The Kenneth B. Schwartz Center (the “Schwartz Center”) is pleased to present this letter to ORGANIZATION (“Site”) confirming our shared commitment to the promotion of compassionate health care and our agreement to conduct the Schwartz Center Roundsâ.   The details of our collaboration are set forth as follows:

A.            Site’s Obligations
               
1.             Site will conduct the Schwartz Center Rounds using the general format created by the Schwartz Center.  In the event that Site desires to deviate in any material respect from this format, Site will send a written request for prior approval to the Director of Programs at the Schwartz Center, either by letter or by e‑mail addressed to mstanzler@partners.org, or to such other individual as the Schwartz Center may request.  Site’s request will contain a description of the proposed change(s) and a supporting statement as to how the proposed change(s) are expected to enhance the Schwartz Center Rounds in a manner consistent with the purpose of the Rounds. Site will not implement any proposed material changes prior to receiving written approval from the Schwartz Center.

2.             The parties agree that the Schwartz Center Rounds differ from typical clinical rounds in that the focus of the Schwartz Center Rounds is the social and emotional issues that arise in caring for patients.  Site agrees to respect the integrity of the focus of the Schwartz Center Rounds, and not to combine the Schwartz Center Rounds with other clinical rounds. 

3.             Unless otherwise agreed, Site will conduct the Schwartz Center Rounds at least six (6) times per year. Site will provide the Schwartz Center with a schedule of dates for the Rounds on a yearly basis, and topics as soon as they are determined.  Site will notify the Schwartz Center of any changes to its schedule of dates for the Rounds.  Consistent with the format provided by the Schwartz Center, Site shall conduct the Rounds for a multidisciplinary audience, using panelists from a variety of disciplines (e.g., physicians, nurses, social workers, etc.). 

4.             In order to assure that all staff participating in the Schwartz Center Rounds may obtain the full benefit of such participation, Site will require that all staff comments made during the Schwartz Center Rounds remain confidential, and will not use such comments for other purposes; provided, however, that subject to paragraph 10 Site may audiotape the Schwartz Center Rounds to facilitate the preparation of articles for professional journals or for posting a “Case of the Month” on the Schwartz Center website.   No audiotape or sound files will be posted on the Schwartz Center website.  Although the Rounds do not involve the use or disclosure of individually identifiable patient information or protected health information as those terms are defined under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (“HIPAA”), since Site is a covered entity for purposes of HIPAA, the parties agree that all protected health information that is incidentally or inadvertently disclosed in connection with the Schwartz Center Rounds will be kept confidential.  Site will ensure that as a condition of participation, all participants in the Rounds agree to abide by these conditions.

5.             Site will participate in Schwartz Center follow-up initiatives, including evaluations of the Schwartz Center Rounds, the Site, or the Schwartz Center generally.  Site will complete an evaluation for each Rounds and send the results in summary form to the Schwartz Center within one (1) month following the applicable Rounds.  The Schwartz Center will provide Site with a form for this evaluation.  Additionally, at each Rounds, the Rounds leader  will encourage all Rounds participants to place their business cards in the Schwartz Center’s business card collection box so that the participants may be added to the Schwartz Center’s mailing list and receive Schwartz Center newsletters, conference and event announcements, and other information about the Schwartz Center.  Collected business cards will be mailed to the Schwartz Center following each Rounds.

6.             Site will use funds provided under this agreement solely for the purpose of conducting the Schwartz Center Rounds, and for no other purpose, including but not limited to the general operating budget of Site, and will maintain a record of expenditures of Schwartz Center funds.  The Schwartz Center will have the right to review such records upon reasonable advanced written request for purposes of verifying Site’s compliance with the terms and conditions of this letter.  Failure to comply with this or any other terms of this letter or failure to cure a breach within the reasonable time frame requested by the Schwartz Center may result in the loss of funding, the loss of the right to conduct the Schwartz Center Rounds and/or an immediate demand for repayment of pre-paid funds.   The Schwartz Center may terminate this agreement and request the return of prepaid funds in the event that the Site ceases to conduct the Rounds and fails to either resume or make good faith efforts to resume the Rounds within six (6) months following its last Rounds. 

7.             Site acknowledges that any grant applications to the Schwartz Center will be reviewed on their respective merits, based on the Schwartz Center’s then existing grant guidelines and that participation in the Schwartz Center Rounds does not ensure additional funding from the Schwartz Center for any other program.

8.             The Rounds will be funded in accordance with this Section 8.   

                a.             Funds distributed pursuant to this letter will pay for the Rounds facilitator and food (collectively “Direct Costs”) for the first year, defined as 12 Rounds or 24 months, whichever comes first.  The cost of food and drink per person will not exceed eight dollars ($8.00).  Prior to receiving funds, Site will conduct two (2) Rounds to determine the average cost per Rounds.  Site will then submit an invoice (template to be provided) to the Schwartz Center for the first year of Rounds, including the costs of the first two (2) Rounds, and the Schwartz Center will disburse funds for the first year.  Site will take full responsibility for paying the facilitator and purchasing food from the funds distributed.

                b.             After the first year, the Schwartz Center will pay 60% of the Direct Costs and the Site will be responsible for the remaining 40%.  Within 45 days following the end of the first year of the Rounds or any subsequent year, the Site will  submit to the Schwartz Center a record of its expenditures for the Rounds reasonably supported with documentation such as receipts, invoices, cancelled checks, etc.  No funds will be distributed for the subsequent year until receipt of this documentation.  At the same time, Site should submit an invoice for 100% of the subsequent year’s anticipated expenses (Schwartz Center funding will cover 60% of this amount).  Such invoice should be consistent with the amount spent on the previous year of the Rounds. In no event will the Schwartz Center be liable for additional costs, if any, incurred by Site in conducting the Rounds. If the Rounds are terminated for any reason, Site will return any unused funds to the Schwartz Center. 

                c.             In unusual cases of hardship, the Schwartz Center may, in its discretion, agree to a different cost allocation. 

                d.             The Schwartz Center reserves the right to change the proportion of funding that it provides for the Rounds.  Site will be notified at least six (6) months in advance of any such change. 

9.             The Site acknowledges and agrees that the concept of the Schwartz Center Rounds is proprietary to the Schwartz Center and that the Schwartz Center is the sole owner of all intellectual property and other rights in the Schwartz Center Rounds, including but not limited to any copyright, trade secret, and know-how; and further agrees that the Schwartz Center has the sole and exclusive right to permit the conduct of or to exclude others from conducting the Schwartz Center Rounds, and to exclude others from selling or offering any products or services that incorporate  the Schwartz Center Rounds or other proprietary information of the Schwartz Center's.  Notwithstanding the foregoing, the Schwartz Center expressly agrees that presentations, scholarly articles, and other publications or works of authorship related to the Schwartz Center Rounds (“Publications”) that are prepared exclusively by the Site are the property of the Site. Publications that are jointly prepared by the parties will be owned jointly by the Schwartz Center and the Site.

10.           Prior to publishing or presenting any Publications (other than internal announcements regarding the Rounds to potential participants), Site will submit Publication drafts to the Schwartz Center for review and comment.  The Schwartz Center will review the materials for consistency with Paragraph 4 of this letter and to ensure that the Publication accurately describes the purpose, goals, structure, funding or other aspects of the Schwartz Center Rounds.  The Schwartz Center and Site will discuss any problematic references and Site agrees to revise or delete such references prior to publication.   Site agrees to notify the Schwartz Center when Publications have been accepted, and to provide the Schwartz Center with the publication schedule and reprint information.

11.           The Schwartz Center accepts no responsibility or liability for any injury to, or for the death of, any person, nor for any loss of, or damage to, property of whatsoever kind, nor for any loss of revenue or other actual or consequential damages occasioned by, or arising out of, any work carried out under this agreement or in the conduct of the Schwartz Center Rounds.  By accepting Schwartz Center funds, Site agrees to indemnify the Schwartz Center, including the Schwartz Center’s employees, agents, contractors, officers and directors, from and against any claim by any party alleging such loss or damage including, without limitation, any claim resulting from Site’s failure to comply with the terms of Section 4 herein.

12.           As a condition of initial funding, Site will provide a letter from a senior leader evidencing senior management’s support for the Schwartz Center Rounds.  Thereafter, on an annual basis, Site will provide evidence of senior management’s ongoing engagement in the Rounds.  Site may satisfy this requirement by documenting attendance by senior management at a Rounds, or by a presentation to senior management regarding the Rounds or some other means reasonably acceptable to the Schwartz Center.  The Schwartz Center will assist Site with information, sample presentations or templates for meeting this annual requirement.

13.           Site will acknowledge the support of the Schwartz Center in all Publications and publicity generated in connection with the Schwartz Center Rounds.  Such acknowledgement shall state as follows:  “The Schwartz Center Rounds® are provided with support from The Kenneth B. Schwartz Center.” 

14.           Site will indicate on its website that it conducts the Schwartz Center Rounds and will provide a link to the Schwartz Center website at www.theschwartzcenter.org.  The Schwartz Center will provide a template for this reference.

B.            Schwartz Center Obligations

1.             The Schwartz Center will provide the Site with advice and assistance throughout the Schwartz Center Rounds start up process and will be responsible for 100% of its indirect costs associated with start up of the Rounds.  The Schwartz Center will provide detailed written materials and consultation by telephone and/or in person to facilitate start up.  The Schwartz Center requires that representatives of the Site attend a Schwartz Center Rounds at a Boston-area hospital and meet with the hospital’s Rounds leader, facilitator and Schwartz Center staff to discuss the Rounds.  At the discretion of the Schwartz Center, this requirement may be modified under special circumstances.  The Site will be responsible for all travel and out-of-pocket expenses associated with a visit to an existing Rounds.  

2.             The Schwartz Center is developing a “toolkit” to assist Site in obtaining Board-level and senior management support for the Schwartz Center Rounds.  The toolkit will include the information, sample presentations or templates referenced in Section A. 12, as well as Rounds statistics and evaluation results.   The Schwartz Center will notify the Site when the toolkit is available.

3.             To facilitate Site’s compliance with contract requirements, the Schwartz Center has prepared a checklist of contractual obligations which is attached hereto as Exhibit A.   

4.             On an ongoing basis, the Schwartz Center will make expert personnel, including its Director of Programs, available to answer questions, provide recommendations or troubleshoot with the Site.  On an as-needed basis, the Schwartz Center will provide expertise to the Site’s public relations staff to gain publicity for the Rounds, and consultation with Site’s development office to identify creative and effective ways to obtain funding or in-kind support for the Rounds.  The Schwartz Center will also provide advice on making the Rounds more integral to the hospital culture.  The Schwartz Center will arrange periodic group meetings for physician leaders and facilitators from various Rounds sites to exchange ideas and suggestions about the Rounds. 

5.             The Schwartz Center has and will continue to provide expanded web-based resources to Site including tips on implementing the Rounds, a Rounds Case of the Month, and a comprehensive listing of publications relevant to compassionate care and patient-caregiver communications. 

C.            Miscellaneous

1.             In addition to the foregoing, the Schwartz Center and Site agree as follows:

                a.             Site and the Schwartz Center are independent parties with respect to each other, and this agreement is not intended to create, nor shall it be construed to create, any relationship between Site and the Schwartz Center other than that of independent parties;

                b.             This agreement is not assignable, in whole or in part, by the Site to any party without the prior written consent of the Schwartz Center; and

c.             This letter of agreement shall be governed by, and construed and enforced in accordance with the laws of the Commonwealth of Massachusetts, and any dispute with respect thereto shall be resolved in the appropriate state or federal court situated in the Commonwealth of Massachusetts. 

Please indicate your acceptance of the terms and conditions set forth in this letter by signing the enclosed letter and returning it to me. 

If you have any questions regarding this letter please contact me.

The Schwartz Center looks forward to your participation in the Schwartz Center Rounds. 

Very truly yours,

Marjorie Stanzler
Director of Programs

Accepted and agreed to:

SITE

By:_______________________________________

Date:_____________________