The following agreement is made between:

The Society for Acute Medicine (UK)

9 Queen Street

Edinburgh

EH2 1JQ

Hereafter referred to as“SAM”

And

Rila Publications Ltd

73 Newman Street

London WIT 3EJ

Hereafter referred to as “Rila”

Rila is a specialist publisher of learned journals dedicated to Continuing Medical education and SAM is a specialist medical society, for the promotion of acute medicine.

IT IS HEREBY AGREED AS FOLLOWS:

A. Undertaking by Rila:

  1. That Rila will make available a specified number (currently approximately 800) of copies of its Journal entitled “Acute Medicine” to members of SAM. TheJournalispublished four times per calendar year. The copies will be mailed out by Rila to the list of members supplied by SAMtwo weeks prior to an issue to be printed.
  2. Members of SAM receiving the Journal will also have access to the electronic format via the Rila website.
  3. That Rila will allow SAM to determine the constitution and number of Editorial Board member on “Acute Medicine”, subject to discussion with Rila, and their right as owners and publishers to intervene should the Editorial Board function at a level that they believe would place the reputation of the Journal, Rila’s other publications or Rila in jeopardy.

B. Undertaking by SAM:

  1. That SAM will undertake, at its own expense, to deliver the list containing names and addresses of itsmembers to Rila two weeks prior to publication date of the issue.
  2. That SAM will use every endeavour to ensure that the Editorial Board of the Journal is at all times adequately supported with suitably qualified medical practitioners.

C. Period of the Agreement

  1. This agreement will come into force on the date of signing, and will operate for seven years, being automatically renewed at the end of six years for a further seven years, unless the parties agree to terminate the agreement.

D. Remuneration

  1. SAM undertakes to pay Rila the sum of £10.00per copy of the Journal (equivalent to £40 per member per year), to include both the paper based copy and access to the electronic copy on the Rila website. SAM will pay the £10.00per copy to Rila on receipt of a proper invoice.
  2. This price will remain fixed throughout the term of the agreement. No discounts will be given related to any increase in volume of sales. When the Agreement is renewed, the price per issue will be reviewed at that point.

E. Copyright

1. Copyright for all content in the paper based Journal, the electronic version and all other formats remains with Rila.

  1. Termination
  1. Either party shall be entitled to terminate this agreement by written notice to the other if:

(i)the other party shall commit any material breach of any clause of this agreement and fails to remedy such breach (in the case of a breach capable of being remedied) within 21 days of receipt of written notice requiring the same to be remedied and giving particulars of the breach;

or

(ii)the other party shall convene a meeting of creditors, or, if a proposal shall be made for a voluntary arrangement within Part 1 of the Insolvency Act 1986, as amended, or a proposal for any other composition scheme or arrangement with, or assignment for the benefit of its creditors, or if the other party shall be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986, or if a trustee, receiver, administrator, or similar officer is appointed in respect of all or any part of the business or assets of the other, or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other, or for the making of an administration order (otherwise than for the purpose of an amalgamation of reconstruction)

  1. Force Majeure
  1. Neither party shall be liable for damages for any failure to carry out its obligations hereunder arising out of causes beyond its reasonable control and without its fault or negligence, including but not limited to government intervention, strikes, labour disputes, accidents, Acts of God, national or local disasters, war or embargoes
  1. Variations
  1. The terms of this agreement can be modified only by a written agreement between the parties
  1. Choice of law
  1. Both parties hereby agree that any dispute or question of interpretation arising out of this agreement shall be decided in accordance with English law and shall be submitted to the non-exclusive jurisdiction of the courts of England and Wales

For and on behalf of SAM

Signed:______

Title______

Print:______

Date:______

For and on behalf of Rila

Signed:______

Title______

Print:______

Date:______

Page 1 of 5

Ref: Rila – SAM Agreement 2015