Ordinance 2014-66 - Laserfiche WebLink

Home Browse Search

Confidential HEALTHWAYS AGREEMENT This Healthways Agreement, its Program Schedules, exhibits and attachments, and any amendments thereto, (collectively the "Agreement ") is entered into between AMERICAN HEALTHWAYS SERVICES, LLC, for itself (hereinafter referred to as "Healthways "), a Delaware limited liability company, and the undersigned Facility (as defined below) (Healthways and Facility are collectively referred to herein as the "Parties "). This Agreement replaces and supersedes any other agreement between or among Facility and Healthways for the Healthways programs and products represented herein. Following the execution hereof, all such other agreements shall be terminated on the effective date of this Agreement. PREAMBLE WHEREAS, Healthways has entered into agreements with Sponsoring Organizations (as defined below) to provide fitness services, benefits, and programs to eligible Members (as defined below) within an established network of fitness centers; WHEREAS, Facility offers health and fitness programming and services; and WHEREAS, Healthways would like to include Facility, and Facility desires to be included, as a member of the network of facilities for one or more Healthways products to provide subsidized basic fitness memberships and services, all on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the mutual premises set forth above and the promises hereinafter appearing, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which is hereby acknowledged, the Parties agree as follows: AGREEMENT I . Definitions. The terms defined in this section shall have the meanings specified for all purposes of this Agreement. a) "Confidential Information" means all provisions of this Agreement and any business expertise, manuals, videos, trade secrets, compensation, Sponsoring Organization Member information and any and all Healthways intellectual property. b) "Facility" means the undersigned Facility whose name and other identifying information appear herein and any additional participating locations of Facility as mutually agreed to and set forth in Exhibit A, which have entered into this Agreement with Healthways to be part of its Healthways Network, on the terms and conditions set forth herein. c) "Healthways Network" means, collectively, all participating locations that have entered into a contract agreement with Healthways to provide the Program. d) "Member" means a Sponsoring Organization member, employee, dependent or other person eligible for the Program as determined by the Sponsoring Organization's criteria. e) "Program" means each of the Healthways programs described in the Program Schedules f) "Program Schedule" means each, and "Program Schedules" shall mean all, of the program schedules attached to this Agreement, and incorporated herein by reference, that describe the Healthways programs provided by Facility to Members of Sponsoring Organizations. Healthways and Facility acknowledge and agree that notwithstanding any other provision of this Agreement, Healthways may amend this Agreement upon sixty (60) days prior written notice to Facility to modify existing Program Schedules or to add one or more new Program Schedules, and that Facility may decline participation in a new Program Schedule or decline proposed modifications to an existing Program Schedule upon written notice to Healthways within such sixty (60) day period if such modified or new Program Schedule would have a demonstrable material adverse effect on Facility. g) "Reference Guide" means the procedures and guidelines established by Healthways for participation in the Healthways Network by Facility and under which the Program is administered. The Reference Guide, which shall be provided to Facility prior to the commencement of this Agreement, is incorporated herein by reference; the A 1 _R_FC_V 2014 -2 1 of 10