By clicking on the "I Agree" button, you acknowledge that you have read, understand and agree to be bound by the terms of the following Agreement as the “Participant.” The Agreement is a binding, legal contract and will be binding upon you as soon as you click “I Agree.” If you do not click “I Agree,” you will not be able to apply for participation in, or participate in, the Certified Consultant Program.
AGREEMENT (CERTIFIED CONSULTANT PROGRAM)
THIS AGREEMENT (“Agreement”) is made and entered into by and between the Accreditation Commission for Health Care, Inc., (“ACHC”), a North Carolina non-profit corporation, and you (“Participant”). Participant wishes to receiving training and examination to be considered for listing as a “Certified Consultant” with respect to certain of ACHC’s accreditation programs or to renew such status, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of Participant’s payment of the applicable fees set forth at ACHCU | Certified Consultant Training (the “Certified Consultant Web Page”), ACHC’s provision of the Certified Consultant training and examination, ACHC and Participant’s mutual promises, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ACHC and Participant hereto agree as follows:
1. General. To become a Certified Consultant, Participant must (a) register for one or more training programs and provide the required information through the Certified Consultant Web Page, (b) pay the required fees for the program(s), (c) attend the training, and (d) achieve a score of at least 85 (“Passing Score”) on the applicable examination(s) related to such program(s). Upon achieving a Passing Score (and provided Participant has already set up an ACHCU account), Participant will be listed as a Certified Consultant on the ACHC.org Certified Consultant list and may provide additional information about Participant for such listing. To maintain your certificate status, Certified Consultants must renew their certifications every three (3) years, which may be accomplished by: (x) purchasing a renewal webinar through the Certified Consultant Web Page for the program(s) being renewed and taking and achieving a Passing Score on the most current examination, (y) purchasing and attending a Certified Consultant training program for the program(s) being renewed and taking and achieving a Passing Score on the most current examination, or (z) attending a workshop for the program(s) being renewed and taking and achieving a Passing Score on the most current examination. If Participant does not achieve a Passing Score, either on an initial examination or a renewal examination, then Participant shall either not be granted status as a Certified Consultant hereunder (in the case of an initial examination) or automatically forfeit its status as a Certified Consultant and any and all other rights under this Agreement (in the case of a renewal examination).
2. Services and Standards. From and after being listed by ACHC as a Certified Consultant, and for as long as Participant retains that status pursuant to the terms of this Agreement, Participant shall, as requested and contracted by organizations:
- Provide consulting services to organizations seeking accreditation from ACHC (“Organizations”)
- Only provide consulting services to Organizations in the areas of expertise for which Participant has received a Passing Score on an ACHC Certified Consultant examination
- Assist Organizations in achieving compliance with ACHC requirements
- Review the Organizations’ policies and procedures to ensure they meet ACHC standards
- Help Organizations navigate the ACHC application process
- Assist Organizations in pre-survey training and audits
- Collaborate with ACHC surveyors and staff in order to assist Organizations with the ACHC accreditation process
- Assist Organizations in any plan of correction process and develop strategies to ensure ongoing compliance
- Abide by the policies and procedures regarding the ACHC survey process
- Encourage Organizations to utilize the resources on ACHC’s Customer Central website in order to maintain compliance
- Abide by all rules, regulations, standards, and policies prescribed by ACHC from time to time
Participant represents, warrants and agrees that Participant shall at all times maintain the highest of professional standards in performing any and all services as a Certified Consultant and shall at all times act honestly and fairly in connection with any and all services as a Certified Consultant and in its interactions with Organizations. Participant agrees to provide its services to Organizations in a way that supports ACHC and is in the best interests of ACHC and the Organizations, and Participant shall not engage in any conduct, or make any statements that do or could reasonably be expected to have an adverse effect on the business, reputation or best interests of ACHC or any of the Organizations.
3. Use of ACHC Logo. From and after being listed by ACHC as a Certified Consultant, and for as long as Participant retains that status pursuant to the terms of this Agreement, Participant may hold itself out to Organizations as a Certified Consultant and use ACHC’s name and logo solely for indicating Participant’s status as a Certified Consultant (“ACHC Materials”). Participant’s use of the ACHC Materials is subject to the express terms of this Agreement and ACHC’s brand guidelines (as amended from time to time).
4. Termination. ACHC may terminate Participant’s status as a Certified Consultant at any time (a) pursuant to the terms of or for any of the reasons stated in this Agreement, or in the event of Participant’s breach of or failure to satisfy or comply with any of the terms, provisions or requirements of this Agreement; (b) if ACHC determines, in its sole and absolute discretion, that Participant has acted dishonestly or unfairly or in any other manner that has harmed, or may in any way harm, ACHC or any Organization, including their respective reputations, businesses or best interests; (c) in response to any complaint about Participant from any Organization; and/or (d) if ACHC discontinues its Certified Consultant program. Upon expiration or termination of this Agreement, Participant shall immediately cease all use of the ACHC Materials and any and all references to certification by ACHC and Participant’s status as a Certified Consultant, and Participant shall immediately cease to hold itself out to any and all Organizations and other persons or entities as a Certified Consultant.
5. Confidentiality. Participant will maintain the confidentiality of all non-public and/or proprietary information received or collected from ACHC, which, for purposes of this Section 5 shall include the terms and provisions of this Agreement, ACHC’s Accreditation Process, ACHC’s Accreditation Standards, and all Certified Consultant program training and examination materials.
6. ACHC’s Intellectual Property. Participant acknowledges and agrees that all versions of the Accreditation Process and Accreditation Standards, all Certified Consultant program training and examination materials, ACHC’s logo, trademarks and other materials, and all other ACHC intellectual property, are the sole property of ACHC and subject to its rights under applicable law.
7. Indemnification. Participant agrees to indemnify, defend (with counsel acceptable to ACHC) and hold harmless ACHC and its officers, directors, attorneys, agents, employees, successors, and assigns from and against any and all losses, damages, costs, claims, or expenses (including attorneys’ fees and costs) resulting from or arising in connection with Participant’s breach of this Agreement, Participant’s provision of services to Organizations or any other acts or omissions of Participant.
8. Miscellaneous.
8.1 No Affiliation. Except to the extent Participant is a party to another written agreement with ACHC that expressly provides that Participant is an independent contractor of ACHC (a “Separate Agreement”), Participant acknowledges and agrees that Participant is not an employee, independent contractor, consultant, partner, or joint venturer of or with ACHC. Participant further acknowledges and agrees that (a) Participant has no right to take action or make statements on behalf of, or to bind, ACHC in any manner whatsoever and (b) Participant acts solely on its own accord and is solely responsible for all of its actions and omissions. For the avoidance of doubt, this Agreement does not amend or modify any Separate Agreement, and vice versa.
8.2 No Assignment. Participant may not assign, transfer or delegate any rights or obligations hereunder to any other person, agency or organization without ACHC’s prior written consent (which may be granted or withheld in ACHC’s sole and absolute discretion).
8.3 No Third-Party Beneficiaries. The parties agree that there are no third-party beneficiaries who are intended to have any rights under this Agreement.
8.4 Governing Law and Dispute Resolution. This Agreement shall be governed and interpreted in accordance with the laws of the State of North Carolina. ACHC and Participant agree that any and all actions or proceedings arising out of or in connection with this Agreement shall be tried and litigated exclusively in the state and federal courts located in Wake County, North Carolina. Participant and ACHC hereby agree that the state and federal courts located in Wake County, North Carolina shall have personal jurisdiction and venue over both Participant and ACHC for the purpose of litigating any dispute, controversy, or proceeding arising out of or related to this Agreement. Participant hereby waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue in the state and federal courts located in Wake County, North Carolina with respect to any proceeding brought in accordance with this section.
8.5 Entire Agreement. This Agreement, together with any and all rules, regulations, standards, and policies prescribed by ACHC from time to time with respect to the Certified Consultant program constitutes the entire agreement between ACHC and Participant with respect to the Certified Consultant program, and the terms of this Agreement replace and supersede all prior oral and written understandings and communications between Participant and ACHC.
8.6 Amendments and Waivers. Participant and ACHC agree that this Agreement may only be amended by a written document that is signed by an authorized representative of each party. The failure of ACHC to insist on strict performance or observance of any provision of this Agreement shall not constitute a waiver of such performance in that instance or in any other instance.
8.7 Survival of Obligations after Expiration or Termination. Notwithstanding anything to the contrary contained in this Agreement, the provisions of Sections 4, 5, 6, 7, and 8 will survive and continue in effect after the expiration or termination of this Agreement.
8.8 Limitations. ACHC makes no (and disclaims all) representations and warranties, whether oral or written, express or implied, or statutory, with respect to the subject matter of this Agreement, including any implied warranties of merchantability or fitness for a particular purpose. ACHC’S MAXIMUM LIABILITY TO PARTICIPANT ARISING OUT OF, OR IN ANY WAY CONNECTED TO, THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ANY BREACH HEREUNDER OR THE GRANTING OR DENIAL OF CERTIFICATION) SHALL BE, IN THE AGGREGATE, LIMITED TO THE FEES ACTUALLY PAID BY PARTICIPANT TO ACHC HEREUNDER. IN NO EVENT SHALL ACHC, OR ITS PARENTS, SUBSIDIARIES OR AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR REPRESENTATIVES, BE LIABLE TO PARTICIPANT FOR ANY LOST PROFITS, LOST REVENUE, OR CONSEQUENTIAL, INDIRECT, EXEMPLARY, INCIDENTAL, OR SPECIAL DAMAGES OR COSTS (INCLUDING ATTORNEYS’ FEES) RESULTING FROM OR IN CONNECTION WITH THIS AGREEMENT OR BREACH HEREOF, EVEN IF ACHC HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.
