SANE CLINICAL SKILLS TRAINING SITE AGREEMENT

THIS SANE CLINICAL SKILLS TRAINING SITE AGREEMENT ("Agreement") is made as of this 28_day of __March______, 2017__, by and between International Association of Forensic Nurses ("IAFN"), a not for profit corporation organized under the laws of the State of Georgia and Name of Facility( “Hospital”) a not for profit corporation organizedunder the laws of the State of State.

RECITALS

WHEREAS, IAFN has developed a clinical sexual assault forensic exam training program referred to as the IAFN Adult/Adolescent SANE Clinical Skills Lab Program (the “Program”);

WHEREAS,Hospitaloperates a licensed comprehensive acute care facility in the State of State ("State");

WHEREAS, IAFN desires to make the Program available to qualified registered nurses (“Program Participants”) in an acute care facility in the State; and

WHEREAS,Hospitaldesires to make its facility available for such purposes and has been approved by IAFN as a clinical training site to conduct the Program.

NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, agree as follows:

1.RESPONSIBILITIES OF IAFN.

a.Program Curriculum. IAFN shall provide all information necessary to administer the Program atHospital, including, instructional guidelines, and clinical training methods and procedures (collectively, the “Curriculum”). Hospitalshall provide Program Participants with instruction as provided by IAFN and clinical educational experience in accordance with the Curriculum.

b. Continuing Education Credit. IAFN shall award to Program Participants continuing nursing education credit, provided the following conditions have been met: (i) Program Participants have completed an online evaluation of the Program, which shall be made availablewithin five (5) business days of IAFN receiving participant attendance logs, and following the conclusion of a Program offering; and (ii) Hospitalshall provide IAFN, within five (5) business days following conclusion of a Program offering, the complete Program Participants attendance logs utilizing the proper documentation provided by IAFN.

d. IAFN Representative. IAFN shall designate a primary contact person with whom Hospitalmay communicate for any matters relating to the Program, and who will be responsible for the implementation of the provisions of this Agreement.

e. Program Promotion.IAFN shall list Hospitalon IAFN’s website as an approved clinical training site in theState of State. IAFN shall allow Hospitalto use the IAFN name solely with respect to Hospital’s promotion of the Program.

f.Insurance. IAFN shall at all times, during and after the Agreement (where applicable) secure and maintain the following insurance for IAFN, its employees and agents.

  1. General Liability. General Liability of $1,000,000 per claim and $3,000,000 per annual aggregate for bodily injury, personal injury, contractual liability and property damage claims.
  1. Workers Compensation. Workers Compensation as statutorily required in the State of State. IAFN agrees that any injury (including death) sustained by any employee of IAFN that occurs while providing services under this Agreement shall be reported immediately to their Workers Compensation Carrier regardless of negligence.
  1. Employers Liability. Employers Liability of $1,000,000 per employee, accident and disease.
  1. Requirements of Insurance Policies. The General Liability shall name Hospital and any of its successors as an Additional Insured, be written on a primary and non-contributory basis. The Workers Compensation and Employers Liability policies shall have a waiver of subrogation.
  1. Certificate of Insurance. IAFN shall provide a Certificate of Insurance to Hospital upon request.
  1. Retroactive or Tail Coverage. Any insurance which is placed on a claims made basis will be required to have an unlimited extended reporting period (“tail”) purchased at the termination of this Agreement providing coverage for any claim or incident that occurred during the term of this Agreement but not reported until after the termination unless each and every claims made renewal policy hereafter is renewed with prior acts covering the term of this Agreement.
  1. Contractor. Should IAFN utilize any Contractors or Subcontractors to provide any service to Hospital, IAFN will be liable and responsible for requiring and verifying each Contractor or Subcontractor secures and maintains the insurance policies, limits, language and indemnification in which IAFN has agreed to in this Agreement.
  1. Survival. This Section shall survivetheexpiration, breach, cancellation ortermination ofthis Agreementfor anyreason.

2.RESPONSIBILITIES OF HOSPITAL.

a.Program Implementation. Hospitalshall, at its sole cost and expense, implement, direct and oversee the Program at Hospitalin accordance with the Curriculum provided by IAFN. Such responsibilities shall include, but not be limited to, the following:

  1. provide a minimum of one (1) Program offering in each calendar year that this Agreement remains in effect;
  2. verify each Program Participant’s eligibility to participate in Program by confirming that the Program Participant has completed a 40 hour didactic SANE course on the care of the adult and adolescent sexual assault patient. Documentation required will include a certificate of completion and an outline of didactic content provided during the course;
  3. determine any charges to Program Participants for attending Program;
  4. manage registration, payment and scheduling directly with Program Participants;
  5. provide practical instruction to Program Participants, consistent with the Curriculum provided by the IAFN ;
  6. support the quality of the Program through appropriate quality monitoring systems; and
  7. performance of such other duties as may from time to time be agreed to between IAFN andHospital.

Except as otherwise set forth in this Agreement, IAFN shall have no responsibility with respect to implementation or administration of the Program atHospital. Notwithstanding the foregoing, IAFN reserves the right, at its sole cost and expense, to cause an IAFN representative to, from time to time, attend any Program offering atHospital.

b.Continuing Education. Hospital acknowledges that Program Participants are entitled to receive continuing education credit for participation in the Program. Accordingly, Hospital shall instruct Program Participants to complete an online evaluation of the Program in accordance with this Agreement. IAFN will distribute certificates of continuing nursing education once all criteria have been met.

d.Hospital Representative. Hospitalshall designate a primary contact person with whom IAFN may communicate for any matters relating the Program, and who will be responsible for the implementation of the provisions of this Agreement.

e.Program Costs. Hospital shall be solely responsible for all costs related to the implementation and administration of the Program at Hospital. IAFN shall have no responsibility whatsoever for any expenses related to the administration of the Program at Hospital. Notwithstanding the foregoing, Hospital shall not be responsible for reimbursement of any expenses or payment associated with the individuals participating as simulated patients during the Program.

f.Insurance. Throughout the term of this Agreement, Hospital shall maintain appropriate general and medical malpractice liability insurance coverage in amounts of at least $1,000,000 per occurrence and $3,000,000 in aggregate for general liability and as required by the State Medical Malpractice Act to be deemed a Qualified Healthcare Provider under the State Patient Compensation Fund for Medical Malpractice, with insurance carriers or self insurance programs approved by Hospital, in accordance with Hospital's bylaws, rule and regulations.

g.Performance of Services. Each Program Trainer shall be duly licensed, certified or otherwise qualified to practice his or her profession in accordance with the laws of the State to the extent necessary to participate in the Program by him or her pursuant to this Agreement. Hospitalmaintains responsibility for ensuring that all Program Trainers have been appropriately instructed on the Curriculum. During the term of this Agreement, (i) Hospitaland all Program Trainers shall perform its and their duties and services hereunder in accordance with all relevant local, state, and federal laws and shall comply with the standards and guidelines of all applicable accrediting bodies and the bylaws, rules and regulations of Hospital as may be in effect from time to time; and (ii) Hospitalshall maintain the Hospital’s operating certificate and accreditation by the Healthcare Facilities Accreditation Program, or another accreditation agency acceptable to IAFN. IAFN shall not interfere with or adversely affect the operation of Hospitalor the performance of services therein.

3.PROPRIETARY ITEMS.

Hospital acknowledges that the Curriculum and all systems, methods, procedures, written materials and controls related to the Curriculum (collectively, “Confidential Information”) provided by IAFN under this Agreement are proprietary in nature and shall remain the property of IAFN. Hospital shall not, at any time, utilize, distribute, copy, or disclose to any third party whatsoever any Confidential Information, except as may be required in the performance of Hospital’s obligations under this Agreement, or pursuant to subpoena or appropriate legal request by a governmental agency, without the express written consent of IAFN. Unauthorized disclosure of Confidential Information or of the terms of this Agreement shall be a material breach of this Agreement and shall provide IAFN with the option of pursuing remedies for breach, or, notwithstanding any other provision of this Agreement, immediately terminating this Agreement upon written notice to Hospital. This provision shall survive termination of this Agreement.

4.INDEPENDENT CONTRACTOR. The parties hereby acknowledge that they are independent contractors, andneither IAFN nor any of its agents, representatives, or employees shall be considered agents, representatives, or employees ofHospital. In no event shall this Agreement be construed as establishing a partnership or joint venture or similar relationship between the parties hereto.

5.INDEMNIFICATION.Each party shall indemnify and hold harmless the other party, and its officers, agents and employees, from and against all suits, actions, claims, losses, damages, or other liabilities, costs, and expenses of all kinds, attorneys’ fees and costs or obligations, incurred in connection with, arising from or relating to in any way: (i) any failure by the indemnifying party to fulfill its obligations under this Agreement; (ii) any injury or death to any person, or injury to property, received or sustained by any person or persons or property, arising out of, or occasioned by the acts of the indemnifying party or its agents or employees, in the execution of this Agreement or the operation of the Program; or (iii) any acts, omissions, duties, obligations, negligence, fraud, gross misconduct of the indemnifying party , and/or its employees, agents, or representatives in connection with the performance of its obligations under this Agreement. The provisions of this Section shall survive the termination of this Agreement.

6.NONDISCRIMINATION. There shall be no discrimination on the basis of race, national origin, religion, creed, sex, age, veteran status, or handicap in either the selection of Program Participants, or as to any aspect of the clinical training.

7.TERM; TERMINATION.

a.Term. The term of this Agreement will commence on the date of execution by both parties, and will continue for a period of two (2) years (the “Initial Term”), and shall thereafter renew automatically for successive one (1) year periods (each a “Renewal Term”).

b.Termination Without Cause. Except as otherwise provided herein, either party may terminate the Agreement at any time without cause upon at least sixty (60) days' written notice to the other party.

c.Termination For Cause. Either party may immediately terminate this Agreement upon the occurrence and during the continuance of any of the following:

  1. The suspension or revocation of the other party’s operating certificate;
  2. The bankruptcy or dissolution of the other party, whether voluntary or otherwise;
  3. The failure by the other party to satisfy, in any material respect, any of its material duties, obligations or agreements under this Agreement and to cure such failure within twenty (20) days after the receipt of written notice specifying in reasonable detail the nature of such failure; or
  4. If any representation or warranty made by Hospital under this Agreement shall be untrue, in any material respect, as of the date made.

d.Return/Destruction of Confidential Information. Upon the termination of this Agreement for any reason, Hospital shall, upon written request, within two (2) business days, redeliver to IAFN or destroy all copies of Confidential Information, and deliver to IAFN a certificate executed by one of Hospital’s duly authorized officers indicating that the requirements of this sentence have been satisfied in full. Notwithstanding the return or destruction of the Confidential Information, Hospital will continue to be bound by their obligations of confidentiality and other obligations hereunder.

8. ENTIRE AGREEMENT. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements oral or written, and all other communications between the parties relating to such subject matter. This Agreement may not be amended or modified except by mutual written agreement. All continuing covenants, duties and obligations herein shall survive the expiration or earlier termination of this Agreement.

9.SEVERABILITY. If any provision of this Agreement is held to be invalid or unenforceable for any reason, this Agreement shall remain in full force and effect in accordance with it terms disregarding such unenforceable or invalid provision.

10.CAPTIONS. The captions contained herein are used solely for convenience and shall not be deemed to define or limit the provisions of this Agreement.

11.NO WAIVER. Any failure of a party to enforce that party's right under any provision of this Agreement shall not be construed or act as a waiver of said party's subsequent right to enforce any of the provisions contained herein.

12.GOVERNING LAW. This Agreement shall be governed and construed in accordance with the laws of the State.

13.ASSIGNMENT; BINDING EFFECT. Neither party may assign any of its rights, duties or obligations under this Agreement, in whole or in part, without the prior written consent of the other party. This Agreement shall inure to the benefit of, and be binding upon, the parities hereto and their respective successors and permitted assigns.

14.NOTICES. All notices hereunder by either party to the other shall be in writing, delivered personally, by certified or registered mail, return receipt requested, or by overnight courier, and shall be deemed to have been duly given when delivered personally or when deposited in the United States mail, postage prepaid, addressed as follows:

If to IAFN:International Association of Forensic Nurses

6755 Business Parkway, Suite 303

Elkridge, Maryland 21075

Attention: Sally Laskey

If to Hospital:Hospital

Address

or to such other persons or places as either party may from time to time designate to written notice to the other.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the day and year first above written.

INTERNATIONAL ASSOCIATION OF FORENSIC NURSES

By:______

Sally Laskey, CEO

Hospital

By:

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