Head Agreement between the Improvement Foundation (Australia) Limited ACN 122 939 299 (IF) and the Health Service as specified above.
IF will provide the Health Service with access to IF’s online web portal qiConnect. The Health Service and IF may seek to collaborate and work together on Programs. IF may wish to engage the Health Service from time to time to provide the Services to assist IF in carrying out Programs and the Health Service has agreed to do so on the following terms:
PART A: AGREEMENTS AND OBLIGATIONS
1. An Agreement is formed each time the Health Service accepts a Proposal issued by IF, or the parties otherwise agree in writing the terms for the provision of Services. The Health Service may accept a Proposal by signing a Proposal, by written notice or online confirmation to IF. Each Agreement will comprise of these Conditions and the applicable Proposal. Where there is any inconsistency between the terms of these Conditions and a Proposal the terms of the Proposal will prevail.
PART B: TERM AND TERMINATION
2. These Conditions and Services will commence on the Commencement Date and end when terminated as specified in the Proposal or as directed by IF. IF may terminate these Conditions without cause. The Health Service may terminate by giving IF not less than 20 Business Days written notice. To avoid doubt, in such circumstances these Conditions will remain in force in respect of any existing uncompleted Agreements.
3. IF may terminate any or all Agreements immediately by notice in writing if the Health Service (a) commits any material breach of the terms and conditions of an Agreement (i) which is not capable of remedy, or (ii) which is capable of remedy but which is not remedied within 5 Business Days of notice from IF, or (b) becomes subject to a Bankruptcy Event, being a partnership, dissolves, threatens or resolves to dissolve or is in jeopardy of dissolving, or ceases or threatens to cease conducting its business. On the termination of any Agreement relevant clauses will survive and continue in full force.
PART C: PAYMENT AND EXPENSES
4. IF agrees to pay or reimburse the Health Service for any expenses and disbursements specified in a Proposal and any expenses and disbursements agreed with the Health Service in writing (Expenses). IF will pay the Health Service for properly incurred Expenses within 30 days of receipt of a claim and supporting documentation in respect of the same.
PART D: CONFIDENTIAL INFORMATION AND IP
5. Subject to these Conditions, the Health Service will not disclose Confidential Information to any third party without the prior written consent of IF.IF may disclose to a Client that the Health Service is performing the Services and the terms of these Conditions and the applicable Agreement.
Intellectual Property Rights
6. In respect of any Existing Intellectual Property of the Health Service which is provided to IF or used in providing the Services, the Health Service grants IF a perpetual, royalty free, non-exclusive, transferable licence to use and utilise such Existing Intellectual Property (including a right to sublicense) for any purpose including in IF’s general conduct of its business and to carry out a Program and comply with any Agreements. IF does not transfer any right or title in any Intellectual Property it makes available to the Health Service and the Health Service may only use the same to carry out its obligations under an Agreement. The Health Service warrants that the New Intellectual Property and Existing Intellectual Property will not infringe the Intellectual Property rights of any third party.
7. All New Intellectual Property created by the Health Service in performing the Services will be owned by IF immediately on creation and the Health Service will not be entitled to any additional payment for the same.
8. The Health Service will not be required to provide data which contains Personal Information (being information about a patient of the Health Service whose identity is apparent, or can reasonably be ascertained, from the information). IF agrees that it will comply with all applicable laws in respect of any Personal Information which is provided by the Health Service.
9. The Health Service will retain ownership of data but grants IF for free a perpetual licence to use the data as set out in these Conditions and for carrying out Programs and as specified in any Proposal; to use data for the preparation and production of aggregated reports required to carry out Programs and as specified in any Proposal, including but not limited to graphs and diagrams and to help improve the Health Service’s performance. IF agrees to delete all data submitted by the Health Service if requested by the Health Service in writing, or on termination of this agreement but IF will be entitled to continue to use any aggregated reports or data which have been derived (in whole or in part) from the Health Service’s data.
PART E: OTHER PROVISIONS
IF Web Portal
10. During the Term of an Agreement IF grants the Health Service a limited, non-exclusive, non-transferable licence to use qiConnect to the extent required for the Health Service to submit data for quality improvement purposes, view a range of reports and graphs representing Health Service data and access quality improvement resources and general quality improvement activities conducted by IF.
11. The Health Service acknowledges and agrees that IF is not liable to the Health Service for any loss or damage incurred by: qiConnect and its contents being unavailable from time to time; a failure by IF to back up data or for any error in any such backups; the loss of the data resulting from the failure or destruction of IF’s server or any other cause including computer viruses; and/or any errors or defects in the data or errors in any tool comprised in qiConnect.
Risk and Indemnity
12. The Health Service will at all times indemnify IF from and against any loss, cost, expense (including legal costs and expenses), or liability incurred by IF arising from any third party claim against IF, which arises because the Health Service (or its Consultants) breach these Conditions or an Agreement or arising from the wilful, negligent or unlawful act or omission of the same.
13. Subject to this clause, the parties agree that neither party will be liable to the other party for any consequential, contingent, special, indirect or economic (including loss of profits) loss, damage or expense with respect to any breach by a party of an Agreement, for negligence or on any other basis in respect of or in connection with an Agreement. This clause does not apply in respect of the Health Service where the Health Service is in breach of the warranty.
14. The person below who accepts this Head Agreement and so enters into an Agreement for and on behalf of the Health Service warrants to IF (a) that they are authorised to accept this Agreement and the result of the same will be a binding Agreement between IF and the Health Service, and (b) all information submitted by the same below and above on this webpage are true and correct. This Agreement will only become binding if the submission by the Health Service via this page is confirmed by IF as being properly completed by the Health Service.
PART F: MEANINGS IN THIS AGREEMENT
Available online at http://improve.org.au/aboutouragreements/