ASSOCIATION OF HEALTHCARE INTERNAL AUDITORS (AHIA)

and Grant Thornton LLP

Agreement for

Development and Publication of Specific Internal Audit White Papers

This is an Agreement (Grant Thornton Contract ID; MAR372355) [the “Agreement”] amongthe Association of Healthcare Internal Auditors (AHIA), Grant Thornton LLP (Grant Thornton), [together, the “Publishers”] and David Reitzelrepresenting the writers of Grant Thornton LLP[together, the “Writers”]to develop and publish a series of Internal Audit White Papers[the “Works”]. This Agreement, whichincludes the Statement of Work #1 (SOW) attached as Exhibit 1 [together, the “Agreement”], isentered into this __day of MayJune,2013. This Agreement may be amended from time to time with an SOW agreed to and signed by the Publishers and Writers. For good and adequate mutual consideration, the receipt and sufficiency of which are hereby acknowledged, the Publishers and the Writers agreeas follows:

  1. Writers agree that the Works are a “work for hire” for Publishers, as that term is defined by U.S. Copyright Law. If, for any reason, the Works are not deemed to be a “work for hire,” Writers agree that this Agreement shall constitute an assignment to Publishers, jointly, of all rights (including copyright), title and interest in and to the Works, including without limitation an assignment of the rights to (i) use the Works in the Publishers’ respective publications, websites, and educational offerings of the Publishers, or for any other purpose deemed appropriate by the Publishers and (ii) publish, copy, distribute, circulate, publicly display, and publicly perform the Works in print and electronic form in accordance with this Agreement.
  2. The Writers will submit the Works for review and approval to the White Paper Subcommittee of AHIA and Grant Thornton LLP.
  3. Authorized representatives of the AHIA White Paper Subcommittee and Grant Thornton LLPmay,edit the Works while performing quality reviews of the Works prior to publication. Each of the Publishers and Writers shall be notified of edited comments without delay. Each of the Publishers shall have the right to independently, publish, copy, distribute, circulate, publicly display, and publicly perform the Works in any form without any duty to account to the other Publisher for revenues or profits; provided, however, that neither Publisher shall modify the Works or remove any attribution to the other Publisher without such other Publisher’s prior written consent.
  4. Grant Thornton further grants to AHIA a limited license to use the Grant Thornton name and logo attached as Exhibit A (“Grant Thornton Marks”) solely in conjunction with the Works as described above. AHIA understands and agrees that this license does not include the right to [EES1]use any other trademarks or service marks that belong to Grant Thornton, and that Grant Thornton International Ltd has granted Grant Thornton the right to sublicense the right to use the “Mobius” mark to AHIA solely in as described in this Agreement, provided that (i) the “Mobius” mark is only used in conjunction with the Grant Thornton name and in accordance with Grant Thornton International Ltd’s then-current quality standards and all applicable federal, state and local laws, regulations and standards and industry codes; and (ii) AHIA’s use shall in no manner reflect adversely upon the good name of Grant Thornton or any of its products or services or the Grant Thornton Marks. All rights not expressly granted herein are reserved to Grant Thornton. If requested in writing, AHIA agrees to provide Grant Thornton with samples showing the current use of the Grant Thornton Marks. Upon the earlier of (i) the expiration of this Agreement or (ii) within thirty (30) days after receipt of written notice from Grant Thornton of termination pursuant to Paragraph 9, AHIA shall cease all public display, reproduction, and use of Grant Thornton's Marks, except as otherwise authorized by Grant Thornton in writing.
  5. Writersrepresent and warrant that (i) they are the sole authors of the Works and sole owners of all rights granted in this Agreement; (ii) all Works are original and not in the public domain, have not been previously published; will not violate or infringe on any personal or property rights of others, whether common law or statutory; and are free of any content that might be deemed libelous or otherwise contrary to law; (iii) the Writers have full power to enter into this Agreement; and(iv) the Works contain no material from other works protected by copyright and used without the written consent of the owner; and (v) the information contained in the Works is true and correct as of the time of the submission of the Works to AHIA. Writers have provided, or are simultaneously providing,the Publishers with copies of such written consents, if any,in accordance with this Agreement. NO REPRESENTATIONS OR WARRANTIES OF ANY KIND IS GIVEN AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN THESE MATERIALS. EXCEPT AS EXPRESSLY PROVIDED ABOVE IN THIS PARAGRAPH 5, WRITERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
  6. Grant Thornton and Writers do not accept or assume any liability, responsibility or duty [EES2]of care for any consequences of AHIA or anyone else acting, or refraining to act, in reliance on the information provided in the Works or for any decision based on them. Neither party shall be liable for any delay or failure in performance due to circumstances beyond its reasonable control. In no event shall either party be liable for loss of profits, or any indirect, special or consequential damages arising out of any breach of this Agreement or in any manner arising out of, or connected with Works.
  7. Publishers shall have the right to use Writers’ names, biographies and likenesses, on copies of the Works and citations thereto; provided, however, that no attribution shall be made in any misleading manner.
  8. Writers shall, upon reasonable request by either of the Publishers,shall take any and all steps and execute, acknowledge, and deliver any and all further documents necessary to effectuate the terms of this Agreement.
  9. The term of this Agreement shall be for one (1) year beginning on date of noted above. This Agreement may be renewed in one-year intervals upon mutual written agreement of the parties. Notwithstanding the foregoing, Grant Thornton reserves the right in its sole discretion to revoke this license and terminate this Agreement, in whole or in part, at any time for misuse of Grant Thornton Marks. If Grant Thornton decides to revoke this license, it will inform AHIA in writing at the address provided in the Agreement.[EES3]
  10. AHIA will indemnify, defend and hold harmless Writers, Grant Thornton and Grant Thornton’s present, future and former officers, directors, partners, principals agents, employees and contractors (the “GT Indemnitees”) from and against any liability and damages, (including punitive damages), fees, expenses, losses, demands, and costs (including defense costs) arising out of or in connection with any actual claim, suit, action or proceeding of any kind by any third party from AHIA’s actions or omissions pursuant to this Agreement, including but not limited to: (i) any misuse of Grant Thornton Marks; (ii) any infringement of any third party’s intellectual property, trademark, copyright, privacy, moral or proprietary right; and (iii) any gross negligence of any of AHIA’s officers, directors, agents or subsidiaries, parents or affiliates in connection with the provisions of this Agreement. This provision shall survive the termination or the expiration of this Agreement.[EES4]
  11. This Agreement is exclusively for the benefit of the parties executing this Agreement and may not create liability to a third party.
  12. This Agreement may not be assigned by either party without the prior written consent of the other party, and this consent will not be unreasonably withheld.
  13. Neither this Agreement, nor its terms and conditions, shall be construed as creating a partnership, joint venture, agency, fiduciary or employment relationship or as granting a franchise. The parties acknowledge that their relationship is a business relationship based entirely on the terms of this Agreement.
  14. In the event that a court of competent jurisdiction holds any one or more of the provisions in this Agreement to be invalid, illegal, or unenforceable in any respect, such holding shall not affect the validity and enforceability of the remainder of this Agreement.
  15. Both parties agree that failure to meet agreed upon timelines [EES5]shall not constitute a breach of Agreement. In addition, neither party shall be liable for failure to perform their obligations under this Agreement as a result of acts of God, government regulations, disasters, strikes, civil disorders, or other emergencies.
  16. This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous written and oral agreements with respect to such subject matter. Except as expressly provided herein, this Agreement shall not be modified, amended or in any way altered except by a writing signed and executed by each of the parties.
  17. This Agreement may be executed in one or more counterparts, each of which, when taken together, shall be considered as one and the same instrument and fully enforceable. Photocopies or other electronic duplicates may serve instead of originals for all purposes.
  18. This Agreement shall be governed under the laws of the state of Colorado.

Upon acceptance of the terms set forth in this Agreement, please complete the information at the top of this document, sign this Agreement below, and return it to David Stumph, Executive Director, AHIA, 10200 W. 44th Avenue, Suite 304, Wheat Ridge, CO 80033 or as a scanned copy to .

AGREED AND ACCEPTED:

______

Anne McGeorge, PartnerDate

Publisher: Grant Thornton LLP

175 W. Jackson Boulevard, 20th Floor

Chicago, IL 60604

AGREED AND ACCEPTED:

______

Date

Writer: David Reitzel

c/o Grant Thornton LLP

175 W. Jackson Boulevard, 20th Floor

Chicago, IL 60604

AGREED AND ACCEPTED:

______

Name:Date

Publisher: Association of Healthcare Internal Auditors

10200 W. 44th Avenue, Suite 304

Wheat Ridge, CO 80033

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[EES1]This paragraph speaks to the right to use the Grant Thornton name and mark. Does AHIA want to similarly restrict the use by Writers and Grant Thornton of the AHIA name and mark?

[EES2]Seems to me that the reason you are asking Grant Thornton Writers to prepare the material is that you need for it to be accurate. This should be deleted as I assume that the AHIA members will be relying on this material.

[EES3]Again, do you want to make this mutual.

[EES4]This should be mutual.

[EES5]Is this acceptable?