Retainer Agreement for Embryo Transfer

Retainer Agreement for Embryo Transfer

This Retainer Agreement for Embryo Transfer (the Agreement) is entered into as of Effective Date: by and between Client Name: (Client) and Provider Name: (Provider).

Recitals

WHEREAS, Client desires Provider to render professional services related to the transfer of cryopreserved embryo(s) owned or controlled by Client; and

WHEREAS, Client has provided or will provide instructions regarding disposition, identification, and custody of embryo(s), and Provider requires a retainer to secure scheduling, coordination with storage facilities, and preparatory clinical services; and

WHEREAS, Provider is duly qualified to perform embryo transfer procedures and related services in accordance with applicable standards of care.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows.

1. Engagement and Scope of Services

1.1 Engagement. Client retains Provider to perform embryo transfer services (Services) consisting of coordination with embryo storage facility, receipt and verification of embryo identification, pre-transfer evaluation, medication management, surgical or office transfer procedure, and post-transfer follow-up consistent with applicable clinical standards.

1.2 Specific Embryo Identification. Client represents that embryo identifier(s), if applicable, are:

2. Retainer, Fees and Payment

2.1 Retainer. Client shall pay a non-refundable retainer in the amount of to secure scheduling and administrative coordination. The retainer shall be applied against the Fees described below except as otherwise expressly provided in this Agreement.

2.2 Fees. Fees for Services (excluding storage, laboratory, anesthesiology, and separate facility or third-party charges) are estimated at . Client remains responsible for actual charges incurred. Provider will invoice Client for any additional services and third-party fees.

2.3 Payment Terms. Unless otherwise agreed in writing, Client shall pay all invoiced amounts within 30 days of invoice receipt. Unpaid balances shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Provider may suspend scheduling of Services for nonpayment.

3. Cancellation; Refunds; Rescheduling

3.1 Cancellation by Client. Client may cancel or reschedule the procedure by providing written notice. If cancellation occurs less than 14 calendar days before the scheduled transfer, Client shall forfeit the retainer in whole to compensate Provider for preparation and lost scheduling opportunities, unless Provider, in its sole discretion, agrees to a refund.

3.2 Cancellation by Provider. If Provider is unable to proceed for clinical or staffing reasons, Provider will promptly notify Client and either reschedule the procedure or refund fees paid for Services not yet rendered, less reasonable administrative costs.

4. Client Representations and Responsibilities

4.1 Medical Information. Client represents that all medical history and information provided to Provider is complete and accurate to the best of Client’s knowledge. Client shall promptly inform Provider of any changes to medical condition, medications, allergies, or pregnancy status for any partner or gestational carrier.

4.2 Consent and Cooperation. Client agrees to provide all required consents, execute required release forms, attend scheduled appointments, follow pre- and post-procedure instructions, and cooperate with testing and monitoring as reasonably requested by Provider.

5. Provider Obligations; Standard of Care

Provider shall perform Services in a manner consistent with generally accepted medical standards and shall maintain appropriate medical records. Provider makes no guarantee or warranty of pregnancy or live birth; Client acknowledges that success rates vary and are not guaranteed.

6. Embryo Custody, Transfer and Disposition

6.1 Custody. Embryo custody and ownership are governed by Client’s written instructions and any separate storage agreement with the storage facility. Provider will rely upon the most recent written disposition instructions provided by Client or the storage facility and shall not assume ownership of embryos.

6.2 Transfer Logistics. Client shall arrange, or authorize Provider to arrange, transport and release of embryos from the storage facility. Storage Provider Name: Storage Account/Reference:

7. Informed Consent and Assumption of Risk

Client acknowledges that Provider has explained the nature, risks, benefits, and alternatives to embryo transfer, including potential medical, psychological, and genetic risks. By signing this Agreement, Client affirms that Client has had an opportunity to ask questions and consents to proceed.

8. Confidentiality and Privacy

Provider will maintain Confidential Information relating to Client and the Services in accordance with applicable privacy laws and professional obligations. Provider may disclose information as required by law or to third-party service providers necessary to perform the Services, provided reasonable measures are taken to protect confidentiality.

9. Indemnification and Limitation of Liability

9.1 Indemnification. Client shall indemnify and hold harmless Provider and its officers, employees, and agents from and against all claims, liabilities, damages, and expenses (including reasonable attorneys’ fees) arising out of Client’s breach of this Agreement, misrepresentation, or negligence in connection with the Services, except to the extent caused by Provider’s gross negligence or willful misconduct.

9.2 Limitation of Liability. To the maximum extent permitted by law, Provider’s aggregate liability arising from or related to this Agreement or the Services shall not exceed the total fees actually paid by Client to Provider under this Agreement. Provider shall not be liable for incidental, consequential, special, or punitive damages.

10. Insurance and Third-Party Payers

Client understands that Provider may bill insurance or third-party payers on Client’s behalf, but Client remains directly responsible for all fees and any balances not paid by insurance.

11. Notices

Client Notice Address

Provider Notice Address

Notices shall be in writing and delivered personally, by certified mail (return receipt requested), or by overnight courier to the addresses set forth above, or as updated in writing by either party. Notice is effective upon receipt.

12. Amendments; Waiver; Counterparts

This Agreement may be amended only by a writing signed by both parties. Waiver of any breach shall not constitute a waiver of any other breach. This Agreement may be executed in counterparts, each of which shall be deemed an original.

13. Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. Any action arising under this Agreement shall be brought exclusively in the courts located within that State, unless otherwise agreed in writing.

14. Entire Agreement; Severability

This Agreement, together with any authorizations, consents, and exhibits executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. Additional Provisions

15.1 Electronic Communications. The parties consent to use of electronic records and signatures for performance under this Agreement, to the extent permitted by law.

15.2 Special Instructions or Additional Terms:

15.3 Disposition Instructions (if any). Client's written disposition instructions are:

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