This letter confirms that the Kenneth B. Schwartz Center (the “Schwartz Center”) has approved funding for the ORGANIZATION (“Grant Recipient”) to conduct the Schwartz Center Rounds. ®

This Grant is made upon the following conditions:
               
1.  Grant Recipient at all times shall conduct the Schwartz Center Rounds using the general format created by the Schwartz Center.  In the event Grant Recipient desires to deviate in any material respect from this format, Grant Recipient shall 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.  Grant Recipient’s request shall contain a description of the proposed change(s) and a supporting statement from Grant Recipient 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.  In no event shall Grant Recipient implement any proposed material changes prior to receiving written approval from the Schwartz Center, which the Schwartz Center may give or deny in its sole and absolute discretion.

2. In furtherance of the requirements of paragraph 1 of this letter, Grant Recipient acknowledges 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.  Grant Recipient 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, Grant Recipient shall conduct the Schwartz Center Rounds not less than six (6) times per year. Grant Recipient 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.  Consistent with the format provided by the Schwartz Center, Grant Recipient 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 clinicians participating in the Schwartz Center Rounds may obtain the full benefit of such participation, Grant Recipient shall require that all clinician comments made during the Schwartz Center Rounds remain confidential, and shall not use such comments for other purposes; provided, however that, consistent with the purposes of the Schwartz Center Rounds and subject to paragraph 10 herein, Grant Recipient may record the Schwartz Center Rounds for the sole purpose of including information and/or comments from the Schwartz Center Rounds in articles published in professional journals.  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 the regulations promulgated there under by the Department of Health and Human Services (“HIPAA”), since the Grant Recipient is a covered entity for purposes of HIPAA it agrees that all protected health information that is incidentally or inadvertently disclosed in connection with the Schwartz Center Rounds will be kept confidential. Grant Recipient shall ensure that, as a condition of participation, all participants in the Rounds shall agree to abide by these conditions.

5. Grant Recipient shall participate in any follow-up initiatives by the Schwartz Center, such as an evaluation survey, relating to this Grant, Grant Recipient, the Schwartz Center Rounds, or the Schwartz Center generally.  Grant Recipient shall complete the Schwartz Center evaluation form for each Rounds.  Within a reasonable time following the completion of the evaluation forms, Grant Recipient shall send the Schwartz Center the results of its evaluation in summary form.

6. Grant Recipient shall use the Grant funds solely for the purposes of conducting the Schwartz Center Rounds, and for no other purposes, including but not limited to the general operating budget of Grant Recipient.  Grant Recipient shall maintain a record of its expenditure of Grant funds.  The Schwartz Center shall have the right to review and inspect the financial records of Grant Recipient for purposes of verifying Grant Recipient’s expenditure of funds paid pursuant to this Grant in accordance with the terms and conditions of this letter.

7. Grant Recipient acknowledges that future grant applications to the Schwartz Center will be reviewed on their respective merits, based on the Schwartz Center’s then existing guidelines and in the Schwartz Center’s sole discretion, and that this Grant does not ensure additional funding from the Schwartz Center, whether in connection with the Schwartz Center Rounds or otherwise.

8.  Grant Recipient agrees that the Grant funds distributed pursuant to this letter shall be sufficient to cover the costs of the facilitator and the food for the Schwartz Center Rounds for one year. Prior to receiving Grant funds, the Grant Recipient will conduct two (2) Rounds to determine the average cost per Rounds. Grant Recipient will then submit an invoice (template to be provided by the Schwartz Center) to the Schwartz Center for a full year of Rounds, including the costs of the first two (2) Rounds. Schwartz Center will then disburse funds to the Grant Recipient for that year. Grant Recipient will take full responsibility for paying facilitator and food from the funds distributed. Within 45 days from the end of the first year of the Rounds Grant Recipient shall 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 grant funds will be distributed for the subsequent year until receipt of this documentation. Grant Recipient should submit an invoice for the subsequent year of expenses associated with the Rounds simultaneously with this documentation. Such invoice should be consistent with the amount spent on the previous year of the Rounds. In no event shall the Schwartz Center be liable for additional costs, if any, incurred by Grant Recipient in conducting the Rounds. If Rounds are terminated, Grant Recipient shall return any unused funds to the Schwartz Center.

9. The Grant Recipient 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 conduct 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 that are prepared exclusively by the Grant Recipient are and will remain the property of the Grant Recipient. Presentations, scholarly articles, and other publications or works of authorship that are jointly prepared by the parties will be owned jointly by the Schwartz Center and Grant Recipient.

10. Prior to publishing any materials concerning this Grant, or any information with respect to the conduct of the Schwartz Center Rounds (other than internal announcements regarding the Rounds to potential participants), Grant Recipient shall submit drafts of such materials to the Schwartz Center for review and comment.  Where doing so would delay publication, Grant Recipient must make drafts available to the Schwartz Center at the time of submission of materials for publication.  Grant Recipient agrees to notify the Schwartz Center when articles related to this Grant, to the Schwartz Center, or to the Schwartz Center Rounds, have been accepted for publication, and to provide the Schwartz Center with the publication schedule and information regarding obtaining reprints of such publications.

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 in pursuance of this Grant or in the conduct of the Schwartz Center Rounds.  By accepting this Grant, Grant Recipient 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 with respect to any claim alleging such loss or damage including, without limitation, any claim resulting from Grant’s Recipient’s failure to comply with the terms of Section 4 herein.

12. In the event that the Schwartz Center, in its sole discretion, determines that Grant Recipient has not complied with the terms and conditions of this letter, the Schwartz Center may, in addition to any other legal remedies, demand immediate repayment to the Schwartz Center of all or part of the funds granted hereby.

13. Grant Recipient shall acknowledge the support of the Schwartz Center in all publicity and other materials generated in connection with the Schwartz Center Rounds.  Such acknowledgement shall state as follows:  “The Schwartz Center Rounds are funded by a grant from the Kenneth B. Schwartz Center.”  Grant recipient shall indicate on its website that it does Schwartz Center Rounds and shall provide a link to the Schwartz Center website at www.theschwartzcenter.org

In addition to the foregoing terms and conditions, Grant Recipient agrees as follows:

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

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

C. The agreements set forth herein shall be governed by, and construed and enforced in accordance with the laws of the Commonwealth of Massachusetts, and any dispute with respect to the Grant 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 or regarding the Grant, please contact me.

The Schwartz Center is pleased to sponsor your participation in the Schwartz Center Rounds. 

Very truly yours,

Marjorie Stanzler
Director of Programs

Accepted and agreed to:
ORGANIZATION

By:_______________________________________
ROUNDS PHYSICIAN LEADER

Date:_____________________