EUGENE WASHINGTON PCORI ENGAGEMENT AWARD PROGRAM: SERVICES CONTRACT AGREEMENT

Transcription

1 EUGENE WASHINGTON PCORI ENGAGEMENT AWARD PROGRAM: SERVICES CONTRACT AGREEMENT THIS AGREEMENT is made this day of, 2014 (the Effective Date ) between the Patient-Centered Outcomes Research Institute, a District of Columbia nonprofit corporation whose principal office is at 1828 L Street, NW, Washington DC (hereinafter referred to as "PCORI"), and whose principal office is at (hereinafter referred to as "Contractor") (this Agreement ). WHEREAS, PCORI is an independent, nonprofit organization authorized by federal law that helps people make informed healthcare decisions and improves healthcare delivery and outcomes by producing and promoting high integrity, evidence-based information that comes from research guided by patients, caregivers and the broader healthcare community; WHEREAS PCORI has launched the Eugene Washington PCORI Engagement Award program to help PCORI s work addressing the active integration of patient, stakeholder, and research communities in the research process. Among other things, the Engagement Award program serves as a mechanism for PCORI to contract for the development of background papers, landscape reviews, and white papers to inform PCORI s work in engagement, including to help it develop an informed community to understand and/or to participate in patient-centered outcomes research and to enhance PCORI s ability to disseminate research findings resulting from comparative effectiveness research funded by PCORI WHEREAS, PCORI seeks the services of a contractor to [complete a landscape review; develop a white paper] addressing.... WHEREAS, Contractor has expertise that is useful and needed by PCORI; and WHEREAS, PCORI wishes to engage Contractor to provide services and deliverables to PCORI as set forth in this Agreement (collectively, Services ). NOW, THEREFORE, in consideration of the mutual promises and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by PCORI and the Contractor, IT IS AGREED: 1. Scope of Services. Contractor agrees to perform the Services as set forth in this Agreement, including as described and on the schedule, structure and format provided in the attached Appendix A, Statement of Work (which is hereby incorporated into this Agreement by 1

2 reference), which may be modified from time to time by PCORI subject to the written consent of Contractor. Contractor shall provide all Services in a good and professional manner, in accordance with the Statement of Work and other terms of this Agreement, and in compliance with all applicable laws, regulations and legal requirements. Contractor shall perform and complete the Services consistent with the timeline identified in the attached Scope of Work, set forth in Appendix A. This timeline may only be modified by the Contractor with PCORI s written consent. 2. Term and Termination Term. The term of this engagement shall begin on the Effective Date and shall extend until (the Termination Date ), unless earlier terminated as set forth herein. This Agreement may only be extended by the mutual written consent of the parties for such period as the parties may agree Either PCORI or the Contractor may terminate this Agreement immediately upon written notice to the other in the event of the other's insolvency, fraud, willful misconduct, death or dissolution PCORI may terminate this Agreement without cause upon thirty (30) days written notice to the Contractor. In the event of termination without cause by PCORI, Contractor will be paid for all Services performed as of the date of termination. 3. Payment. PCORI will pay Contractor for the Services provided under this Agreement as set forth herein, including in Appendix B (which is hereby incorporated into this Agreement by reference). Contractor will submit invoices to PCORI to the PCORI Finance Department via its address: finance@pcori.org. 4. No Subcontract. Contractor may not subcontract or assign all or any part of the Services to be provided under this Agreement without prior written approval of PCORI. 5. Intellectual Property. Contractor acknowledges and agrees that the documents, materials, interviews, papers, and reports created under this Agreement (the Works ) is a work-forhire as contemplated by Section 201(b) of the United States Copyright Act of 1976, 17 U.S.C. 201(b), and that PCORI is the legal owner for purposes of copyright ownership. Contractor hereby transfers and assigns to PCORI all of Contractor s right, title and interest, including, without limitation, the copyright, in and to the Works, it being the intention of Contractor that PCORI shall own exclusively for the life of the copyright in the Works, all such rights in and to the Works. This ownership of copyright shall cover not only the final versions of the Works, but shall cover as well all drafts, notes and other preparatory documents created by Contractor (including its employees and contractors), whether or not such drafts, notes and other preparatory documents have actually been physically delivered to PCORI. Contractor represents and certifies that the Works will not infringe the intellectual property rights of any person or entity and that PCORI will have exclusive, full, unrestricted, and perpetual rights to use the Works. 2

3 5.1 [[OPTIONAL]]License. PCORI grants Contractor a limited, non-exclusive and royalty free license to publish other paper(s) derived from the Works created under this Agreement, with or without participation of PCORI representatives, but Contractor shall not publish the report or any part of the report created under this Agreement. The Contractor shall acknowledge PCORI funding in any such derivative publication. The Contractor shall state explicitly that the publication does not necessarily represent the views of PCORI unless the publication includes PCORI representatives as co-authors and has been reviewed and approved by PCORI. Contractor shall not sublicense the Works, in whole or in part, to any third party without the express written consent of PCORI. PCORI retains ownership of all rights under copyright in the Works, and all rights not expressly granted in this Agreement. 6. Independent Contractor/Agency. Contractor agrees its performance of this Agreement is that of an Independent Contractor and not PCORI s employee, for all purposes, including, but not limited to, the application of the Federal Insurance Contribution Act, the Social Security Act, any applicable state worker s compensation act or unemployment insurance act, the provisions of the Internal Revenue Code, applicable state and local revenue and taxation laws and the Fair Labor Standards Act minimum wage and overtime payments provisions. Accordingly, Contractor shall indemnify and hold PCORI harmless from and against all losses, damages, penalties, interest, attorney s fees and costs arising or incurred in the defense of any claim made against PCORI with respect to the application of the above laws to Contractor for performance of or payment for the Services under this Agreement. Contractor shall pay all applicable withholding and self-employment taxes in connection with any compensation received from PCORI for services. Contractor (including its employees and contractors) is not entitled to nor shall Contractor (including its employees and contractors) participate in any of PCORI s pension, health or other fringe or employee welfare benefit plans PCORI and the Contractor agree that this Agreement is not intended to create an agency, joint-venture, partnership or employment relationship of any kind; and both agree not to contract any obligations in the name of the other or to use each other's credit in conducting any activities under this Agreement. Contractor (including its employees and contractors) has no authority hereunder to make any statement, representation, or commitment of any kind on behalf of PCORI or to bind PCORI to the performance of any duties, or accept any responsibilities on behalf of PCORI. Contractor (including its employees and contractors) shall not hold itself out to third persons as purporting to act on behalf of, or serving as the agent of, PCORI. Contractor (including its employees and contractors) shall not enter into any contract or agreement on behalf of PCORI without PCORI s express written authorization. 7. Indemnification. Contractor agrees to indemnify, defend and hold PCORI and its directors, officers, employees, agents, and volunteers harmless with respect to any and all claims, losses, damages, liabilities, judgments, or settlements, including reasonable attorney's fees, costs, and other expenses incurred by PCORI on account of or arising from any negligence 3

4 or willful misconduct of Contractor (or any of its officers, employees, agents, contractors, or affiliates), any breach of this Agreement by Contractor or any infringement or violation by the Services or Works of any copyright or property right; and until such claims or suit has been settled or withdrawn to PCORI's satisfaction, PCORI may withhold any sums due the Contractor under this Agreement. PCORI agrees to indemnify and hold Contractor and its directors, officers, employees and agents harmless with respect to any and all claims, losses, damages, liabilities, judgments, or settlements, including reasonable attorney's fees, costs, and other expenses incurred by Contractor on account of or arising from any negligence or willful misconduct of PCORI. PCORI and the Contractor will promptly notify each other upon receipt of any claim or legal action arising out of activities conducted pursuant to this Agreement. 8. Insurance. Contractor will at its own cost and expense obtain and maintain in full force and effect during the term of this Agreement and for two (2) years thereafter: general liability and professional liability insurance with coverage for any of services rendered by Contractor hereunder with policy limits of at least $1 million per occurrence and $3 million in the aggregate; and b) any such other insurance coverage that is appropriate for Contractor s field and adequate to meet Contractor s obligations under this Agreement. 9. Confidentiality and Non-Disclosure. Contractor recognizes during the course of performing its obligations under this Agreement, it is likely to receive, develop, encounter, acquire or otherwise possess information that is, or could reasonably be, considered as proprietary or confidential of PCORI, including, without limitation, information concerning the assets, liabilities, operations, methods, affairs, financial condition, projections, studies, research or research award information, contracts, Board, Committees, products, services, plans or prospects, possible collaborations or affiliations, analyses, compilations, methodologies, source code listings, computer programs, studies, reports, records or other non-public documents or materials of or relating to PCORI (the Confidential Information ). Confidential Information shall include the terms and conditions of this Agreement. CONTRACTOR agrees that it will hold all such Confidential Information in confidence and (a) will not disclose Confidential Information to any third party nor give any third party access thereto without the prior written consent of PCORI, nor (b) use any Confidential Information except for the sole purpose of performing its obligations under this Agreement; provided, however, that the foregoing will not apply to the extent Contractor is, in the opinion of legal counsel, required to disclose any Confidential Information by applicable law or legal process as long as Contractor promptly notifies PCORI of such pending disclosure and consults with PCORI prior to such disclosure as to the advisability of seeking a protective order or other means of preserving the confidentiality of the Confidential Information. If the Contractor is so required to disclose any Confidential Information, Contractor will use reasonable efforts to obtain assurances that the information so disclosed will continue to be afforded confidential treatment. Notwithstanding the above, Confidential Information does not include any information that (i) was known to Contractor prior to disclosure by PCORI as demonstrated by its written records; (ii) is or becomes public knowledge available through no wrongful act of Contractor (e.g., through presentation at a public meeting, posting on a website, or 4

5 publication in scientific or non-scientific print media); or (iii) is or becomes available to Contractor without obligation of confidence from a source having the legal right to disclose that information. Contractor further agrees that it will adopt reasonable precautions to guard against unauthorized release of any Confidential Information. At any time upon written request of PCORI, Contractor shall promptly redeliver to or destroy at PCORI s direction, all written material in any media or format whatsoever containing, reflecting or in any way derived from the Confidential Information (including notes, summaries, copies, extracts or other reproductions, in whole or in part). Within ten (10) days of redelivery or destruction, Contractor shall certify in writing to PCORI that the Confidential Information was redelivered or destroyed. The redelivery or destruction of the Confidential Information shall not in any way relieve Contractor of its obligation of confidentiality. 10. Use of Names or Marks; Publicity. Contractor shall not use the PCORI name or logo without the prior written consent of PCORI. Contractor shall not represent, directly or indirectly, that Contractor or any product or service has been approved or endorsed by PCORI without PCORI s prior written consent. Any publicity or public statement relating to this Agreement shall be subject to the advance written approval of PCORI, including as to content and timing. 11. Conflicts of Interest. Contractor acknowledges and agrees that PCORI will require Contractor to sign a conflict of interest disclosure statement. Contractor agrees to disclose any conflicts of interest on the part of Contractor that has the potential to bias or has the appearance of biasing its obligations under this Agreement. Contractor warrants that there is no undisclosed conflict of interest in Contractor s other contracts or agreements or other employment or in the operation of Contractor s business with the Services to be performed under this Agreement. 12. Waiver. Either party's waiver of, or failure to exercise, any right provided for in this Agreement shall not be deemed a waiver of any further or future right under this Agreement. 13. Survival. Provisions of this Agreement that by their nature and context are intended to survive termination or expiration of this Agreement shall survive such termination or expiration, including but not limited to obligations of confidentiality, indemnification, intellectual property, and use of names and marks and publicity. 14. No Assignment. This Agreement may not be assigned by Contractor without the prior written consent of PCORI. 15. Notices. All notices and other communications required by this Agreement shall be in writing and shall be delivered either by mail delivery or by . If delivered by mail, notices shall be sent by overnight mail delivery; or by certified or registered mail, return receipt requested; with all postage and charges prepaid. All notices and other written 5

6 communications under this Agreement shall be addressed as indicated below, or as specified by subsequent written notice delivered by the party whose address has changed. If to PCORI: Contractual and Financial Matters: Attn: Pam Goodnow, Director of Finance PCORI 1828 L Street, NW Suite 900 Washington, DC pgoodnow@pcori.org Invoices Sent to: finance@pcori.org If to Contractor: Name: Company: Address: Phone: EIN or SS #: 16. Governing Law. This Agreement shall be governed in all respects by the laws of the District of Columbia (without giving effect to principles of conflicts of law thereunder). All suits or other proceedings arising out of this Agreement shall exclusively be brought in the courts of the District of Columbia, and Contractor consents to the jurisdiction of such courts for purposes hereof. 17. Captions. The captions of each paragraph of this Agreement are inserted solely for the reader's convenience, and are not to be construed as part of the Agreement. 18. Severability. If any term or provision of this Agreement shall be invalid or unenforceable in any respect, such term or provision shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining terms of such provision or the remaining provisions of this Agreement. 19. Amendment. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior writings or oral agreements concerning the subject matter hereof. This Agreement may be amended only by a writing clearly setting forth the amendments and signed by all parties thereto. 6

7 20. Authority. The parties executing this Agreement represent that they have the authority to enter into and bind Contractor and PCORI, respectively. 21. Counterparts. To facilitate execution, this Agreement may be executed in as many counterparts as may be required. All counterparts shall collectively constitute a single Agreement. This Agreement may be executed through delivery of duly executed signature pages by facsimile or electronic transmission. IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement as of the date first set forth above by its duly authorized signatory. Patient-Centered Outcomes Research Institute By: Print Name: Title: Date: Contractor By: Print Name: Title: Date: 7

8 APPENDIX A: STATEMENT OF WORK During the Term of this Agreement, the parties agree that Contractor s principal duties shall be as generally outlined in this Appendix A, which will be, in compliance with the terms of this Agreement. CONTRACTOR shall provide reports in person, in writing, by phone, or electronically to PCORI to such person identified by PCORI about the work performed under this Agreement with such frequency as is reasonably requested by PCORI. Principal Duties: Insert detailed description of duties and stages of services Expected Deliverables. Insert detailed narrative or list expected of deliverables and form of deliverables. Timeline and Deadlines Insert expected time frame, milestones, deadlines, and timeframes. It may be appropriate to include a chart to reflect requirements, responsibilities, and deadlines. 8

9 APPENDIX B: Fees and Payment PCORI shall pay Contractor for the work required under this Agreement as set forth in this Agreement, including this Appendix B. PCORI agrees to pay a total of $ for completion of all the services, deliverables, and work required under this Agreement [[Alternatives: installment payments based on successful completion of deliverables: PCORI agrees to pay Contractor for the services, deliverables, and work required under this Agreement based on its successful completion of the work, as set forth below: (consider adding chart that includes dates of deliverables and related payment). OPTIONAL: Expenses (not appropriate for all contracts) PCORI shall reimburse Contractor for reasonable and necessary out-of-pocket expenses incurred in performance of Contractor s obligations under this Agreement, consistent with applicable PCORI policies and procedures. Any expenses over $50 and all long distance travel and lodging expenses must be approved by PCORI in advance and substantiated with appropriate documentation. OR Contractor shall be responsible for all expenses required to perform the services under this Agreement, including business expenses such as shipping, printing, telephone conferences copying, phone calls, and travel. The fees [[and expenses]] may be modified only by written consent of both parties. Submission and Payment of Invoices Contractor will submit invoices to PCORI according to the following schedule. [Insert schedule}. Such invoices shall include a time, work, [and expense] report indicating the time worked, the work performed, and [expenses]. amounts due from PCORI All invoices must be submitted to the finance department via their address: finance@pcori.org. PCORI shall pay Contractor all undisputed charges within thirty (30) days of receipt of each invoice. 9