Release and Covenant Not to Sue

READ THE FOLLOWING CAREFULLY AND COMPLETELY.  BY AGREEING TO IT, YOU ARE VOLUNTARILY GIVING UP SUBSTANTIAL LEGAL RIGHTS, INCLUDING THE RIGHT TO SUE THE AAFP AND OTHERS.

The AAFP accredits organizations that offer continuing medical education (“CME”) using a multilevel process, including, without limitation, eligibility determinations, credit determinations, and audits of CME activities, (“Process”) to certify CME providers. Throughout the Process, various individuals, including, without limitation, AAFP’s past and present directors, officers, employees, volunteers, content reviewers, and attorneys (collectively “Participants”), help inform the Process. AAFP and the Participants (collectively “Releasees”) then use information gathered through the Process to make an accrediting decision.  Each organization seeking accreditation from the AAFP or which is accredited by the AAFP shall be referred to as a “Provider.”

In consideration of AAFP’s agreement to: (a) process an application seeking  eligibility for your organization and/or any type of credit for an activity and/or session and/or appeals of AAFP’s determinations; and/or (b) perform any other services or activities in connection with a Provider, each Provider agrees on behalf of itself and its shareholders, members, owners, directors, officers, employees, volunteers, joint venturers, divisions, parent corporations, all related corporate or non-corporate entities, successors, assigns, and anyone else who may claim on Provider’s behalf or through Provider (collectively the “Releasor”) as follows:

1. Release. Releasor hereby knowingly and voluntarily releases and forever discharges Releasees from any and all causes of action, damages, costs, attorney’s fees, claims, liabilities, and any other demands arising from or related to the process, whether in law or equity, including without limitation claims for breach of contract, detrimental reliance, promissory estoppel, due process, discrimination ON any basis, retaliation, negligence, infliction of emotional distress, interference with contract OR prospective economic advantage, invasion of privacy, personal injury, and/or any other cause of action in tort, contract, or any other theory (collectively, the “Claims”) which Releasor has, now or in the future.  Releasor expressly waives 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 Releasor is unaware.
   
   
2. Covenant Not to Sue and Indemnification: The Releasor knowingly, intentionally, and voluntarily covenants and agrees it will not now or in the future bring any action in law or equity in any court, forum, or arbitration proceeding (whether by original process, counterclaim, cross-claim, third-party process, impleader, claim for indemnity or contribution, or otherwise) against any Releasees with respect to any Claims.  Releasor further agrees to defend, indemnify, and hold harmless the Releasees from and against any and all losses, costs, claims, demands, causes of action, damage, and/or liability (including, but not limited to, court costs and attorneys’ fees) as to any claim and/or litigation brought by the Releasor with respect to the Claims. 
   
   
3. Governing Law; Choice of Forum.  All disputes and litigation between Releasor and Releasees arising out of or related to this Release and Covenant Not to Sue shall be governed by the laws of the State of Kansas, without regard to its conflicts of laws principles. Any such disputes and litigation shall be litigated exclusively before a state or federal court located in Johnson County, Kansas, and Releasor shall not bring any litigation related to a Releasee in any other forum. Releasor waives any argument that the forum designated by this paragraph is not convenient.
   
   
4. Entire Agreement. This Release and Covenant Not to Sue constitutes the sole and entire agreement of the Releasor and Releasees with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. If any term or provision of this Release and Covenant Not to Sue is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Release and Covenant Not to Sue or invalidate or render unenforceable such term or provision in any other jurisdiction.
   
   
5. Releasor’s Representations and Warranties as to Release and Covenant Not to Sue.  Releasor hereby represents and warrants to Releasees that:
   1. Releasor has the full right, power, and authority to enter this Release and Covenant Not to Sue, to grant the release contained herein, and to perform its obligations hereunder.
   2. Agreement to this Release and Covenant Not to Sue by the individual doing so on Releasor’s behalf as required within the attestation page in the AAFP Credit System’s online application for CME credit is duly authorized by all necessary action on the part of the Releasor, and such individual’s agreement constitutes the legal, valid, and binding obligation of Releasor and enforceable against Releasor.
   3. Releasor knows of no Claims that are not covered by its release and has not assigned or transferred any rights or interest in any Claims to any third party.