AGREEMENT FOR INTERNATIONAL MEDICAL INTERPRETERS ASSOCIATION by Mattlater

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									AGREEMENT FOR INTERNATIONAL MEDICAL INTERPRETERS ASSOCIATION ®
SUBJECT MATTER EXPERT REVIEW

International Medical Interpreters Association (IMIA) appreciates your agreement to voluntarily
participate without compensation of any kind in the Subject Matter Expert review of its new (Written)
Medical Certification Testing Program (the “Program”). Since the Program is still not-public, it is
critical that you agree to the following terms and conditions relating to the Program and the Pilot so that
we may maintain their confidentiality. Accordingly, you agree as follows:

1. CONFIDENTIALITY. You agree to hold in strict confidence and trust all Confidential Information
(defined below) and agree not to use or disclose or otherwise provide or transfer, directly or indirectly,
any Confidential Information to third parties, including, without limitation, Your affiliates, subsidiaries
and business partners, without the prior written consent of IMIA. You shall require any of your
employees or agents who obtain Confidential Information with IMIA’s authorization to comply with this
Agreement and You shall be responsible for any breach of this Agreement by them. Your obligations
under this Agreement shall continue as to each element of Confidential Information until the earlier of
the authorized public disclosure of such element or five (5) years from the date of this Agreement.

As used in this Agreement, the term "Confidential Information" means any information IMIA discloses
to You, your employees or agents, including the nature, scope, and content of the Medical Certification
Tests and Materials (the “Confidential Materials”) that are being made available to you, all instructions
and other communications provided to you in connection with the Confidential Materials, your
responses to all of the questions and other content in the Confidential Materials, any comments or other
communications you provide to IMIA in connection with the Confidential Materials and the Program
and the means, system and processes used in providing you with the Confidential Materials, the
administration of the testing, and your responses .

You acknowledge that if you fail to comply with this Agreement, IMIA may suffer irreparable harm,
which may not be adequately compensated for by monetary damages alone. Therefore, in the event of a
breach or threatened breach of this Agreement, IMIA will be entitled to injunctive and/or other
preliminary or equitable relief in addition to any other remedies available at law.

2. LIMITATION OF WARRANTIES AND LIABILITY. YOU ACKNOWLEDGE THAT YOU HAVE
VOLUNTARILY AGREED TO PARTICIPATE IN THE PILOT THAT THE PROGRAM AND CONFIDENTIAL
MATERIALS ARE PROVIDED “AS IS” AND ACCORDINGLY IMIA EXPRESSLY DISCLAIMS ANY AND ALL
WARRANTIES, BOTH IMPLIED AND EXPRESS AS TO THE PILOT, THE PROGRAM AND THE CONFIDENTIAL
MATERIALS. FURTHER, YOU HEREBY RELEASE IMIA, ITS PARENT AND AFFILIATES, AND THEIR RESPECTIVE
EMPLOYEES, OFFICERS, AGENTS, SUCCESSORS AND ASSIGNS FROM ANY AND ALL CLAIMS AND DAMAGES OF
ANY KIND ARISING FROM OR RELATED TO YOUR PARTICIPATION IN THE PILOT.

3. ENTIRE AGREEMENT. This Agreement is the parties' entire agreement relating to its subject
matter. It supersedes all prior or contemporaneous oral or written communications, proposals,
conditions, representations and warranties and prevails over any conflicting or additional terms of any
acknowledgment or other communication between the parties relating to its subject matter during the
term of this Agreement. No modification to this Agreement will be binding unless in writing and signed
by an authorized representative of each party. If any provision, or part thereof, in this Agreement is held
to be invalid, void or illegal, it shall be severed from this Agreement and shall not affect, impair, or
invalidate any other provision, or part thereof, and it shall be replaced by a provision which comes
closest to the severed provision, or part thereof, in language and intent, without being invalid, void, or
illegal.

Your signature below constitutes confirmation of your assent to the foregoing terms and conditions and
that you are entering into this Agreement voluntarily as a matter of your own free will.

INTERNATIONAL MEDICAL INTERPRETERS ASSOCIATION

By:            ____________________

Signature:     ____________________


YOU

Name:          _____________________

Signature:     _____________________

								
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