Form of Agreement Integrated Care Template Draft JuneAugust Form of Agreement for Community Care Access Centre Services Agreement

Transcription

1 Form of Agreement Integrated Care Template Draft JuneAugust 2010 Form of Agreement for Community Care Access Centre Services Agreement

2 Form of Agreement Integrated Care Template Draft JuneAugust, 2010 Page 2 of 68 SERVICES AGREEMENT FORM OF AGREEMENT THIS AGREEMENT is made and entered into this day of, [insert year] B E T W E E N [Insert full legal name of the CCAC] (hereafter the CCAC ) and [Insert full legal name of the Service Provider] (hereafter the Service Provider ) and [Name of all joint venture participants, if applicable] WHEREAS: 1. In 2009, the Ministry of Health and Long Term Care and the Ontario Association of Community Care Access Centres ( OACCAC ) solicited expressions of interest and a call for proposals from community care access centres in Ontario and their respective services providers for participation in a pilot project to explore the delivery of integrated care to Clients requiring wound care; 2. The CCAC and the Service Provider submitted a joint proposal for the integrated care project that was acceptable to the OACCAC and the CCAC now wishes to retain the Service Provider to perform the Services, as they relate to integrated care for Clients requiring wound care and as such Services are set out in this Agreement; 3. The CCAC and the Service Provider signed an agreement dated as of [date, as amended on [dates]] whereby the Service Provider agreed to provide [Nursing] Services to the CCAC (the Original Agreement ); 4. The CCAC and the Service Provider have amended the Original Agreement to reflect that specified Clients requiring wound care treatment would be redirected to the integrated care program in accordance with this Agreement; 5. The CCAC has received all requisite approvals necessary and has conformed with all requisite laws in accordance with the Applicable Law to permit the CCAC to enter into the Agreement; 6. The Service Provider has represented to the CCAC that it has the skills and ability to deliver the Services to the CCAC and the Clients in an effective manner in the Service Area; and

3 Form of Agreement Integrated Care Template Draft JuneAugust, 2010 Page 3 of The Service Provider has the corporate capacity and authority to enter into the Agreement. NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the CCAC and the Service Provider agree as follows: ARTICLE 1 - AGREEMENT DOCUMENTS 1.1 Agreement Documents (1) The agreement between the CCAC and the Service Provider (the Agreement ) consists of the following documents and each of the following are incorporated by reference into the Agreement and shall be read and construed as an integral part of the Agreement (collectively, the Agreement Documents ): (a) Form of Agreement; (c) General Conditions of the Agreement; Schedules to the General Conditions of the Agreement as follows; (i) (ii) (iii) (iv) Schedule 1 Special Conditions; Schedule 2 Pricing and Compensation Schedule; Schedule 3 Services Schedule or Schedules as listed in the Special Conditions; and Schedule 4 Performance Standards Schedule or Schedules as listed in the Special Conditions; and (d) Attachments to the Schedules to the General Conditions of the Agreement. 1.2 Order of Precedence (1) In the event of any ambiguity or conflict between any of the Agreement Documents the order of precedence shall be as follows, (a) Form of Agreement; (c) (d) (e) (f) Addenda sections that amend the Agreement Documents; Special Conditions (Schedule 1 to the General Conditions); General Conditions of the Agreement; Schedules to the General Conditions; and Attachments to the Schedules to the General Conditions. 1.3 Definitions Unless the context requires otherwise, capitalized words and phrases used but not defined in this Form of Agreement shall have the same meanings as are ascribed to them in the General

4 Form of Agreement Integrated Care Template Draft JuneAugust, 2010 Page 4 of 68 Conditions of the Agreement, Schedules to the General Conditions of the Agreement and Attachments to the Schedules to the General Conditions. ARTICLE 2 - SERVICE PROVIDER S COMPENSATION AND TERMS OF PAYMENT 2.1 Service Provider s Compensation In consideration of the performance by the Service Provider of its obligations under this Agreement, the CCAC hereby agrees to pay to the Service Provider compensation in accordance with the terms and conditions of the Agreement. ARTICLE 3 - EFFECTIVE DATE AND STARTING DATE 3.1 Determination of Effective Date and Starting Date The Effective Date and the Starting Date for the Agreement shall be determined in accordance with the General Conditions of the Agreement. ARTICLE 4 - AMENDMENTS TO AGREEMENT DOCUMENTS 4.1 Amendments (1) In accordance with GC Section 14.4, the Parties agree to the following amendments to the Agreement. 4.2 Amendments to the General Conditions (1) GC Section 1.1 is amended as follows: (a) the definition of CCAC Background Technology is amended by adding the words works, processes, methodologies, following the word know-how ; (c) the definition of Service Provider Background Technology is amended by adding the words works, processes, methodologies, following the word knowhow ; and the definition of Third Party Background Technology is amended by adding the words works, processes, methodologies, following the word know-how. (2) (1) GC Section 3.2 is amended by adding the following as new GC Section 3.2(6) and GC Section 3.2(7): (6) The Parties acknowledge and agree that unless prior written approval of the CCAC is obtained, (a) the Service Provider shall subcontract with [Insert legal name of PSW service provider] for the delivery of all Personal Support and Homemaking Services to Clients; the Service Provider shall subcontract with [Insert legal name of Physiotherapy service provider] for the delivery of all Physiotherapy Services to Clients;

5 Form of Agreement Integrated Care Template Draft JuneAugust, 2010 Page 5 of 68 [Note: The CCAC may add additional provisions if other existing service providers will be subcontracted by the Service Provider to provide certain wound care services (for example, Occupational Therapy Services).] (7) The Service Provider shall not replace the Subcontractors identified in GC Section 3.2(6) without prior written approval of the CCAC. (3) GC Section 6.1 is amended as follows: (a) GC Section 6.1(2) is deleted in its entirety and replaced with the following: (2) As between the Parties, all right, title and interest in and to the Service Provider Background Technology and the Third Party Background Technology, including without limitation any Intellectual Property Rights and proprietary rights relating thereto shall belong and will continue to belong to Service Provider. The Service Provider hereby grants to the CCAC: (a) a non-exclusive, worldwide, royalty-free, fully paid-up and transferable license to use, copy, reproduce and modify the Service Provider Background Technology that is used in connection with the Integrated Client Care Project; and a perpetual non-exclusive, worldwide, royalty-free, fully paid-up and transferable license to use, copy, reproduce and modify the Service Provider Background Technology that is incorporated in any deliverables relating to the Integrated Client Care Project, including the CCAC Works, and to sublicence such rights to other community care access centres and to its other service providers. Unless otherwise agreed by the Parties, in the event that any Third Party Background Technology is used in connection with the Integrated Client Care Project or incorporated in any deliverables relating to the Integrated Client Care Project, including the CCAC Works, Service Provider shall obtain all necessary rights from the third party owners of such Third Party Background Technology in order to grant to CCAC sublicences similar to those listed in GC Section 6.1(2) (a) and ; (2) GC Section 6.1(3) is amended by adding the following as a new GC Section 6.1(6):words,and all modifications, enhancements and improvements thereto following the words relating thereto ; [Note: Revision to GC Section 6.1 to reflect ICCP Project are forthcoming.] (c) GC Section 6.1(4) is deleted in its entirety and replaced with the following: (4) The Service Provider agrees that the CCAC shall own all right, title and interest in and to any work developed by the Service Provider as part of the provision of the Services or by the Service Provider and the CCAC jointly as part of the provision of the Services, including any Intellectual Property Rights and proprietary rights relating thereto and Care Pathway Works (the CCAC Works ). The Service Provider undertakes to obtain from all authors of the CCAC Works

6 Form of Agreement Integrated Care Template Draft JuneAugust, 2010 Page 6 of 68 (d) waivers of all moral rights that such authors may have in the CCAC Works and execute such further documents and perform such further acts as may be necessary to record, perfect or confirm the grant of right, title and interest as agreed to by the Service Provider pursuant to this GC Section 6.1(4). Care Pathway Works means any modifications, enhancements and improvements to the Service Provider Background Technology that relates to a client care pathway. For clarity, any modifications, enhancements and improvements to the Service Provider Background Technology or the Third Party Background Technology other than the Care Pathway Works shall be deemed to be included in the definition of the Service Provider Background Technology and Third Party Background Technology, as applicable, and shall be subject to the licence granted in the GC Section 6.1(2). GC Section 6.1(5) is deleted in its entirety and replaced with the following: (5) The CCAC hereby grants to the Service Provider and the Service Provider s Subcontractors a non-exclusive, worldwide, royalty-free, fully paid-up and transferable licence to use the CCAC Background Technology and the CCAC Works solely in connection with the provision of the Services during the Term. 7.2(7): (4) (3) GC Section 7.2 is amended by adding the following as a new GC Section (7) Without limiting the CCAC s rights pursuant to GC Section 7.2(1) and (2), the Service Provider agrees that data and statistics relating to the Integrated Client Care Project, including with respect to the quality of performance, care pathways, service delivery, wound care healing times, number, type and frequency of visits received per Client and Client satisfaction may be collected by the CCAC and the CCAC may disclose such information to any community care access centre in Ontario, the Local Health Integration Networks in Ontario, the Ontario Association of Community Care Access Centres and the Ontario Ministry of Health and Long-term Care. The Service Provider further acknowledges that the disclosure of information by the CCAC pursuant to this GC Section 7.2(7) will not be on a no-names basis : (5) (4) GC Section 10.2 is amended by adding the following as a new GC Section Changes Relating to the Integrated Client Care Project (1) Notwithstanding GC Sections and , the CCAC may propose a change, modification, addition or deletion to the Parties respective obligations pursuant to the Services Schedule to the other Party in accordance with this GC Section (an Integrated Care Change ). (2) The Parties acknowledge and agree that they are engaged in an innovative pilot project to test an integrated care service delivery model and that Changes covered by this GC Section shall relate solely to the Integrated Client Care Project. The Parties further agree that they will amend the allocation of responsibilities in the Services Schedule by way of an adjustment to the Services Schedule (a

7 Form of Agreement Integrated Care Template Draft JuneAugust, 2010 Page 7 of 68 Services Schedule Adjustment ) and the methodology for developing Services Schedule Adjustments is set out in GC Section (3). (3) If the CCAC wishes to propose a change contemplated in GC Section (1), the CCAC shall provide a draft Services Schedule Adjustment to the Service Provider ( the Draft Services Schedule Adjustment ) setting out the following information: (a) the effective date of the proposed Integrated Care Change; the period of time the proposed Integrated Care Change will be effective; (c) the proposed Integrated Care Changes in detail, including reference to the relevant sections of the Services Schedule; and (d) any previous Services Schedule Adjustments that are superseded. (4) The Service Provider shall, no later than 5 Business Days following receipt of the Draft Services Schedule Adjustment either, (a) execute the Draft Services Schedule Adjustment; or propose any amendments to the Draft Services Schedule Adjustment. If the Service Provider proposes any amendments to the Draft Services Schedule Adjustment, the Parties shall promptly meet to discuss the proposed amendments and shall use commercially reasonable efforts to agree on any revisions. (5) Once the Service Provider has executed the Draft Services Schedule Adjustment, it shall promptly send the executed copy of the Services Schedule Adjustment to the CCAC and the CCAC will promptly execute it. A Services Schedule Adjustment will not be effective until it is executed by both the CCAC and the Service Provider. (6) The Service Provider acknowledges that it shall not be entitled to any adjustment to the Prices arising from the Services Schedule Adjustments, unless otherwise agreed by the CCAC. For clarity, the Parties shall not amend the Prices by way of Services Schedule Adjustment. Any amendments to Prices shall be agreed by both Parties in writing.

8 Form of Agreement Integrated Care Template Draft JuneAugust, 2010 Page 8 of Amendments to the Services Schedule (1) Section 1.1 of each of the Services Schedules listed in the Special Conditions is amended by: (a) deleting the definition of Client and replacing it with the following: Client means any individual determined by the CCAC to be eligible to receive wound care treatment as part of the Integrated Client Care Project; and adding the following definition of Integrated Client Care Project following the definition of Initial Report : Integrated Client Care Project means a pilot project of the CCAC and the Service Provider to provide wound care treatment to Clients using an integrated care model to Clients who are determined by the CCAC to be eligible to participate in the pilot project.

9 Form of Agreement Integrated Care Template Draft JuneAugust, 2010 Page 9 of 68 IN WITNESS WHEREOF the CCAC and the Service Provider have caused this Form of Agreement to be duly executed by their duly authorized representatives. EXECUTED as of the date first written above. [Insert full legal name of the CCAC] By: Name: Title: [Insert full legal name of the Service Provider] By: Name: Title: [Insert full legal name of any other signatories to the Agreement and add signing lines] By: Name: Title: