Match Participation Agreement for Medical Schools
For the 2008 Main Residency Match
Terms and Conditions of the Match Participation
Agreement Between
Medical Schools and the NRMP
These are the terms and conditions of the Match Participation Agreement that each U.S. and Canadian allopathic medical school or school of osteopathy ("medical school" or "school") desiring to facilitate its students' and graduates' participation in the Matching Program of the National Resident Matching Program ("NRMP") enters into by indicating acceptance of these terms and conditions through clicking on the I Accept button on the Registration screen of this Web site (the "Match Site"). This Agreement is not binding on any medical school indicating such acceptance, however, until the NRMP has accepted such school's registration. Upon the NRMP's acceptance of the registration, these terms and conditions will be a binding agreement between such school and the NRMP.
If the NRMP accepts the registration of the medical school in question, the NRMP will register the school and allow such school's authorized personnel to enter data and access certain information related to the Matching Program. The Matching Program is described briefly in Section 1.0 below. In consideration of this registration, each medical school agrees to comply with all of the terms and conditions of this Agreement.
Table of Contents
1.0 Introduction to the Matching Program
2.0 School Official
2.1 Designation
2.2 Responsibilities
3.0 School Administrator
3.1 Designation
3.2 Responsibilities
4.0 Use of Match Site
4.1 Access to Match Information
4.2 Use of Passwords
6.0 Communications
6.1 Between the School and the
NRMP
6.2 Changes After Registration
6.3 Schedules and Deadlines
6.4 Completeness and Accuracy
of Information
6.5 Confidentiality
7.0 Match Violations
7.1 NRMP Violations Policies
and Procedures
7.2 Consequences of Confirmed
Violations
7.2.1
Medical Schools
7.2.2
Applicants
7.2.3
Programs
7.3 Other Remedies
9.0 Representations and Warranties
1.0 Introduction to the Matching Program
The Matching Program is a system for the confidential ranking and selection of applicants to graduate medical education program residency positions. Positions may be offered to senior students and physician graduates of allopathic and osteopathic medical schools in the United States and elsewhere who meet the eligibility requirements set forth by the NRMP. Only applicants and programs that have registered with the NRMP and agreed to abide by the terms and conditions of the Match Participation Agreement Among Applicants, the NRMP, and Participating Programs may participate in the Matching Program.
The parties acknowledge that (a) the NRMP does not provide application services to applicants or programs; (b) applicants must apply directly to the programs with which they desire to match in addition to registering with the NRMP Matching Program and listing such programs on their certified rank order lists; and (c) the NRMP is not involved in establishing the terms of any residency or fellowship agreement and has no responsibility for providing applicants with any information concerning such agreements.
The purpose of the Matching Program is to provide a uniform time for both applicants and programs to make their selections without pressure. A match between an applicant and a program constitutes a binding commitment between the two parties in accordance with the terms of the Match Participation Agreement Among Applicants, the NRMP, and Participating Programs that each enters into at the time of registration. Any breach of that commitment may result in penalties to the breaching applicant or program, as described in Section 7.0.
The NRMP maintains the highest professional standards in the conduct of the Matching Program and in its interactions with all participants: applicants, program directors, institutional officials, and student affairs deans. The NRMP expects all participants in the Matching Program to conduct their affairs in an ethical and professionally responsible manner and to respect the right of applicants to freely investigate program options prior to submission of a final rank order list.
Each medical school must designate an NRMP school official to be responsible for overseeing the match process and to be the school's official spokesperson to the NRMP on all matters regarding applicants from such school. It is recommended that the school official be the dean for student affairs or the dean for academic affairs.
In addition to the general responsibilities in Section 2.1, the school official will:
2.2.1. Provide information required for the registration of the medical school and ensure the accuracy of such information.
2.2.2. Ensure that all of the school's senior students who desire to participate in, and are eligible for, the Matching Program register and complete the Register for NRMP Matches screen of the Match Site and execute the Match Participation Agreement prior to the applicant registration deadline.
2.2.3. Notify the NRMP of the school's senior students who will not be registering for the Matching Program through the Verify Participation Status screen of the Match Site.
2.2.4. Promptly notify the NRMP of any change in the status of, or any information concerning, any student or graduate that could affect his or her eligibility to participate in the Matching Program.
2.2.5. Prior to the rank order list certification deadline, determine the eligibility to enter graduate medical education of all senior students registered for the Matching Program and sponsored by the school through the Verify Graduation Credentials screen in the Match Site and verify the graduation of all applicants claiming to be previous graduates of the school who have registered for the Matching Program.
2.2.6. Immediately revoke the school's sponsorship of any applicant who is determined by the school official to be ineligible to enter graduate medical education on July 1 in the year of the Match and notify the NRMP of that action prior to the rank order list certification deadline through the Match Site Withdraw Student screen for schools. If a senior student is withdrawn from the Matching Program because he/she will be ineligible to enter graduate medical education on July 1 in the year of the Match, (a) the student may seek a position outside the Matching Program no earlier than 12:00 noon eastern time on Tuesday of Match Week, and (b) the student may accept a position outside the Matching Program only if that training will begin between July 1 and February 1 in the year immediately following the Match; however, if the student elects to participate in the Match the following year, he/she will be a sponsored applicant.
2.2.7. When any other circumstances with respect to a particular applicant make it appropriate or necessary for such applicant to withdraw from the Matching Program, communicate such withdrawal to the NRMP prior to the rank order list certification deadline through the Match Site Withdraw Student screen for schools. Withdrawal from the Matching Program is appropriate only for valid academic reasons, including withdrawal from medical school, a leave of absence from medical school, delayed graduation, or death. Withdrawing a senior student to accept a position, including a preliminary position for a program that participates in another national matching plan, outside of the Matching Program is a violation of this Agreement unless the position is with a program that is a part of the AOA, CaRMS, military matches, or any other national matching program. Any such violation of this Agreement may result in penalties to the school, as described in Section 7.0.
2.2.8. Respond promptly and accurately to all inquiries by the NRMP concerning students and graduates of the school who have registered or requested registration in the Matching Program.
2.2.9. Appoint a school administrator, if so desired, to assist in oversight of the participation of the school's students in the Matching Program and in communicating with the NRMP.
2.2.10. Develop and implement procedures to protect the confidentiality of all school passwords and promptly notify NRMP (a) if there is reason to believe that any school password has been discovered by a third party and (b) of any unauthorized use of a school password or any other breach of security.
The NRMP school official has the option of designating a school administrator to assist with the oversight of the match process at the school. The school administrator usually is a staff person in the graduate medical student affairs or academic affairs office.
The NRMP school administrator may enter or change selected school and applicant reference data. In addition, the school administrator may access all of the school and applicant data available to the school through the Match Site.
4.1 Access to Match Information
The school will be given read-only access through the Match Site to certain information with respect to applicants who are students or graduates of such school. Such information may include the identities of the students and graduates of the school who have registered for the Matching Program and the identities of the programs where they have matched, but will not include the rank order lists of any applicant or program.
The school is responsible for maintaining the confidentiality of all school passwords and is fully responsible for any actions taken on the Match Site by anyone using any school user ID and password. If the school has reason to believe that any school password has been discovered by a third party, the school must notify the NRMP immediately. Further, the school must notify the NRMP immediately of any unauthorized use of any school password or any other breach of security.
In order for an applicant to participate in the Matching Program, prior to the scheduled start date for the position(s) for which the applicant is applying, the applicant must meet all of the requirements for entry into graduate medical education as prescribed by the Accreditation Council for Graduate Medical Education ("ACGME") in Section II of the ACGME Institutional Requirements, Residents, which are incorporated into this Agreement by reference. It is the responsibility of each medical school to communicate the eligibility of its senior students to participate in the Matching Program directly to the NRMP. Failure to withdraw a student who will be ineligible to enter graduate medical education on July 1 in the year of the Match is a breach of this Agreement and may result in penalties to the school, as described in Section 7.0.
If a senior student is withdrawn from the Matching Program because he/she will be ineligible to enter graduate medical education on July 1 in the year of the Match, (a) the student may seek a position outside the Matching Program no earlier than 12:00 noon eastern time on Tuesday of Match Week, and (b) the student may accept a position outside the Matching Program only if that training will begin between July 1 and February 1 in the year immediately following the Match; however, if the student elects to participate in the Match the following year, he/she will be a sponsored applicant.
It is the policy of the NRMP to withdraw from the Matching Program all applicants whose eligibility is not confirmed prior to the applicable rank order list certification deadline.
6.1 Between the School and the NRMP
Complete, timely, and accurate exchanges of information are essential to the residency application and matching process. To facilitate such communication, the NRMP school official is responsible for all communication with the NRMP on behalf of the school. All changes made by a school concerning the eligibility or participation of applicants who are students or graduates of such school must be communicated directly to the NRMP by the school official or the NRMP school administrator through the appropriate screen of the Match Site (as identified below).
After registration of the school, the NRMP school official and the school administrator are responsible for updating the school information and the information concerning students and graduates.
6.2 Changes after Registration
All changes must be submitted to the NRMP through the appropriate screen of the Match Site, including:
My School Information
My School Administrator Information
My Students and Graduates
Verify Graduation Credentials
Verify Participation Status
Withdraw Student
An annual Schedule of Dates is published by the NRMP for each match and is incorporated in this Agreement by reference. Time is of the essence in this Agreement and adherence to those dates is essential. All required information must be received by the NRMP by the published deadlines.
The teaching hospitals and their programs set their own application deadlines. Applicants must comply with individual program schedules.
Unmatched applicants and programs may not contact each other about unfilled positions prior to 12:00 noon eastern time on Tuesday of Match Week. Matched applicants and programs may not contact each other prior to the general announcement of Matching Program results at 1:00 p.m. eastern time on Thursday of Match Week. In addition, it is a violation of this Agreement if any medical school official shares the List of Unfilled Programs with any individual who is not registered for the Main Residency Match, or allows an individual who is not registered for the Match to use the registrant's unique code number and password to access the secure web site to obtain information about unfilled positions.
6.4 Completeness and Accuracy of Information
The school is required to provide complete, timely, and accurate information about the school and its students and graduates. If the NRMP believes it has received credible evidence that a school has violated the terms of this Agreement, the NRMP is authorized to take appropriate action, as described in Section 7.0 including, but not limited to, reporting the violation to the dean of such school and suspending or terminating such school's access to the Match Site.
The information accessed by the school through the Match Site with respect to the outcome of any match is confidential and the school shall use at least the same degree of care in safeguarding the confidentiality of such information as it uses in safeguarding its own confidential information, subject to a minimum standard of reasonable diligence and protection.
7.1 NRMP Violations Policies and Procedures
The NRMP requires all Matching Program participants to behave in an ethical and responsible manner during the matching process and to comply with the terms and conditions of the applicable Match Participation Agreement. It is the policy of the NRMP to investigate alleged breaches of the Agreements, including but not limited to: failure to provide complete, timely, and accurate information during the interview and matching process; discrepancies in graduation credentials; attempts to subvert eligibility requirements or the matching process itself; failures to offer or accept an appointment as required by the results of a match; and any other irregular behavior or activities that occur in connection with registration, the submission or modification of a rank order list, and/or the participant's commitment to honor the match outcome.
The NRMP Policies and Procedures for Reporting, Investigation, and Disposition of Violations of NRMP Agreements ("Violations Policy") shall govern the NRMP's handling of match violations and are incorporated by reference in and are an integral part of the Match Participation Agreements. At any time the NRMP may withdraw any applicant or program from the Matching Program if the NRMP believes it has received credible evidence that the applicant or program has violated the terms of the applicable Agreement. Applicants or programs withdrawn under sections 2.4.2(h), 3.3, or 7.0 of the Match Participation Agreement Among Applicants, the NRMP, and Participating Programs shall be afforded an opportunity to be heard in accordance with the Violations Policy.
Upon withdrawing an applicant or program from the Matching Program, or upon confirmation by a Review Panel that the applicant or program has violated the terms of the Agreement, the NRMP shall note in the Registration, Ranking, and Results (R3) System that the applicant or program is the subject of "pending action". The designation shall remain in place until the applicant or program has waived or exhausted the opportunity to contest the adverse action pursuant to the Violations Policy.
7.2 Consequences of Confirmed Violations
The consequences of a confirmed violation of this Agreement or of the Match Participation Agreement Among Applicants, the NRMP, and Participating Programs are set forth in the Violations Policy. They include the following:
If the NRMP's investigation of an alleged breach of this Agreement confirms the breach, the Final Report will be delivered to:
(1) the dean of the school
(2) the dean of student affairs of the school
(3) the NRMP school official
(4) the party who originally reported the violation
(5) the NRMP Executive Committee
(6) any parties whom the NRMP has determined are relevant to its investigation
The NRMP also may send the final report to the Liaison Committee on Medical Education (LCME). In addition, the school's access to the Match Site may be suspended or terminated.
If the NRMP's investigation of an alleged violation indicates that an applicant has committed a violation of the Match Participation Agreement, the processing of the applicant's rank order list may be interrupted. The NRMP at its discretion may withdraw the applicant from the Matching Program.
The NRMP's Final Report on the confirmed violation will be delivered to the applicant with copies to:
(1) the applicant's medical school official, with a request that the Final Report be placed in the applicant's permanent file
(2) the Educational Commission for Foreign Medical Graduates if the applicant is a student/graduate of an international medical school
(3) the director of the program and the NRMP institutional official to which the applicant matched
(4) the director of the program and the NRMP institutional official of the program to which the applicant has applied to or switched (if known)
5) the party who originally reported the violation
(6) the NRMP Executive Committee
(7) the American Board of Medical Specialties
(8) the applicant's residency program director if the violation occurred in a fellowship match
(9) the Federation of State Medical Boards if the applicant is to be permanently identified as a match violator or permanently barred from future NRMP matches
(10) any parties whom the NRMP has determined are relevant to its investigation
In addition, the applicant may be barred from subsequent NRMP matches and/or identified as a match violator to participating programs for up to three years or permanently, as determined by the NRMP. The applicant also may be barred from accepting a position in an NRMP match-participating program that would commence training within one year from the date of issuance of the Final Report. Further, any matched applicant who does not accept his/her matched position and has been denied a waiver of his/her match commitment may be barred from accepting a position in an NRMP match-participating program that would commence training within one year from the date of the NRMP's decision on the waiver.
The decision conveyed in the Final Report will be reflected permanently in the Match Site Applicant Match History. Term limits of any sanction(s) imposed for the violation will be included to identify the length of time the action is in effect.
If the NRMP's investigation of an alleged violation by a program indicates that the program has committed a violation of the Match Participation Agreement Among Applicants, the NRMP, and Participating Programs, the processing of the program's rank order list may be interrupted. The NRMP at its discretion may withdraw the program from the Matching Program.
The NRMP's Final Report on the confirmed violation will be delivered to the program director with copies to:
(1) the NRMP institutional official for transmittal to the institution's graduate medical education committee
(2) the ACGME for distribution to the respective Residency Review Committee (RRC) and the Institutional Review Committee
(3) to the respective specialty program director association
(4) the party who originally reported the violation
(5) the NRMP Executive Committee
(6) any parties whom the NRMP has determined are relevant to its investigation.
In addition, the program may be barred from future NRMP matches and/or identified as a match violator for up to three years or permanently, as determined by the NRMP. The decision conveyed in the Final Report will be reflected permanently in the Program Violations Report in the Match Site. Term limits of any sanction(s) imposed for the violation will be included to identify the length of time the action is in effect.
If an applicant requests a waiver from the NRMP and/or the matched program, the program shall not negotiate with or offer the position to any other candidate until either (a) the matched applicant has informed the NRMP in writing that he/she will not accept the matched position if his/her waiver request is denied by the NRMP and the program has been notified by the NRMP that it has been granted a waiver, or (b) the waiver is granted by the NRMP. If the NRMP receives information that the program has negotiated with or offered the position to another candidate before it has been notified by the NRMP that either of the foregoing conditions has occurred, the NRMP will initiate an investigation to determine whether the program has violated the terms of this Agreement.
An NRMP match-participating program is prohibited from offering a position to an applicant who is ineligible to accept a position in an NRMP-match participating program because his/her waiver request has been denied by the NRMP. Such prohibition applies to all positions which have a start date within one year from the date of the NRMP's decision. If an NRMP match-participating program offers a position to a matched applicant whose waiver was denied and training would commence during the one-year period, or if the applicant accepts such a position, the NRMP will initiate an investigation to determine whether the applicant or the program has violated the terms of this Agreement.
Each school authorizes the NRMP to use any information provided to the NRMP by such school in any study approved by the NRMP, provided that no information clearly and uniquely identifiable with such school is disclosed in reports resulting from such study. The match results of U.S. and Canadian medical school students and graduates are released to their respective schools of allopathic medicine or osteopathy. In addition, individual applicant match results are released to each program that ranked the applicant on its rank order list and, in the case of any program participating in a specialties match, to its specialty program director association's liaison to the NRMP, and to those program directors who request such information to verify whether the applicant was matched.
Each school agrees to abide by the Match Week schedule and not pursue positions for the school's unmatched senior students and graduates prior to 12:00 noon eastern time on Tuesday of Match Week. In addition, each school agrees not to assist any matched senior student or graduate to find an alternative position. It will be deemed a violation of this Agreement for the NRMP school official, the NRMP school administrator, or the designee of either to make any communication (a) concerning unmatched senior students or graduates prior to 12:00 noon eastern time on Tuesday of Match Week, or (b) with respect to an alternative position for any matched senior student or graduate who has not received a waiver of his or her match commitment from the NRMP. Violations of this Agreement may result in adverse consequences to the school, as described in Section 7.0.
9.0 Representations and Warranties
Each school represents and warrants to the NRMP that all of the information provided, or that will be provided, by such school to the NRMP is complete, timely, and accurate to the best of such school's knowledge at the time such information was or will be provided.
The parties acknowledge that the NRMP does not charge any fees for the services provided to medical schools with respect to the Matching Program and receives no consideration for any assumption by the NRMP of the risk of any damages that may arise in connection with the participation of any school in the Matching Program or utilization of the Match Site.
Each party agrees that neither:
(a) the NRMP,
(b) the current managing agent for the NRMP, the Association of American Medical Colleges, or any successor managing agent (the "Managing Agent"),
(c) any vendor providing equipment, software, or services to the NRMP or the Managing Agent ("Vendor"), nor
(d) any director, officer, employee, affiliate, or agent of the NRMP, the Managing Agent, or any Vendor, will be liable for any loss, damage, cost, or expense whatsoever, direct or indirect, regardless of the cause, that may arise out of, or be in any way related to, the use of the Matching Program, the Match Site, or the automated systems and services utilized by the NRMP or the Managing Agent to implement the Matching Program or to send notices, including, but not limited to: (a) the suspension or termination of, or the inability to use, all or any part of the Match Site; (b) the erroneous transmission of any data or the transmission of any erroneous data; (c) any failure or delay suffered or allegedly suffered by any party in receiving or sending any information, however caused; (d) the delivery or transmission of any virus, worm, or other disruptive device; or (e) any other cause in connection with the furnishing of services or notices by the NRMP or the Managing Agent or the performance, maintenance, or use of, or inability to use, all or any part of the Match Site. The foregoing will apply regardless of whether a claim arises in contract, tort, negligence, strict liability, or otherwise.
The automated systems and services utilized by the NRMP or the Managing Agent to implement the Matching Program and the Match Site are provided "AS IS" and "AS AVAILABLE." NONE OF THE NRMP, THE MANAGING AGENT, ANY VENDOR, OR ANY OF THEIR DIRECTORS, OFFICERS, AGENTS, EMPLOYEES, OR AFFILIATES MAKES ANY WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH SERVICES, THE MATCH SITE, OR THE MATCHING PROGRAM, OR TO THE ACCURACY, COMPLETENESS, SECURITY, TIMELINESS, OR RELIABILITY OF THE INFORMATION TO WHICH ANY PARTY HAS ACCESS OR TRANSMITS OR RECEIVES THROUGH THEM OR THROUGH ANY OTHER AUTOMATED SYSTEM. ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT ARE EXPRESSLY EXCLUDED. No oral or written information or advice given by the NRMP, the Managing Agent, any Vendor or any of their directors, officers, agents, affiliates, or employees will create a warranty, and no party may rely on any such information or advice. There is no assurance that the information to which the parties have access through the Match Site will be accurate, complete, secure, timely, or reliable, or that the Match Site or the automated services utilized by the NRMP or the Managing Agent will be error-free or operate without interruption. In particular, and without limiting the generality of the foregoing, the NRMP makes no warranty that certified rank order lists processed through use of such automated services will be properly executed. Each school is solely responsible for verifying the accuracy of any information provided to or available through the Match Site concerning such school or its students or graduates.
IN NO EVENT WILL THE NRMP, THE MANAGING AGENT, OR ANY VENDOR OR AFFILIATE BE LIABLE FOR ANY DAMAGES AS A RESULT OF ANY NEGLIGENT ACT OR OMISSION OF THE NRMP, THE MANAGING AGENT, OR ANY VENDOR OR AFFILIATE, IRRESPECTIVE OF WHETHER THE INJURED PARTY IS A SCHOOL OR A THIRD PARTY.
All notices to the NRMP, other than those given in accordance with Section 7.0, must be given either by email at nrmp@aamc.org or through the Match Site and are effective upon receipt. The NRMP is not responsible for delays in email or internet service. Any notices or documents received by the NRMP after the relevant deadline date will not be considered.
All notices to the NRMP, other than those given in accordance with Section 7.0, must be given either by email at nrmp@aamc.org or through the Match Site and are effective upon receipt. The NRMP is not responsible for delays in email or internet service. Any notices or documents received by the NRMP after the relevant deadline date will not be considered.
Except for the granting or denial of a waiver as noted in Sections 2.5 and 3.4 of the Match Participation Agreement Among Applicants, the NRMP and Participating Programs, all disputes arising out of, or related to, the Matching Program, this Agreement, or the breach thereof, between or among the NRMP and any applicant or program participating, or seeking participation, in the Matching Program must be settled by arbitration in accordance with the rules of the American Health Lawyers Association Alternative Dispute Resolution Service then in effect, unless the parties to the dispute mutually agree otherwise. Notwithstanding the foregoing, no arbitrator shall have power to adjudicate any dispute as a class arbitration or as a consolidated arbitration without the express consent of all the parties to any such dispute. Notice of the demand for arbitration must be filed in writing with all other parties to the arbitration and with the American Health Lawyers Association. A demand for arbitration in a matter that is covered by the Violations Policy must be made in accordance with the Violations Policy. The arbitrators must conduct all arbitration proceedings in the Office of the NRMP in Washington, DC or at such other location as mutually agreed upon by the parties. Each party will share equally in the cost of arbitration, except that the party requesting arbitration must pay the filing fee in its entirety. The award by the arbitrator or arbitrators will be final and must be in writing. Judgment upon the award rendered may be entered in any court having jurisdiction thereof, so long as the arbitrators acted in good faith. The arbitrator shall not have the power to make an award that is inconsistent with the provisions of this Agreement or with District of Columbia substantive law.
No claim or cause of action, regardless of form, arising out of or related to the Matching Program, this Agreement, or the breach thereof, or any other dispute between the NRMP and any applicant or program participating, or seeking participation, in the Matching Program, may be brought in an arbitral, judicial, or other proceeding by any party more than 30 calendar days after the cause of action has accrued, regardless of any statute, law, regulation, or rule to the contrary ("Limitation Period"). The Limitation Period shall commence the day after the day on which the cause of action accrued. Failure to institute an arbitration proceeding within the Limitation Period will constitute an absolute bar and waiver of the institution of any proceedings, whether in arbitration, court, or otherwise, with respect to such cause of action. A cause of action that has become time-barred may not be exercised by way of counter claim or relied upon by way of exception.
In addition, any party who desires to contest a decision of a Review Panel of the NRMP must notify the NRMP of its intent to seek arbitration within 10 business days from that party's receipt of the Panel's report and must file a demand for arbitration within 30 calendar days of receipt of such report, in accordance with the terms of the Violations Policy. If notice of a party's intent to seek arbitration is not received by the NRMP within 10 business days from that party's receipt of the Review Panel Report, or if the party does not file a demand for arbitration within 30 calendar days of receipt of the Review Panel Report, that party is deemed to have waived and is barred from later filing a demand for arbitration or seeking other relief.
This Agreement is governed by the laws of the District of Columbia, excluding its choice of law provisions.
The headings of the Sections of this Agreement have been inserted for convenience of reference only and shall in no way restrict or otherwise affect the construction of the terms or provisions of this Agreement.
Unless indicated otherwise, references in this Agreement to Sections are to Sections of this Agreement.
If any provision of this Agreement is found in any arbitration proceeding or by any court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to achieve the purpose originally intended, if possible, and the validity, legality, and enforceability of the remaining provisions will not be affected or impaired and are to be enforced to the maximum extent permitted by applicable law. If any remedy set forth in this Agreement is determined to have failed of its essential purpose, then all other provisions of this Agreement will remain in full force and effect.
Failure of any party to act or exercise its rights under this Agreement upon the breach of any other terms hereof by any other party is not to be construed as a waiver of such a breach or prevent such party from later enforcing compliance with any or all of the terms hereof. This Agreement contains the entire agreement between the parties with respect to the Matching Program and its results. Any representations, promises, or conditions not incorporated in this Agreement will not be binding upon any of the parties. No modification of this Agreement shall be effective unless in writing and executed by the party against whom it is to be enforced.
Updated August 2007
© 2007 nrmp
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