PowerPlusWaterMarkObject357831064 STRICTLY PRIVATE AND CONFIDENTIAL MEMORANDUM OF UNDERSTANDING (MOU)

powerpluswatermarkobject357831064 strictly private and confidential memorandum of understanding (mou) the parties dhu health care c

PowerPlusWaterMarkObject357831064 STRICTLY PRIVATE AND CONFIDENTIAL
MEMORANDUM OF UNDERSTANDING (MOU)
THE PARTIES
DHU Health Care CIC, whose registered office is at Johnson Building,
Locomotive Way, Pride Park, Derby DE24 8PU (hereinafter called ‘DHU’)
and ELR GP Federation Limited, whose registered office is at 111
Station Road, Leicester LE3 8G (hereinafter called ‘ELR GP Fed’), collectively,
the ‘Partners’.
OBJECTIVE
The Partners intend to collaboratively work together to develop a
partnership relationship to tender for and deliver Integrated Urgent
Care Services (‘IUC’) and other appropriate services (hereinafter
referred to as the ‘Services’) across East Leicestershire and Rutland.
I.
PURPOSE & SCOPE
The Partners to this MOU wish to work collaboratively in the best
interests of the public and the organisations to ensure high quality,
innovative services are offered.
The purpose of this MOU is to clearly identify the roles and
responsibilities of each Partner as they relate to tendering for the
Services.
II.
BACKGROUND
DHU and ELR GP Fed intend to work together to bid for and win the
Services.
For the purpose of tendering for the Services DHU and ELR GP Fed agree
to form a ‘Working Group’ consisting of representatives of the
Partners.
The tasks of the Working Group are three-fold:
With regard to the tender process:
*
To define the scope, contents and responsibilities of the
Partners.
*
To agree the time scales for the completion of the tender(s).
With regard to the delivery of the Services:
*
To obtain high level agreement of the Service Delivery Model
including responsibility for activity and support services.
With regard to the Partner relationship:
*
To agree outline legal structures and appropriate risk share and
financing.
DHU and ELR GP Fed acknowledge and agree that a Heads of Terms will be
put in place, at the earliest opportunity, detailing key elements of
the agreement between the Partners covering
i.
The legal basis of the Partners relationship, and
ii.
Responsibilities of the Partners in relation to the delivery of
the Services.
III.
RESPONSIBILITIES UNDER THIS MOU
DHU shall be responsible for:
1.
Managing the tender process.
2.
Defining the Service Delivery Model in conjunction with ELR GP
Fed.
3.
Establishing the Service Delivery Model cost in consultation
with ELR GP Fed.
4.
Delivering the DHU elements of the tender(s).
5.
Finalising and submitting the tender(s) to Commissioners or
their agents.
ELR GP Fed shall be responsible for:
6.
Managing ELR GP Fed activities in relation to the tender(s).
7.
Providing relevant data/insight, where appropriate, in support
of the tender(s).
8.
Providing ELR GP Fed costs in relation to the tender(s).
9.
Delivering the ELR GP Fed elements of the tender(s).
IV.
KEY OFFICERS AND RESPONSIBILITIES:
Role
DHU
ELR GP Fed
Project Lead
Stephen Bateman
TBA
Tender Lead
Simon Harris
TBA
Clinical Lead
Dr Saurabh Johri
TBA
V.
MODIFICATION AND TERMINATION:
1.
Modification of this MOU requires agreement in advance by the
Partners and evidenced in writing.
2.
No modification is effective until a document signed by the
authorised Partner representative detailing the modification
that has been executed.
3.
This MOU can be terminated by any Partner at any time, but in
any case the MOU will end no later than XX.
VI.
FUNDING
1.
This MOU does not include the reimbursement of funds between the
Partners. Each Partner shall bear its own costs in respect of its
contribution during the term of this MOU.
2.
The Partners agree that in the event the Partners are successful
in being awarded contracts to deliver Services, the Partners shall
enter into a contractual agreement to deliver the aforementioned
Services.
VII.
CONFIDENTIALITY
(A) "Confidential Information" means the educational documentation and
all other analyses, computer files (whether or not in written form),
emails, memoranda, notes, reports, data, information and documentation
of any kind belonging to any Partner and disclosed to any Partner in
whatsoever form, or which comes into the possession or knowledge of
any Partner through the bidding process including but not limited to
information which:
i.
relates to and/or is connected with the development process ;
and/or
ii.
relates to and/or is connected with any Partner; and
B.
Analyses, compilations, studies, reports and other documents
prepared by a Partner which contain or otherwise reflect or are
generated from any of the information specified in paragraph (A)
above; and
B.
Intellectual Property Rights (‘IPR’) where registered or
unregistered anywhere in the world; and
B.
The existence and/or contents of this MOU; and
B.
The existence of any discussions, negotiations and/or agreements
in relation or in connection with the bid or bid process; and
B.
Any other information generated or acquired by a Partner in
relation to the other Partner and/or the bid.
Confidential Information shall not, however, include any information
which:
1.
was publicly known and made generally available in the public
domain prior to the time of disclosure by a Partner to this MOU
which discloses or makes available directly or indirectly
Confidential Information to any Partner (“Disclosing Partner)”;
2.
becomes publicly known and made generally available after
disclosure by a Partner to this MOU which receives or obtains
directly
3.
or indirectly Confidential Information (“Disclosing Partner”) to
the Receiving Partner through no action or inaction of the
Receiving Partner;
4.
is already in the possession of the Receiving Partner at the time
of disclosure by the Disclosing Partner as shown by the Receiving
Partner's files and records;
5.
is obtained by the Receiving Partner from a third party without a
breach of such third party's obligations of confidentiality;
6.
is independently developed by the Receiving Partner without use of
or reference to the Disclosing Partner's Confidential Information,
as shown by documents and other competent evidence in the
Receiving Partner's possession; or
7.
is required by law to be disclosed by the Receiving Partner,
provided that the Receiving Partner gives the Disclosing Partner
prompt written notice of such requirement prior to such disclosure
and the disclosure is restricted to that strictly required by law.
8.
The Partners will maintain the ‘Confidential Information’ in
confidence and shall protect it with the same security measures
and degree of care that applies to its own confidential
information and which provides adequate protection against
unauthorised disclosure, copying, access or use.
9.
Each Partner shall disclose Confidential Information only to those
officers, directors, employees and contractors who are required to
have the information in order to evaluate or engage in discussions
concerning the bid process, and such Partner shall remain
responsible for compliance with the terms of this MOU by its
officers, directors, employees and contractors.
10.
The obligation to maintain confidentiality of Confidential
Information shall be legally binding on the Partners to the MoU
and survive the term of this MOU for a period of five years.
IX (A) Return of Materials
1.
All documents and other tangible objects containing or
representing Confidential Information and/or IPR which have been
disclosed by a Partner to the other Partner, and all copies
thereof which are in the possession of a Partner, shall be and
remain the property of the Disclosing Partner
2.
Any and all Confidential Information and/or IPR shall be promptly
returned to the Disclosing Partner upon the Disclosing Partner's
written request, whichever is the sooner of:
(i) The expiration or termination of this MOU, or
(ii) The Partners enter into a further agreement which in respect of
the tender proposal or bid process which incorporates confidentiality
obligations substantially similar to those contained herein; or
(iii) At the option of the Disclosing Partner destroyed by the
Receiving Partner.
IX (B) No Warranty
ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS." NOPARTNER MAKES ANY
WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY,
COMPLETENESS OR PERFORMANCE.
IX (C) No License
1. Nothing in this MOU is intended to grant any rights to any Partner
to any IPR.
2. Nor shall this MOU grant any Partner any rights in or to the
Confidential Information of the other Partner except as expressly set
forth herein.
3. No Partner is entitled to use the crest, logo, image or reference
to the Partners or a Partner unless the Partner owning it has
consented to its use.
X.
Exclusivity and Non-Compete
1.
The Partners agree that they will be mutually exclusive to one
another for the tender proposal for whichever is the earlier of
the term of this MOU or termination.
2.
Nothing in this MOU obliges any Partner to transact with the
other Partner and each Partner reserves the right to terminate
this MOU in accordance with clause VI above.
XI (A) Remedies
1. The Partners agree that any violation or threatened violation of
this MOU may cause irreparable injury to the other Partner(s),
entitling the other Partner(s) to seek injunctive relief in addition
to all legal remedies.
XI (B) Limitation of Liability
1. Each Partner acknowledges and agrees that it will be responsible
for any breach of the terms and conditions set out in this MOU caused
by the Partner responsible for the breach, its officers, directors,
employees and contractors and for the remedy of such breach within an
agreed timescale.
XI (C) Miscellaneous
1. No Partner may assign its rights or obligations under this MOU
without the prior written consent of the other Partners.
2. Any attempted assignment in violation of this clause IX(C) will be
null and void.
3. This document contains the entire agreement between the Partners
with respect to the subject matter hereof, and no Partner shall have
any obligation, express or implied by law, with respect to trade
secret or proprietary information of any of the Partners except as set
forth herein.
4. The invalidity or unenforceability of any provision of this MOU, or
any of its terms or provisions, will not affect the validity of this
MOU as a whole, which will at all times remain in full force and
effect.
5. A failure to enforce any provision of this MOU will not constitute
a waiver thereof or of any other provision.
6. This MOU may not be amended, nor any obligation waived, except by
writing signed by all Partners in accordance with clause VI above.
XI (D) Third Party Rights
1. No term of this MOU is enforceable under the Contracts (Rights of
Third Parties) Act 1999 by a person who is not a party to this MOU.
XI (E) Law
1. This MOU is governed by and construed in all respects in accordance
with English law and the Partners irrevocably submit to the exclusive
jurisdiction of the English courts for the purposes of any dispute in
relation to it.
X.
EFFECTIVE DATE AND SIGNATURE
1. This MOU shall be effective upon the last date of authorised
signature below. The effective date shall be XX and the term of this
MOU shall run until XX unless terminated earlier under the provisions
of clause V.
2. The Partners duly authorised representatives hereby indicate
agreement with this MOU by their signatures below.
Signatures and dates
Signed for and on behalf of DHU
by
Signature:
Date:
Signed for and on behalf of ELR GP FED
by
Signature:
Date:
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