covid Tests. 
2. Party B is an entity that independently conducts Covid tests. (the “tests”)
3. The Parties now wish to enter into this agreement for their mutual business benefit wherein Party B will independently conduct the tests and provide the samples/ specimen to Party A to run the tests and provide results to the patients.

THEREFORE, in consideration of mutual promises, representations, covenants, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties agree to the following terms and conditions and to be bound thereby:

1. COMMENCEMENT AND DURATION

This agreement shall be valid from _________________________until _________________________.

2. OBLIGATIONS OF THE PARTIES

• Party B is responsible for accurately conducting the tests as per  Centers for Disease Control and Prevention (CDC) guidelines.
• Party B is responsible for getting the patients’ information that will be reported to the State Department of Health or IDPH (Illinois Department of Public Health). They will be providing information for every patient with their Name (last/ first), DOB, Gender, Race, Ethnicity, Insurance, Insurance ID or State ID, Address, Phone Number, and email. One form of ID is mandatory either Insurance card or State ID.
• Within forty-eight (48) hours of receiving the samples at the Lab, from Party B, Party A shall conduct the tests and provide results to Party B and the patients. The tests shall be conducted at the following location; _________________________________________________________.
• Party A will provide and cover all the cost of the tests including the Lab work and administrative duties and will be responsible for reporting the test result to the Department of Health and the Government agencies as defined by the Law.
• Party A will bill the patient or insurance company and reimburse costs to Party B for the test conducted to cover the expense and fee.

3. LIABILITY OF THE PARTIES

• Party B will be solely responsible for the legitimacy of each test and accurately collecting the information and data of each Patient that needs to be reported to the State Department of Health. Party A shall not be responsible if the tests turn out to be invalid or unauthorized. Party B shall be responsible for bringing tests that are genuine and any and all liability for the said tests shall be held by them.
• Party A shall bill Party B $ 75 for each wrong, failed, illegitimate, or unauthorized test to cover the cost incurred for running the tests. 

4. NON-ASSIGNMENT

A Party shall not transfer or assign this agreement without the other Party’s consent.  This consent shall not be unreasonably withheld.

5. EXCLUSIVITY (select one)

☐ Exclusivity.  A Party shall be obligated to offer any business opportunities or to conduct business exclusively with the other Party by virtue of this agreement.

☐ No Exclusivity.  Neither Party shall be obligated to offer any business opportunities or to conduct business exclusively with the other Party by virtue of this agreement.

6. RETURN OF THE PROPERTY

Upon the expiration or termination of this agreement or request by a Party, the other Party shall return any property legally belonging to the Party.

7. DISPUTE RESOLUTION

If a dispute arises under this agreement, the Parties hereby agree to settle the dispute through one of the following: (select one)

☐Negotiation                           ☐Mediation                                 ☐Arbitration                       ☐Litigation

8. TERMINATION

• Either Party may terminate this agreement at any time upon breach of the contract by the other Party or if the other Party agrees to the termination in writing.
• Otherwise than for breach or through consent, either Party may terminate this agreement upon giving the other Party no less than ________days’ notice in writing. If a Party wishes to terminate the contract with less than these stated days, the other Party reserves the right to charge costs that they have already paid in advance or incurred.
• The termination of this agreement shall not discharge the liabilities accumulated by either Party.
• Any Clauses intended by the Parties or this agreement to survive the termination of this agreement shall survive the termination of this agreement by whatever cause.

9. FORCE MAJEURE

• For this agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the control of a party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.
• A Party’s failure to fulfill its obligations due to Force Majeure, shall not be considered a breach of this agreement, provided that the Party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this agreement.

10. CONFIDENTIALITY

Any information pertaining to either Party’s business to which the other Party is exposed as a result of the relationship contemplated by this agreement shall be considered to be “Confidential Information.”  Neither Party may disclose any Confidential Information to any person or entity, except as required by law, without the express written consent of the affected Party.

11. CHANGES TO THE AGREEMENT

Either Party may request changes to the agreement, but they will only be effective if agreed in writing, signed by all Parties, and recorded. If any ambiguity is found in the agreement or various documents forming this agreement, the Parties shall issue any necessary clarification or instruction.

12. NO WAIVER

Failure by either Party to enforce any of the terms or conditions of this agreement shall not be a waiver of their right to enforce the terms and conditions of this agreement.

13. SEVERABILITY

The provisions of this agreement are severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.

14. COUNTERPARTS

This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one instrument.

15. ENTIRE AGREEMENT

This agreement constitutes the entire agreement between the parties. It supersedes all prior oral or written agreements or understandings between the Parties concerning the subject matter of this agreement. All documents annexed to this agreement shall be subject to the terms under this agreement, provided that the Parties append their signatures on the documents. The Parties will exercise utmost good faith in this agreement.

16. HEADINGS

The article and section headings in this agreement are for convenience; they form in no part of this agreement and shall not affect its interpretation.

17. PRONOUNS

All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular, or plural, as the identity of the person or entity may require. As used in this agreement: words of the masculine gender shall mean and include corresponding neuter words or words of the feminine gender, and words in the singular shall mean and include the plural and vice versa.

18. NOTICES

The Parties shall be served through the following addresses (including email), and either Party may change the below addressees by reasonable notice in writing given to the other Party.

THE PARTY A: 5120 Belmont Road, Suite E Downers Grove IL 60515

___________________________________________

___________________________________________

___________________________________________

THE PARTY B: ___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

19. PARTIES ACKNOWLEDGEMENTS 

The Parties acknowledge that they have been provided with the opportunity to negotiate this agreement and to seek legal counsel before signing this agreement. In addition, the Parties acknowledge that they have the capacity to contract and enter into this agreement and that further, they have entered into this agreement freely and voluntarily.

20. GOVERNING LAW

This agreement shall be governed in all respects by the laws of  ________________________________.

IN WITNESS WHEREOF, each of the Parties has executed this agreement, as of the day and year set forth below.

Signed by the duly authorized representative of the PARTY A Signature: Name: Designation: Date:…………………………………………………..

Signed by the duly authorized representative of the PARTY B Signature: Name: Designation: Date:…………………………………………………..