MEMORANDUM OF AGREEMENT

BETWEEN

<Organization Name>

AND

<QIO>

AGREEMENT made this <DATE> by and between <QIO>, <ADDRESS> , <PHONE> and the <Organization name>, <organization address>, <organization phone>

WHEREAS, <BLANK> is a Quality Improvement Organization under contract with the Centers for Medicare & Medicaid Services of the US Department of Health and Human Services (CMS) to assist providers and practitioners improve care; and

WHEREAS, <QIO> provides quality review activities for other entities; and

WHEREAS, <ORGANIZATION> wishes to conduct a rural collaborative to develop, test and distribute a screening tool for community-acquired MDRO/MRSA in rural and frontier communities;

NOW, THEREFORE, the parties hereto agree as follows:

1.  Purpose: The purpose of this Agreement is to provide technical assistance and support for a rural collaborative to develop, test and distribute a screening tool for community-acquired MDRO/MRSA between <ORGANIZATION> and <QIO>.

2.  Term of agreement: The term of this Agreement for the purpose of delivery of services is from <DATE> through <DATE> unless terminated otherwise in accordance with the terms of this Agreement.

3.  Services to be provided:

<QIO> must:

A.  Advise in the design of the MDRO/MRSA collaborative project and identification of desired measureable outcomes based on work with similar projects.

B.  Provide ongoing technical assistance and support for project design, launch and completion, including working with <X> to develop and test a screening tool.

C.  Provide technical assistance and support to practicing Infection Preventionists at participating <X>. Time spent is limited to contract hours.

D.  The QIO Infection Preventionist will provide project update and relevant education at <ORGANIZATION>’s Network meetings.

<ORGANIZATION> must:

A.  Participate in the design of the MDRO/MRSA collaborative project and identification of desired measureable outcomes based on work with similar projects.

B.  Provide ongoing technical assistance and support to the <QIO> Consultant as needed for successful project design, launch and completion

C.  Provide the platform(s) and contacts with the rural hospital network needed for project implementation.

D.  Assist in the dissemination of educational tools and resources developed by <QIO> during the project.

4.  HIPAA Compliance: The Parties acknowledge that they have entered into a separate Business Associate Agreement for purposes of compliance with the privacy provisions of the Health Insurance and Accountability Act of 1996. In the event that any provision of the Business Associate Agreement conflicts with the terms and conditions of this Agreement or any exhibit and/or attachment the provisions of the Business Associate Agreement shall control.

5.  Indemnification: <QIO> shall hold harmless and indemnify <ORGANIZATION>, its officers, directors, employees and agents from any claims, losses, damages, liability costs, expenses, or obligations including but not limited to attorney’s fees, arising out of or resulting from <QIO>’s wrongful or negligent acts, conduct or omissions in connection with performance of the Agreement. <ORGANIZATION> shall hold harmless and indemnify <QIO> its officers, directors, employees and agents from any claims, losses, damages, liability, costs, expenses, or obligations including but not limited to attorney’s fees, arising out of or resulting from <ORGANIZATION>’s wrongful of negligent acts, conduct or omissions in connection with performance of this agreement.

6.  Insurance: <QIO> shall, at its sole cost and expense, for the entire term of this Agreement, maintain professional and general liability insurance coverage in the amount of $1,000,000 per occurrence and a $2,000,000 agreement per year to insure against claims arising out of the performance of this Agreement by <QIO>. <QIO> will provide a certificate of insurance to <ORGANIZATION> evidencing such insurance coverage.

<ORGANIZATION> shall, at its sole cost and expense, for the entire term of this Agreement maintain professional and general liability insurance coverage provided by an insurance company authorized to do business in the State of <X>, in the amount of $1,000,000 per incident to insure against claims arising out of the performance of this Agreement by it and <QIO>. <ORGANIZATION> will provide a certificate of insurance to <QIO> evidencing such coverage.

7.  Independent Contractor:

<QIO> assures <ORGANIZATION> that <QIO> is an independent contractor providing services for <ORGANIZATION> and that neither <QIO> nor any of <QIO>’s employees are employees of <ORGANIZATION> under this contract.

<QIO>, at all times during the term of this contract, must maintain Workers’ Compensation Insurance coverage for <QIO>’s employees in accordance with the laws of the State of <X>.

If <QIO> has received for Workers’ Compensation purposes, an independent contractor exemption from the State of <X>, <QIO> must provide <ORGANIZATION> with a copy of the exemption.

8.  Conflict of Interest: <QIO> shall not provide or perform work in which <QIO> has a conflict of interest. <QIO> must notify <ORGANIZATION> if <QIO> has an apparent or actual conflict of interest with respect to a particular piece of work.

9.  Consideration and payments:

In consideration of the services provided under this Agreement, <ORGANIZATION> will pay <QIO> $X/hour for X hours totaling $X which is due upon execution of this contract.

<QIO> must submit an invoice for reimbursement in a form as required by <ORGANIZATION>. Invoices will be paid within 30 days of receipt.

<QIO> may not receive reimbursement from other sources for the costs of services that are reimbursed with monies provided through this contract.

10.  Agreement termination:

If <ORGANIZATION> determines that <QIO> has failed to comply with the terms and conditions of this Agreement, <ORGANIZATION> may give notice, in writing, to <QIO> of any deficiencies claimed. The notice may describe the default in general terms, but must provide a period of time within which <QIO> has the opportunity to cure the default. If <QIO> fails to cure the default within the period specified in the notice, <ORGANIZATION> may, with no further notice, terminate this Agreement.

Either party may terminate this Agreement without cause. The party terminating this Agreement must give notice of termination in writing to the other party at least fifteen (15) days prior to the effective date of termination. Notice of termination given to <ORGANIZATION> by <QIO> may only be revoked with the consent of <ORGANIZATION>.

Upon termination of this contract for any reason, <QIO> shall refund to <ORGANIZATION> any unexpended funds under this contract, unless such funds are for permissible expenditures under this contract.

11. Contacts and service of notices: Organization Point of Contact, Position, Address, phone> shall be the point of contact on behalf of <ORGANIZATION> and shall have authority to act for <ORGANIZATION> in all matters relating to this Agreement. <QIO Staff contact, position, address, phone shall be the point of contact on behalf of <QIO> and shall have authority to act for <QIO> in all matters related to this Agreement. Each is required to notify the other of any change in the point of contact.

12.  Equal Employment Opportunity: No part of this Agreement will be performed by <QIO> or <ORGANIZATION> in a manner that discriminates against any individual on the basis of race, color, religion, sex, national origin, age, disability, veteran status, or any other basis protected by applicable local, state, or federal law. The parties hereby incorporate the requirements of 41 CF$, Section 60-1.4 (a)(7), 60-250.5, 30-300.5 and 60.741.5, if applicable.

13.  Non-exclusivity: Nothing contained herein is meant to construe an exclusive agreement between parties. Each party is free to contract with other entities or persons.

14.  Entire agreement:

This Agreement, with respect to the matters herein set forth, constitutes the entire Agreement between the parties. No statements, promises or inducements made by either party or their agents are valid or binding if not contained herein.

This Agreement, except as may be otherwise provided by the terms of this Agreement, may not be enlarged, modified or altered except by written amendment signed by both parties to this Agreement.

If any provision of this Agreement is determined by a court of law to be invalid legally, all other provisions of this Agreement remain in effect and are valid and binding on the parties.

THE PARTIES HERETO, through their authorized agents, have executed this Agreement on the dates set out below.

<Organization> <QIO>

By:______By:______

Date:______Date:______