AGREEMENT

This DONOR AGREEMENT entered into this _____ day of February, 2019, by MARYAM BALLARD, (hereinafter referred to as “MARYAM” or “Recipient”), SUSAN BALLARD, (hereinafter referred to as “SUSAN” or “Recipient”), together residing at _________________________, New York, New York 10001 (together referred to as the “Recipients”), and KAREEM JOHNSON (hereinafter referred to as “KAREEM” or “Donor”), residing at ______________________, New York, New York 10001, all of whom may be referred to as the “Parties.”

WHEREAS, MARYAM and SUSAN have been in a committed relationship since 2005 and were married in the State of New York on January 1, 2014; and 

WHEREAS, KAREEM is married to MARTIN JOHN DAVIS (hereinafter referred to as “JOHN”); and

WHEREAS, it has been the joint and mutual intention of Recipients to have one or more children (hereinafter referred to as “Child”), and create a loving family through the process known as “artificial” or “alternative” insemination by a donor, (“insemination”), and to raise said Child together as parents in their family unit; and

WHEREAS, the Parties have discussed the possibility of KAREEM and JOHN helping SUSAN and MARYAM begin building their family by KAREEM providing his sperm; and

WHEREAS, any reference to a “Child” in this document shall pertain to any and all children born to SUSAN or MARYAM as a result of insemination by sperm provided by KAREEM; and 

WHEREAS, after considerable discussion, KAREEM, JOHN, MARYAM, and SUSAN have agreed that KAREEM would provide his semen to MARYAM and/or SUSAN for the purposes of insemination so that MARYAM and/or SUSAN may have said Child and MARYAM and SUSAN may parent said Child together; and

WHEREAS, KAREEM and JOHN are entering into this Agreement in order to help SUSAN and MARYAM have a family.  However, KAREEM does not intend nor desire to create any kind of legal, parental, or other relationship with any Child or Children anticipated to be born to MARYAM and SUSAN, and they each acknowledge that KAREEM and JOHN have entered into this Agreement in reliance upon MARYAM’s and SUSAN’s promise that KAREEM shall never have any liability or responsibility for any Child or Children to be born to MARYAM and SUSAN as a result of the insemination contemplated hereby; and

WHEREAS, SUSAN and MARYAM intend that they may each become the biological parent of a Child through the insemination or fertilization of KAREEM’s sperm; and

WHEREAS, over a period of approximately several months, the parties have

engaged in extensive discussions, self-evaluation and analysis concerning the terms of

this Agreement and the issues involved in using a known donor for insemination including medical and legal risks; and

WHEREAS, KAREEM and MARYAM and SUSAN have disclosed family genetic and medical history to each other to the extent known, and are satisfied that each has provided full medical disclosure to the other; and

WHEREAS, each of the parties has had adequate time to consider all of the legal and medical risks and all of the various issues involved in the proposed arrangement before conception took place; and 

WHEREAS, the parties mutually agree that the best interests, happiness and wellbeing of any Child conceived as a result of this Agreement shall govern and always be central in all decisions or disputes that may arise during the Child’s life.

NOW THEREFORE, in consideration of promises of each other and in recognition that this Agreement is intended to set forth the rights, duties, obligations and waivers of the parties hereto and to be in the best interests of the Child resulting from the insemination, the parties hereby understand and agree as follows:

1. Purpose of the Agreement

The purpose of this Agreement is to set forth in writing the rights, duties, obligations and waivers of MARYAM, SUSAN, and KAREEM and JOHN with respect to each other and to the Child anticipated to be born to MARYAM or SUSAN as a result of insemination or fertilization by sperm provided by KAREEM.

2. Consideration for this Agreement

KAREEM acknowledges receipt from MARYAM of the sum of $1.00 for each of his sperm donations. KAREEM further acknowledges that he has submitted to medical testing paid for by MARYAM and SUSAN. Said sums represent part of the consideration for this Agreement.

KAREEM further represents that his willingness to enter into this Agreement is based in part on the friendship he has shared with MARYAM and SUSAN, and to enable MARYAM and SUSAN to experience the joys of raising a child or children.

MARYAM and SUSAN agree to reimburse KAREEM for any reasonable expenses he may have in connection with the inseminations, including but not limited to medical and travel expenses.

3. Inseminations

KAREEM agrees to provide sperm donations upon request to MARYAM or to SUSAN, at a location of their choosing, where possible, until such time as MARYAM or SUSAN conceives, or for a period of three (3) years from the date of the signing of this Agreement, whichever is later, or upon mutual, written agreement of the parties, email sufficing. The parties agree and acknowledge that KAREEM will make every effort to be reasonably available to provide additional specimens to MARYAM or SUSAN, but may not always be available due to responsibilities and obligations in his life.

The parties agree that, in the event SUSAN and MARYAM decide to work with a licensed fertility clinic (the “Clinic”), KAREEM’s semen may be frozen by the Clinic at the conclusion of each of his donations for use by MARYAM and SUSAN for future inseminations or fertilizations.  MARYAM and SUSAN will be solely responsible for storage fees, and shall hold KAREEM harmless therefrom.  

The parties agree that all donations made by KAREEM shall be the sole property of MARYAM and SUSAN, for their own personal use and for no other person’s use, and KAREEM relinquishes any rights he may have to the donations.  SUSAN and MARYAM shall have sole authority to make decisions about any frozen specimens are to be disposed.

            KAREEM agrees to submit to extensive medical testing, including but not limited to HIV antibodies tests, and other tests that relate to conception, genetics, sexually transmitted or other communicable diseases and fertility.  To the extent not covered by KAREEM’s health insurance provider, the cost of such tests shall be provided by MARYAM and SUSAN.

KAREEM warrants that, to the best of his knowledge, he does not presently have any sexually transmitted diseases, will only engage in safer sex practices, and will continue to do so until SUSAN or MARYAM has conceived a child, or until he has notified the Recipients of his intention to no longer practice safer sex, whichever first occurs.  Safer sex practices include kissing, any sexual contact not involving the transfer of bodily fluids, and other sexual activities using a condom with anyone other than his spouse.

4. No Paternity Rights of Donor

Each party acknowledges and agrees that after considerable discussion, KAREEM has agreed to provide specimens of his semen (“donations”) to MARYAM or SUSAN for the purpose of insemination and will do so with the clear understanding that his contact with the Child and enforceable rights are limited to the terms conferred by the Recipients through this Agreement.

KAREEM relinquishes any right to demand, request or compel any paternity, guardianship, custody, joint custody or visitation rights beyond those expressly stated herein with any Child born from the insemination.

KAREEM further acknowledges and agrees that he will not seek to have paternal rights established whatsoever with respect to the Child.  KAREEM will relinquish any right to demand, request or compel any paternity, guardianship, custody, joint custody or visitation rights with any child born from the insemination or fertilization procedure.  KAREEM further waives any rights to seek to establish paternity in any Court or proceeding. 

JOHN also acknowledges and agrees that he will not seek to have paternal rights established whatsoever with respect to the Child. 

5. Privacy

The Parties agree that this Agreement may be filed or exhibited in any proceedings with respect to the Child that may be taken by any Party. 

The Parties further agree that KAREEM shall not be identified as “father/parent” on the birth certificate to which he hereby consents. 

However, MARYAM and SUSAN. plan to reveal the identity of the donor to the Child, at a time when they and they alone determine that such disclosure is appropriate. They agree to notify KAREEM once the Child has been informed. The parties do not intend for this Agreement to remain secret. However, the parties agree that until forty-five (45) days after KAREEM signs the Extrajudicial Consent described in Article 10 of this Agreement (after the Child’s birth), they will consult with each other before disclosing KAREEM’s identity as donor to family members or mutual friends.  Notwithstanding the above, the parties further agree that MARYAM and SUSAN will decide if or when to disclose KAREEM’s identity as donor before the above forty-five (45), day waiting period has passed.

In the event, that prior to disclosing KAREEM’s identity as donor, KAREEM decides that he does not want his role as donor to be disclosed beyond MARYAM, SUSAN and the Child, MARYAM and SUSAN will try to the best of their abilities to respect this wish.

KAREEM agrees to sign the Adoption Information Registry Birth Parent Registration form at or before the time of a Second Parent Adoption so that the Child may receive medical or other information when grown.

6. No Exploitation

It is understood that it will be in the best interests of the Child not to exploit this arrangement nor enter into any commercial or non-commercial exploitation of this Agreement and the terms thereof including, without the express written consent of all parties. In the event that any Court shall allow such exploitation contrary to this

Agreement, it is agreed that all proceeds and profits derived therefrom will be used solely for the education of the Child.

7. Relinquishment of Rights of Recipient

Each party acknowledges that part of the consideration for this Agreement is that

MARYAM and SUSAN have relinquished any and all rights that they might otherwise have to hold KAREEM legally, financially or emotionally responsible for any Child that results from the insemination. MARYAM and SUSAN agree to hold KAREEM harmless and indemnify him from any and all such financial obligations that may be imposed by any federal, state, city or other local governmental agency or office. In the event that any such financial obligations are imposed against KAREEM, MARYAM and SUSAN agree to reimburse and hold KAREEM harmless from or for any expenditures made or ordered.

MARYAM and SUSAN further waive any and all rights or claims to sue or hold

KAREEM responsible for any congenital or acquired diseases which this procedure

may cause for MARYAM or  SUSAN or any Child that results from this procedure. MARYAM and SUSAN further hold KAREEM harmless from and waive any and all rights and claims to sue or hold KAREEM responsible for any costs associated with pregnancy, pre-natal care and delivery or well baby care of the Child or any child support, whatsoever.

8. Naming of Child and Other Parental Decisions

Each party acknowledges and agrees that the authority to name the Child shall rest only with MARYAM and SUSAN. The parties further acknowledge and agree that SUSAN and/or MARYAM has the right to terminate the pregnancy for medical reasons pertaining to MARYAM or SUSAN or the fetus, except that in that event, the parties agree that KAREEM has the right to be released from his obligations herein.

9. Custody

The parties acknowledge and agree that MARYAM and SUSAN shall have absolute

and complete legal and physical custody of the Child. MARYAM and SUSAN shall have absolute complete discretion as to all legal, financial, medical, emotional, social, religious and educational needs of said Child without any involvement with or demands of authority from KAREEM.

            KAREEM acknowledges that any decisions regarding contact, access or visitation between KAREEM and the Child shall be made by SUSAN and MARYAM, and shall be solely in their discretion.  SUSAN and MARYAM shall have no duty to notify KAREEM as to the Child’s whereabouts, any relocation or any change of residency.  

In addition, MARYAM and SUSAN shall have absolute authority and power to appoint a legal and testamentary guardian as well as to appoint a medical, general and other attorneys-in-fact for the Child, and that said guardian, health care agent, attorney-in-fact or other designee may act with sole and complete discretion as to all legal, financial, medical, emotional, social and educational or other needs of said Child without any involvement with or demands of authority from KAREEM.

Each party acknowledges and agrees that the relinquishment of all rights, as stated above, is final and irrevocable. The parties further understand that the waivers contained herein shall prohibit any action on the part of KAREEM to seek custody, guardianship, or visitation rights greater than those expressly stated herein in any future situation, including the event of MARYAM and/or SUSAN’s disability or death except as may otherwise be affirmatively designated by MARYAM and SUSAN. 

Notwithstanding the limitation expressly stated herein, MARYAM and SUSAN intend to appoint a legal and testamentary guardian as well as a medical, general and other attorneys-in-fact for the Child who will honor this Agreement. 

It is further acknowledged that MARYAM and SUSAN have represented to KAREEM and JOHN that they have sufficient funds to provide the Child with adequate food, clothing, shelter, education (whether public or private) and other support. SUSAN and MARYAM acknowledge that they are releasing KAREEM from any and all parental rights and obligations, financial and otherwise, which he may have as a parent now or might acquire in the future.

10. Second Parent Adoption

KAREEM understands and acknowledges that MARYAM and SUSAN intend to raise the Child together.

KAREEM agrees that, if MARYAM is the biological parent, MARYAM has the sole right to appoint SUSAN as a second parent in order that SUSAN’s status as a parent to the Child may be judicially and irrevocably established.  

KAREEM further agrees that, if SUSAN is the biological parent, SUSAN has the sole right to appoint MARYAM as a second parent in order that MARYAM’s status as a parent to the Child may be judicially and irrevocably established

KAREEM agrees to execute and sign any and all further surrenders, releases, waivers, renunciations, extra-judicial consents, the adoption registry form, or other documents as may be required to finalize such second parent adoption.  KAREEM further agrees that upon a judge or surrogate's request, he will appear in court to consent to such second parent adoption.

11. Future Pregnancies

The parties may, from time to time, attempt subsequent conceptions, with either MARYAM or SUSAN as the Recipient of the sperm donation. The terms and conditions of this Agreement shall apply to any future attempts. The rights and responsibilities of the parties remain the same in relation to any Children so conceived.

12. Term of Agreement

Any party to the Agreement may terminate the Agreement at any time for any

reason by giving written (including email) notice to the other parties. Such termination

shall not be deemed a breach of the Agreement.

            In addition, the parties may, by mutual written consent (including email), extend the term of this Agreement for another term of 3 years or as otherwise agreed.

13. Dissolution of Marriage

The parties agree that in the event that MARYAM and SUSAN dissolve their marriage, KAREEM’s relationship to the Child shall not be preserved and protected.

15. Conflict Resolution Process

The parties agree that they will attempt to resolve any conflict arising out of or

pertaining to this Agreement, outside of the court system. The parties further agree that

they will utilize the options listed below, in the order in which they appear, as a method

of resolving said conflict. The parties agree that, unless otherwise agreed, the initiating party will pay for any expenses incurred in any and all of the following:

Counseling: The parties shall attend no less than one (1) session of joint counseling with a licensed therapist who they have mutually agreed upon. In the event

that the parties are unable to resolve their conflict within that session and do not agree to attend additional sessions, or if the parties are unable to agree on a therapist despite a good faith effort to do so, the parties shall engage a mediator as detailed below.

Mediation: The parties will select a mediator to work with them in resolving their conflict. Each party shall have the opportunity to recommend a mediator and after meeting with each mediator together, the parties shall together select the mediator to engage. The parties agree that they will attend no less than one (1) mediation session and make a good faith effort to work together to resolve their outstanding issues or conflict. In the event that the parties are unable to resolve their conflict within that session and do not agree to attend additional sessions or if the mediator does not think the parties will resolve the conflict through mediation, the parties agree to attempt to resolve the conflict through collaborative practice.

Collaborative Practice: The parties each agree to retain collaborative attorneys and work within the collaborative practice model to resolve their dispute. The parties agree to complete no less than one (1) collaborative meeting with their attorneys and other collaborative professionals, if appropriate. If after one collaborative meeting, the parties are unable to resolve their dispute, either party may terminate the collaborative process. If, after attempting to resolve any issues through the above methods, the parties are unable to do so, either party may proceed with a court action.

15. Legal Questions Not Settled by Statute or Court Decisions

Each party acknowledges and understands that there are legal questions raised by the issues involved in this Agreement which have not been settled by statute or prior court decisions. Notwithstanding the knowledge that certain of the clauses stated herein may not be enforced in a court of law and may even be held invalid, the parties choose to enter into this Agreement and clarify their intent that existed at the time the insemination procedure was implemented by them, as well as their intent during the pregnancy and/or after the birth of the Child.

16. Voluntary Execution and Independent Counsel

Each party acknowledges and agrees that she or he signed this Agreement voluntarily and freely, of his or her own choice, without any duress of any kind whatsoever. It is further acknowledged that each party has been advised to secure the advice and consent of an attorney of his or her own choosing and that each party understands the meaning and significance of each provision in this Agreement.

KAREEM specifically acknowledges that he had the opportunity to retain an attorney of his own choosing, and that MARYAM and SUSAN offered to reimburse KAREEM for said attorney fees incurred herein, however he declined to retain such an attorney.

JOHN specifically acknowledges that he had the opportunity to retain an attorney of his own choosing, however he declined to retain such an attorney.

MARYAM and SUSAN have been represented by Joy S. Rosenthal, Esq., 225 Broadway, Suite 2605, New York, New York  10007, joy@joyrosenthal.com in the preparation of this Agreement.

17. Entire Agreement

This Agreement contains the entire understanding of the parties. There are no promises, understandings, Agreements or representations between the parties other than those expressly stated in this Agreement.

This Agreement has been reviewed and negotiated by all parties hereto, and no provision of this Agreement will be construed against any party on the ground that such party was the drafter of that provision of this Agreement.

18. Severability

In the event any provision of this Agreement should be held to be contrary to, or invalid under the law of any country, state or other jurisdiction, such illegality or invalidity shall not affect in any way any other provision hereof, all of which shall continue, nevertheless, in full force and effect.

19. Governing Law

This Agreement and all of the rights and obligations of the parties hereunder shall be construed and interpreted according to the laws of the State of New York.

20. Rights and Obligations

Each of the respective rights and obligations of the parties hereunder shall be deemed independent and may be enforced independently irrespective of any of the other rights and obligations set forth herein.

21. Amendments

Neither this Agreement nor any provision hereof shall be amended or modified or deemed amended or modified, except by an Agreement in writing duly subscribed and acknowledged with the same formality as this Agreement, except as expressly provided herein.

Any waiver by any of the parties of any provision of this Agreement or any right or option hereunder shall not be deemed a continuing waiver and shall not prevent or stop such party from thereafter enforcing such provision, right or option, and the failure of any of the parties to insist in any one or more instances upon the strict performance of any of the terms or provisions of this Agreement by the other party shall not be construed as a waiver or relinquishment for the future of any such term or provision, but the same shall continue in full force and effect.

22. Agreement Binding

This Agreement and all the obligations and covenants hereunder shall bind the parties hereto, their heirs, executors, administrators, legal representatives and assigns and shall endure to the benefit of their respective heirs, executors, administrators, legal representatives and assigns.

23. Margin Headings

The margin headings do not constitute part of the text of this Agreement.

24. Notices

Any notice or demand (“Notice”) shall be in writing and either delivered by hand or overnight delivery or sent be certified mail/return receipt requested to the party and simultaneously, in like manner, to such party’s attorney, at the addresses set forth in this Agreement, or to such other addresses as shall hereafter be designated by Notice given pursuant to this paragraph.

Each Notice shall be deemed given on the same day if delivered by hand or the following business day if sent by overnight delivery, or the second business day following the date of mailing.

Failure to accept a Notice does not invalidate the Notice.

25. Six Original Documents

This Agreement shall be executed simultaneously in six (6) counterparts, each of which shall be deemed an original and may be introduced in evidence, proved, recorded or otherwise used for any purpose without the production of the counterparts, but all of

which together shall constitute one and the same instrument.

IN WITNESS THEREOF, the parties hereunto have executed this Agreement on the _____ day of February, 2019.

_________________________________

MARYAM BALLARD, Recipient 1

_________________________________

SUSAN BALLARD, Recipient 2

_________________________________

KAREEM JOHNSON, Donor

_________________________________

MARTIN JOHN DAVIS, Spouse of Donor

STATE OF NEW YORK       )

)

COUNTY OF NEW YORK   )

On the _____ day of February in the year 2019 before me, the undersigned,

personally appeared MARYAM BALLARD personally known to me or proved to me

on the basis of satisfactory evidence to be the individual whose name is 

subscribed to the within instrument and acknowledged to me that she executed

the same in her capacity, and that by her signature on the instrument, the

individual, or the person upon behalf of which the individual acted, executed

the instrument.

_________________

Notary Public

STATE OF NEW YORK       )

)

COUNTY OF NEW YORK   )

On the _____ day of February in the year 2019 before me, the undersigned,

personally appeared SUSAN BALLARD personally known to me or proved to me

on the basis of satisfactory evidence to be the individual whose name is 

subscribed to the within instrument and acknowledged to me that she executed

the same in her capacity, and that by her signature on the instrument, the

individual, or the person upon behalf of which the individual acted, executed

the instrument.

_________________

Notary Public

STATE OF NEW YORK       )

)

COUNTY OF NEW YORK   )

On the _____ day of February in the year 2019 before me, the undersigned,

personally appeared KAREEM JOHNSON personally known to me or proved to me

on the basis of satisfactory evidence to be the individual whose name is 

subscribed to the within instrument and acknowledged to me that he executed

the same in his capacity, and that by his signature on the instrument, the

individual, or the person upon behalf of which the individual acted, executed

the instrument.

_________________

Notary Public

STATE OF NEW YORK       )

)

COUNTY OF NEW YORK   )

On the _____ day of February in the year 2019 before me, the undersigned,

personally appeared MARTIN JOHN DAVIS personally known to me or proved to me

on the basis of satisfactory evidence to be the individual whose name is 

subscribed to the within instrument and acknowledged to me that he executed

the same in his capacity, and that by his signature on the instrument, the

individual, or the person upon behalf of which the individual acted, executed

the instrument.

_________________

Notary Public