Release of ACCME and its Volunteers, Choice of Forum, and Unethical Behavior
The Accreditation Council for Continuing Medical Education (“ACCME”) accredits organizations that offer continuing medical education. ACCME offers accreditation through a multilevel process (“Process”) to certify continuing medical education providers. Throughout the Process, various individuals, including, without limitation, ACCME’s past and present directors, officers, employees, agents, volunteers, surveyors, content reviewers, attorneys, assigns, successors and insurers (collectively “Participants”), help inform ACCME’s decision-making process. ACCME and the Participants (collectively “Released Parties”) then use information gathered through the Process to make an accrediting decision.
Each organization which seeks accreditation from the ACCME or which is accredited by ACCME shall be referred to as a “Provider.”
In consideration of the willingness of ACCME to: (a) process the application of a Provider which seeks accreditation; or (b) engage in the process of re-accreditation or provide any other services to a Provider who is accredited by ACCME, each Provider, agrees on behalf of itself and its shareholders, members, owners, directors, officers, employees, agents, volunteers, successors, assigns and anyone else who may claim on Provider’s behalf or through Provider (collectively the “Releasing Parties”) as follows:
- Release and Waiver Releasing Parties knowingly and voluntarily: waive and generally release the Released Parties from any and all claims or causes of action arising out of the Process which the Releasing Parties may have at any time, now or in the future against any Released Party. This waiver and release includes, but is not limited to:
- any and all claims, actions, causes of action or liabilities asserting that any of the Released Parties has violated the policies and procedures of the ACCME, any covenant of good faith and fair dealing, or any express or implied contract of any kind;
- any and all claims, actions, causes of action or liabilities asserting that any of the Released Parties has violated public policy or statutory or common law, including claims for personal injury, invasion of privacy, defamation, intentional or negligent infliction of emotional distress and/or mental anguish, intentional interference with contract, negligence, detrimental reliance, failure to provide due process and/or promissory estoppel;
- any and all claims, actions, causes of action or liabilities asserting that any of the Released Parties are in any way obligated for any reason to pay Releasing Parties damages, expenses, litigation costs (including attorneys’ fees), compensatory damages, punitive damages, and/or interest; and
- all claims of discrimination or retaliation based on such things as age, national origin, ancestry, race, religion, sex , sexual orientation, physical or mental disability or medical condition, and any purported membership or exercise of legally protected rights.
The Releasing Parties’ waiver and release includes all claims, rights and causes of action that Releasing Parties have or may have under all contract, common law, federal, state and local statutes, ordinances, rules, regulations and orders. All of the items described in this paragraph and the preceding paragraph shall be referred to as the “Released Claims.”
- Covenant not to Sue and Indemnification In addition, the Releasing Parties, knowingly, intentionally and voluntarily: promise not to sue the Released Parties with respect to any Released Claims; and agrees to defend, indemnify and hold harmless the Released Parties from and against any and all losses, costs, claims, demands, causes of action, injury, damage, and liability whatsoever (including, but not limited to, court costs and attorneys’ fees), whether presently known or unknown, with respect to any claim and/or litigation made or brought by the Releasing Parties with respect to the Released Claims. If any claim and/or litigation is made or brought by a Releasing Party against a Released Party with respect to a Released Claim, the Releasing Parties’ obligation to provide a defense for such a claim and/or litigation shall be fulfilled by the Releasing Parties paying the attorney’s fees of the Released Parties incurred in connection with such claim and/or litigation. The Releasing Parties expressly waive the benefits of any statutory provision or common law rule that provides that a release and waiver of liability does not extend to causes of action of which the Releasing Parties are unaware.
- Governing Law; Choice of Forum All disputes and litigation between a Releasing Party and a Released Party shall be governed by the laws of the State of Illinois, without regard to its conflicts of laws principles. Any disputes and matters arising between a Releasing Party and a Released Party shall be litigated exclusively before a court located in Cook County, Illinois (or the Federal District for the Northern District of Illinois), and no Releasing Party shall bring any litigation related to a Released Party in any other forum. Each Releasing Party waives any argument that the forum designated by this paragraph is not convenient.
- Unethical Behavior No Provider shall engage in: disparagement of any of ACCME, ACCME’s past and present directors, officers, employees, agents, volunteers, surveyors, content reviewers, attorneys, assigns, successors and insurers; unethical behavior, including, without limitation, dishonest communications or conduct; or deceptive or misleading advertising. Failure to comply with the standard set forth in this paragraph shall be grounds for corrective action, including, without limitation, reduction or loss of a Provider’s accreditation.