Palliative Care Quality Network Membership Agreement

Palliative Care Quality Network Membership Agreement This agreement (the Agreement ) is entered into by and between (the Participant ) and the Palliative Care Quality Network ( PCQN ), under the auspices of University of California San Francisco ( UCSF ), a campus under the direction of The Regents of the University of California as of (the Effective Date ). PCQN will bring together established Palliative Care Services ( PCS ) to collect, report, and share a uniform set of operational, clinical, satisfaction, and financial data that will be used to identify and share best practices and to engage in quality improvement (QI) processes that will inform changes in structures and processes of care to align with best practices. Herein the Participant and UCSF may be referred to singularly as a Party or together as Parties. Recitals 1. Participant desires to participate in the PCQN and to adhere to the principles outlined below, established by the PCQN for the development and implementation of best practices and quality improvement in palliative care services 2. UCSF established the PCQN as a voluntary program to collect data on palliative care in order to improve care, outcomes, and patient satisfaction and to determine best practices for the sustainability and effectiveness of palliative care services. 3. PCQN and Participant desire to enter into an agreement setting forth the terms relating to PCQN. Agreement In consideration of the mutual promises set forth below, the Parties agree as follows: 1. PCQN Participants: Hospitals with PCS are eligible to participate in the PCQN. PCQN will require all Participants to enter into this Agreement in order to participate in PCQN. 2. Purpose and Goals of the PCQN: The Participant acknowledges that the purpose of the PCQN is to improve the quality and outcomes of palliative care through: a) Supporting the sustainability, growth, and improvement of PCS by collecting, reporting, and sharing a uniform set of operational, clinical, satisfaction, and financial data to be used to identify and spread best practices. b) Analyzing data collected by PCQN members to understand which structures and processes of care yield the best patient outcomes. c) Disseminating best practices among PCQN members and implementing a multimodal quality improvement (QI) intervention to assist sites in changing structures and processes of care to align with best practices. Page 1 of 13

d) Supporting ongoing data collection to determine if the interventions lead to better care for patients. The PCQN will disseminate findings to members and the field at large and incorporate them into its training programs. 3. Term and Termination: a) The initial term of this Agreement ( Initial Term ) shall be for a period of one (1) year beginning on the Effective Date, unless sooner terminated as provided herein. At the end of the Initial Term and each Renewal Term (as hereinafter defined), if any, this Agreement shall be automatically renewed for an additional term of one (1) year (each a Renewal Term ), unless either of the Parties provides written notice of non-renewal not less than thirty (30) days prior to the end of the applicable Initial Term or Renewal Term. b) Either Party may terminate this Agreement without cause upon thirty (30) days written notice to the other Party. Either Party may terminate this Agreement upon breach by the other party of any material provision of this Agreement, provided such breach continues for five (5) days after receipt by the breaching party of written notice of such breach from the non-breaching party and the non-breaching Party has not given written authorization for a longer time to cure such breach. This Agreement may be terminated immediately upon the occurrence of any of the following events: (1) Either Party closes or discontinues operations to such an extent that program activities cannot be carried out adequately. (2) Participant is unable to collect and submit data in the specified time frame (3) Participant loses its license c) Upon termination of this Agreement, the following will govern the use of data already submitted to the PCQN database: (1) individual site data will remain within the PCQN database, but shall not be used or disclosed in individual form. No reports of individual Participant site s data will be made or produced following the official termination date of this Agreement. (2) individual site data in aggregate form shall remain in the PCQN database and may be included, in aggregate form, in any already produced, in process, or future reports, analyses or publications. 4. Membership: Participant is entering into this Agreement and may terminate the Agreement at any time without cause upon appropriate notice to the PCQN, as defined above. Should the Participant withdraw, it will not be listed in program materials as a member. 5. Leadership: PCQN is led by the director and team at the University of California, San Francisco, who together constitute the Executive Committee. The Executive Committee, Page 2 of 13

in collaboration with the Advisory Board, convenes other committees comprised of members and other experts who together guide and oversee PCQN operations. Fees: Fees for participation in PCQN are outlined in Attachment III. The Participant understands that PCQN does not provide financial support for Participant activities at their institution including clinical care, data entry, and release time to attend PCQN events. It is expected that Participants will procure/provide the necessary resources for participation. 6. Participant agrees to: a) Provide the PCQN with timely, accurate care process and outcome data on palliative care services as such data are outlined and specified by the PCQN. The palliative care processes and outcome data will be collected concurrently. b) Send two team members to each PCQN conference. c) Submit data on an ongoing basis to the PCQN data center ( PCQN Data Center ) no later than 30 days past the discharge date for the patient. Data are to be submitted as specified in instructions provided by the PCQN Data Center. d) Adhere to standard rules of confidentiality on the release of data as specified in Attachment I, attached hereto and incorporated by reference. e) Include only the individual patient identifiers listed in Attachment II, attached hereto and incorporated by reference, in data submitted for inclusion in the PCQN Data base. PCQN shall aggregate the data that it receives from each Participant into the PCQN data set (the PCQN Data Set ). f) Designate a contact person for the PCQN, in writing, who will serve as a liaison between the Participant and PCQN for quality improvement and data collection activities. g) Supply own hardware (i.e., computer) and software necessary for data entry. h) Designate appropriate personnel (e.g., clinical or administrative support staff) to receive training (either in person or by written materials) and, using a form provided by PCQN, or equivalent, test Participant personnel responsible for data collection and data entry on understanding of and adherence to specified protocols to assure a minimum standard of data quality. If site personnel require additional training such training will be provided by the PCQN. i) Develop and maintain an interdisciplinary committee to participate in performance improvement activities with consultation and assistance of the PCQN. Page 3 of 13

j) Allow the PCQN use (including analysis, sharing and publication) of aggregated data for analysis. In providing data to the PCQN, Participant understands that it shall be the only member of the PCQN to view its individual data disaggregated from the PCQN database. No other member of the PCQN, nor PCQN itself, shall be able to use the individual data separate from the aggregate report. k) Notify PCQN immediately of any personnel changes relevant to access to the PCQN Database, particularly the departure of a PCQN Database user. Upon notification by Participant, PCQN staff will deactivate access for all personnel no longer employed by the Participant. 7. PCQN agrees to: a) Provide training sessions and training materials to appropriate clinical and support staff at the Participant site on how to collect and input the required data elements. Training sessions and materials will be made available periodically at no additional cost to attendees. b) Provide data entry forms, a secure data entry web portal, and consultation for data collection and entry for Participant. c) Provide training and technical assistance for data entry. d) Compile data from all participants. Per operation of PCQN s database, once data are uploaded by a member site the data are instantly aggregated and accessible for comparison reporting. The data will reside in the PCQN Database. PCQN will adhere to standard rules of confidentiality on the release of data (see Attachment I Data Use Agreement ). e) Limit access to individual data for each PCQN Participant site to authorized individuals from that site as identified by each Participant. Data uploaded to the PCQN may only be viewed participant-specifically by the Participants who generated and uploaded the individual data and the PCQN for technical purposes. f) Upon request of a PCQN Database user, to permit a PCQN Database user to download aggregated, de-identified data to participants, pursuant to the Membership Agreement to be used for benchmarking and comparison of care and outcomes for best practices determination and quality improvement. g) As the development of the PCQN progresses, PCQN Executive Committee and Quality Improvement Committee, with defined participation of Participant representatives, will select the processes and practices that will be the focus of PCQN quality improvement efforts. h) Provide training and consultation on implementation of best practices. Page 4 of 13

i) Issue log-in information to each authorized site personnel specifically designated by Participant site. Log-in information includes a unique user name and password that enables an individual to securely enter the PCQN database (hereafter defined as User ID ). j) Issue an annual report to all PCQN participants of selected indicators that define best practices. The PCQN will report Participant level data (i.e., data describing specific site outcomes) only to the Participant. Aggregate, de-identified data that describes outcomes for all PCQN sites will be distributed to all sites. 8. Contact Person for Reports. Participant requests that all communications and reports relating to data that have been submitted by the Participant should be made to the following individual(s) [name up to three individuals with the contact information for each in the space provided below], who is/are a member of the Participant's palliative care team and/or committee relating to peer review and/or quality improvement activities: Name Address Email Phone Name Address Email Phone Name Address Contact 1 Contact 2 Contact 3 Email Phone 9. Additional Standard Terms. The Parties understand that this Agreement may not address individualized specific standard terms that certain PCQN Participants are required to incorporate in their agreements. To address such individualized requirements, the additional standard terms set forth in Attachment IV are hereby incorporated into this Agreement by reference and such terms shall supersede any contrary provisions of this Agreement. 10. Independent Contractors. None of the provisions of this Agreement are intended to create any relationship between the Parties other than that of independent entities contracting with each other solely for the purpose of effecting the provisions of this Agreement. Nothing in this Agreement shall constitute or be construed as constituting or intending to Page 5 of 13

create an agency, partnership, joint venture, or employer/employee relationship between PCQN and the Participant. Neither of the Parties, nor any of their respective officers, directors, employees, or agents, shall have the authority to bind the other or shall be deemed or construed to be the agent, employee or representative of the other. Neither Party, nor any of their employees or agents, shall have any claim under this Agreement or otherwise against the other Party for workers compensation or any employee benefits of any kind. 11. Indemnification. Each Party shall defend, indemnify and hold the other Party, their officers, employees and agents harmless from and against any and all liability, loss, or expense (including reasonable attorneys fees) arising from claims for damages arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss, expense, attorneys fees, or claims are caused by or result from the negligent or intentional acts or omissions of the indemnifying Party, its officers, agents, or employees. 12. Insurance. a) Each party agrees to effect and maintain adequate comprehensive general liability and property damage insurance or equivalent programs of self-insurance for the term of the Agreement with combined single limits as follows: (1) Each Occurrence: $1,000,000; (2) Products/Completed Operations Aggregate: $2,000,000; Personal and Advertising Injury: $1,000,000; and General Aggregate: $2,000,000. b) It is expressly understood, however, that the coverages set forth herein shall not in any way limit the liability of any party. Such provision, however, shall only apply in proportion to and to the extent of the negligent acts or omissions of the parties, its officers, agents, and employees. Each party further agrees to maintain such other insurance in such amounts, which from time to time may reasonably be required by mutual consent of the other party against other insurable hazards relating to performance. c) Prior to the commencement of this contract, each party agrees to issue a Certificate of Insurance indicating compliance with the aforementioned insurance coverage requirements. Each party agrees to provide the other party with certificates showing such insurance to be in force, and naming the other party as an additional insured. Each party agrees that it will give the other party thirty (30) days advance written notice of any modification, change, or cancellation of any of the insurance coverage. 13. Notices. Any notice required or permitted to be given to a Party under the provisions of this Agreement shall be deemed given if mailed by certified or registered United States mail, first-class, postage prepaid, or nationally recognized courier service, to the contact and address set forth on the signature page hereof. Either Party may, from time to time, change its notice address by written notice to the other Party in accordance with the provisions of this agreement. Page 6 of 13

14. Severability. If any provision of this Agreement is declared invalid or unenforceable, such provision shall be limited and construed so as to make it enforceable or, if such limitation or construction is not possible, such provision shall be deemed stricken from this Agreement. In such event, all other provisions not stricken from this Agreement shall remain in full force and effect, unless such enforcement would be inconsistent with the purposes of this Agreement. 15. Effect on Prior Agreements. This Agreement supersedes all prior agreements, written or oral, and constitutes the entire Agreement between the Participant and PCQN regarding the subject matter hereof. 16. Miscellaneous. This Agreement shall be binding upon and inure to the benefit of PCQN, the Participant and their successors and assigns. This Agreement shall be governed by and construed under the laws of the State of California, without giving effect to conflict of laws principles. This Agreement may not be modified except in a written amendment signed by both Parties. [SIGNATURE PAGES FOLLOW] Page 7 of 13

On behalf of the Palliative Care Quality Network, I agree to the provisions of participation on this date. Signed: Name: Title: Address: Steven Pantilat, MD Project Director Palliative Care Quality Network University of California, San Francisco 521 Parnassus Avenue, Suite C-126, Box 0131 San Francisco, CA 94143-0131 Phone: (415) 476-9019 FAX: (415) 476-5020 On behalf of (Participant), I agree to the provisions of participation in the PCQN on this date. Signed: Name: Title: Address: Phone: FAX: On behalf of The Regents of the University of California and its San Francisco campus, I agree to the provisions of participation on this date. Signed: Name: John Radkowski Title: Director, UCSF Office of Sponsored Research, Government and Business Contracts Division Page 8 of 13

Attachment I Data Use Agreement This data use agreement (the Agreement ) is by and between the Palliative Care Quality Network ( PCQN ) and the Member Site (Participant) and is effective as of (the Effective Date ). WHEREAS, both the PCQN and Participant (individually a Party and together the Parties ) maintain certain information that each wishes to use and/or disclose for quality improvement, public health, or other purposes permitted under 42 C.F.R. 164.514(e): NOW, THEREFORE, the Parties, in consideration of the mutual promises and obligations set forth herein, the sufficiency of which is hereby acknowledged, and intending to be legally bound, agree as follows: 1. The PCQN shall provide the Participant with access to certain data from its Dataset (defined below and constituting a PCQN Data Set ) in accordance with the terms and conditions of this Agreement and the data policy attached to this Agreement as Attachment II and incorporated herein by reference, and for those purposes described in paragraph 3 below. Participant shall provide the PCQN with certain data (a Participant PCQN Data Set ) in accordance with the terms and conditions of this agreement and outlined in Attachment II and for those purposes described in paragraph 3 below. Under no circumstances shall the PCQN or Participant be required under this Agreement to provide the other Party with any information that does not qualify as part of the PCQN data set. 2. The PCQN may use the PCQN Data Set only for the following purposes: to create a dataset to be used for quality improvement, benchmarking, research and other uses as determined by the PCQN in accordance with the Membership Agreement and with appropriate permission and in accordance with the requirements of the Common Rule under 45 C.F.R. part 46 and the Privacy Rule and related regulations under 45 C.F.R. parts 160 and 164. 3. The Parties agree as follows: a) Not to use or further disclose the PCQN Data Set or any information contained therein other than as permitted by this Agreement or required by applicable law. b) To use appropriate safeguards to prevent use or disclosure of the information other than as provided for by this Agreement. c) Participant may share data items, the PCQN Data Set and PCQN Reports within its own organization for the internal purposes of quality improvement of the care of patients. d) Any use of the PCQN Data Set for publication or research requires prior Institutional Review Board approval and written permission from the PCQN Executive Committee. e) To immediately report to the other Party any use or disclosure of the PCQN Data Set or any part of it not provided for by this Agreement of which the PCQN or Participant or any Authorized Party becomes aware. Page 9 of 13

f) To ensure that any agents, including subcontractors, to whom a Party provides the PCQN Data Set or any part of it agree to the same restrictions and conditions that apply to the Parties under this Agreement. g) Not to use the information contained in the PCQN Data Set to identify the individuals whose information is contained in the PCQN Data Set, nor to contact them under any circumstances. 4. Amendment. The Parties agree to amend the Agreement to the extent necessary to allow either Party to comply with Privacy Standards, the Standards for Electronic Transactions (45 CFR Parts 160 and 162), and the Security Standards (45 CFR Part 142) promulgated, or to be promulgated by the Secretary, or other regulations or statutes. 5. Notice of Request for Data. Each Party agrees to notify the other within five (5) business days of its receipt of any request or subpoena for information exchanged pursuant to this Agreement. To the extent that the Party to whom the subpoena is directed decides to assume responsibility for challenging the validity of the request, the other Party shall cooperate in the challenge. 6. In the event the PCQN or Participant breaches any provision of this Agreement and the breach is not cured within thirty (30) days of notice by the other Party, the non-breaching Party may (i) terminate this Agreement upon notice; (ii) discontinue the further disclosure of protected health information in the future; and (iii) report the inappropriate use or disclosure to the Secretary of the Department of Health and Human Services, and/or to the California Department of Public Health within 5 business days, as appropriate. Further sanctions may apply to the User and/or Authorized Parties under 42 C.F.R. parts 160 and 164, and under California state privacy laws and regulations, including the Confidentiality of Medical Information Act ( CMIA ). 7. Governing Terms. In the event of any conflict between any term or condition in this Agreement and any other agreement, document or communication with respect to the subject matter hereof, the terms and conditions in this Agreement shall govern. PCQN Signature: WHEREFORE, the Parties, through their authorized representatives, hereby accept and agree to the terms and conditions of this Agreement. Name (Printed): Title: Date: Participant Signature: Name (Printed): Title: Date: Page 10 of 13

Attachment II PCQN Database Patient Identifiers The PCQN database will only accept certain data elements as specified in the PCQN Data Set and described on the PCQN website. The PCQN Data Set includes only the following individual patient identifiers: Consult Date Hospital Admit Date Discharge Date Name (individual patient only) Medical record number Encounter number The following individual patient identifiers will not be accepted into the PCQN Database from any site: Postal Address (other than town or city, state, and zip code) Telephone numbers Fax numbers Social Security Numbers Electronic mail (e-mail) addresses Web Universal Resource Locators (URLs) Internet Protocol (IP) address numbers Health plan beneficiary numbers Account numbers Certificate/License numbers Vehicle Identifiers and Serial numbers (e.g., VINs, License plate numbers) Device identifiers and Serial numbers Biometric Identifiers (e.g., finger or voice prints) Full face photographic images and any comparable images Date of Birth Page 11 of 13

Attachment III Payment Terms VERSION 1: For current PCQN members that are not California public hospitals: Effective January 1, 2015, annual membership fees apply for the PCQN. Membership fees are set annually by the PCQN Executive Committee with input from the PCQN Membership Committee and Advisory Board. The PCQN website lists the current membership fee. Membership fees cover attendance by two Participant team members at PCQN conferences (travel not included and is paid by the Participant), database access, data reports with comparisons, financial analysis program, and quality improvement activities and initiatives. VERSION 2: For new members that are not California public hospitals: Annual membership fees apply for participation in the PCQN. Membership fees are set annually by the PCQN Executive Committee with input from the PCQN Membership Committee and Advisory Board. The PCQN website lists the current membership fee. Membership fees cover attendance by two Participant team members at PCQN conferences (travel not included and is paid by the Participant), database access, data reports with comparisons, conference calls, financial analysis program, website, and quality improvement activities and initiatives. VERSION 3: For new and current California public hospital members: Annual membership fees apply for participation in the PCQN. Membership fees are set annually by the PCQN Executive Committee with input from the PCQN Membership Committee and Advisory Board. The PCQN website lists the current membership fee. As a public hospital in California, Participant s membership fees and the cost of travel for two team members to PCQN meetings are covered by funds at UCSF through 12/31/2015. Membership fees cover attendance by two Participant team members at PCQN conferences, database access, data reports with comparisons, conference calls, financial analysis program, website, and quality improvement activities and initiatives. Page 12 of 13

Attachment IV Additional Standard Terms The following additional standard terms have been negotiated by the Parties and agreed to by and between PCQN and the Participant, and these terms shall supersede any contrary provisions of the PCQN Membership Agreement: [Complete only if necessary; of no terms mark None ] Page 13 of 13