Funding Agreement HPPA Final 2007 by djwOO1l1


									Medibank Private
Safety and Clinical
Improvement Incentive
Pool Funding
<insert name of initiative>

Medibank Private Limited ABN 47 080 890 259 (Medibank
<insert name of hospital> ABN <insert ABN> (Hospital)
Funding Agreement

Details                                      3

Agreed terms                                 5
1.    Defined terms & interpretation          5

2.    Term                                    6

3.    Payments                                6

4.    Conditions of funding                   6

5.    Reporting                               7

6.    Compliance                              7

7.    Intellectual Property                   7

8.    Facilities and Equipment                8

9.    Taxes                                   8

10.   Termination                             8

11.   Indemnity                               9

12.   Confidential information and privacy    9

13.   Acknowledgements and Publicity          9

14.   General                                10
Schedule – Details                           11

– Details                                    12

Signing page                                 14
Attachment – Initiative Plan                 14

Name                    Medibank Private Limited
ABN                     47 080 890 259
Short form name         Medibank
Notice details          Level 16, 700 Collins Street, Docklands VIC 3008
                        Facsimile: (03) 8622 5270
                        Email: <insert email address>
                        Attention: <insert name of Hospital Manager> Senior Hospital Manager, Health

Name                    <insert name of hospital>
ABN                     <insert ABN>
Short form name         Hospital
Notice details          <insert address>
                        Facsimile: <insert fax number>
                        Email: <insert email address>
                        Attention: <insert name>

A     Medibank wishes to work with contracted hospitals to identify, implement and evaluate measures
      to improve clinical outcomes for Medibank members, reduce the risk of adverse events and
      encourage innovation and identification of best practice in clinical care in Australian private
B     To support those goals, Medibank has established a dedicated pool of funds called the Medibank
      Private Safety and Clinical Improvement Incentive Pool (Funds Pool).
C     The Funds Pool has an annual budget with a capped sum allocated to each initiative approved by
      Medibank under the Funds Pool guidelines.
D     The objectives of the Funds Pool are to:
      (a)    support contracted hospitals to meet the Medibank Private Quality and Safety Framework
      (b)    encourage practices that improve the clinical outcomes from private health care provided
             to Medibank members;
      (c)    support the implementation of measures to improve safety of Medibank members in
             private health care;
      (d)    promote early update of systems and processes identified as priorities by peak health
             bodies such as the Australian Commission on Safety and Quality in Health Care (formerly
           the Australian Council for Quality and Safety in Health Care) and of guidelines developed
           by professional bodies such as the Royal Australasian College of Physicians and the Royal
           Australian College of Surgeons;
    (e)    encourage private sector participation in industry quality and safety initiatives and pilots
           such as those conducted by the National Institute of Clinical Studies; and
    (f)    improve identification and awareness of effective quality and safety interventions across
           the Australian hospital sector,
    (together, the Funds Pool Objectives).
E   Medibank encourages legitimate and lawful sharing of the results from these initiatives among
    providers, the public and the Medibank membership to promote awareness of effective
    interventions across the private hospital sector and the Australian health care system.
F   On the Hospital's application, Medibank has agreed to contribute certain funds from the Funds
    Pool to the Hospital to assist the Hospital to undertake the Initiative.
G   This agreement constitutes a supplemental agreement to the HPPA between Medibank and the
    Hospital and sets out the terms on which Medibank will contribute Funds to the Hospital to
    undertake the Initiative.
Agreed terms

1.    Defined terms & interpretation
1.1   Defined terms
      In this document:
      Business Day means a day that is not a Saturday, Sunday, bank holiday or public holiday in
      Victoria, Australia;
      Conditions of Funding has the meaning given in clause 4;
      Effective Date means the date set out in Item 2 of the Schedule;
      Equipment has the meaning given in clause 8;
      Expiry Date means the date set out in Item 3 of the Schedule;
      Final Report means a report required under clause 5(b);
      Funds means all money or benefits contributed by Medibank to the Hospital as specified in Item
      5 of the Schedule;
      GST has the meaning contained in the GST Act;
      GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth) as amended
      from time to time;
      HPPA has the meaning contained in Item 4 of the Schedule;
      Initiative has the meaning contained in Item 1 of the Schedule;
      Initiative Intellectual Property has the meaning contained in clause 7(a);
      Initiative Plan means the plan contained in the Annexure which includes details of how the
      Hospital proposes to undertake the Initiative, the key deliverables and milestones for key tasks,
      the budget for the Initiative, the procedures for evaluating the Initiative, details of any required
      legal or ethical approvals and a proposal to sustain the outcomes of the Initiative and extend those
      outcomes (if possible) to other hospital settings and providers;
      Intellectual Property means all intellectual property rights (whether or not such rights are
      capable of registration) including copyright, patents and patent applications, designs and design
      applications, trademarks and trade mark applications and confidential information (including trade
      secrets and Know-How);
      Know-How means all information not in the public domain including drawings, designs,
      diagrams, computer programs, data, formulae, specifications, procedures for experiments and
      tests, results of experiments and tests, techniques and information;
      Progress Report has a report required under clause 5(a) (if any);
      Tax Invoice means a document that complies with the requirements of a tax invoice as specified
      in the GST Act;
      Taxes means all government duties, taxes, imposts, excise, deductions, charges and withholdings
      (excluding income tax); and
      Term has the meaning provided in clause 2.
1.2   Interpretation
      In this agreement, unless the contrary intention appears:
      (a)    headings are for ease of reference only and do not affect the meaning of this agreement;
      (b)    the singular includes the plural and vice versa and words importing a gender include other
      (c)    other grammatical forms of defined words or expressions have corresponding meanings;
      (d)    a reference to a clause, paragraph, annexure or schedule is a reference to a clause,
             paragraph of, annexure or schedule to this agreement and a reference to this agreement
             includes any schedules and annexures;
      (e)    a reference to a document or agreement, including this agreement, includes a reference to
             that document or agreement as novated, altered or replaced from time to time;
      (f)    a reference to a specific time for the performance of an obligation is a reference to that
             time in the State, Territory or other place where that obligation is to be performed;
      (g)    a reference to a party includes its executors, administrators, successors and permitted
      (h)    words and expression importing natural persons include partnerships, bodies corporate,
             associations, governments and governmental and local authorities and agencies; and
      (i)    a reference to any legislation or statutory instrument or regulation is construed in
             accordance with the Acts Interpretation Act 1901 (Cth) or the equivalent State legislation,
             as applicable.

2.    Term
      This agreement commences on the Effective Date and will expire on the Expiry Date, unless
      terminated earlier in accordance with clause 10 (Termination).

3.    Payments
      (a)    Subject to clause 4, during the Term Medibank will contribute the Funds to the Hospital in
             accordance with the Schedule.
      (b)    The Hospital must only use the Funds for implementing the Initiative and must not use the
             Funds for any other purpose including, without limitation, for or in relation to any other
             project or research being undertaken by the Hospital.

4.    Conditions of funding
      Medibank is only required to contribute the Funds to the Hospital in accordance with clause 3 if
      all of the following conditions are satisfied at the time the relevant Funds are payable to the
      (a)    the HPPA remains operative and in full effect; and
      (b)    the Hospital has been and is complying with the quality and safety requirements under
             Medibank's Quality and Safety Framework and the HPPA; and
      (c)    the Hospital has been, and is, complying with this agreement,
     (d)    the Hospital has been and is complying with all of the guidelines issued by Medibank
            from time to time regarding the Funds Pool; and
     (e)    in relation to obligations up to the date that the Funds are payable:
            (i)     the Hospital has performed all of the activities and tasks required by the Initiative
            (ii)    the Hospital has submitted to Medibank any reports required under clause 5; and
            (iii)   the Hospital has achieved any key milestones or other deliverables required under
                    the Initiative Plan,
     (together the Conditions of Funding).

5.   Reporting
     (a)    The Hospital must prepare and provide a progress report to Medibank in accordance with
            the requirements set out in Item 6 of the Schedule (Progress Report).
     (b)    The Hospital must prepare and provide to Medibank a final report on completion of the
            Initiative (Final Report) in accordance with the requirements set out in item 7 of the
     (c)    In addition to the reporting obligations under clauses 5(a) and 5(b), the Hospital must
            promptly provide to Medibank at Medibank's request:
            (i)     an update regarding the progress of the Initiative or the evaluation of the impact of
                    the Initiative; and
            (ii)    an account of the Hospital's application of the Funds toward the Initiative, with
                    appropriate supporting evidence.

6.   Compliance
     (a)    The Hospital must ensure that the Initiative is compliant with all laws.
     (b)    The Hospital must ensure that in relation to implementation of the Initiative Plan, all:
            (i)     relevant laws are complied with;
            (ii)    necessary approvals and consents are obtained,
            (iii)   relevant ethical standards are observed; and
            (iv)    relevant privacy and confidentiality requirements are met.

7.   Intellectual Property
     (a)    Any Intellectual Property, including improvements to or adaptations of any Intellectual
            Property, created by the Hospital arising from the Initiative or use of the Funds will be
            owned by the Hospital (Initiative Intellectual Property).
     (b)    The Hospital agrees to grant to Medibank a non-exclusive, royalty-free, non-revocable
            licence to use, sub-licence, reproduce, publish, communicate to the public or adapt at any
            time any Initiative Intellectual Property.
     (c)    The Hospital warrants to Medibank that the exercise by Medibank of the rights granted
            under clause 7(b) will not infringe any third party rights in the Initiative Intellectual

8.   Facilities and Equipment
     (a)    The Hospital will provide all other facilities and resources (apart from the Funds) required
            to achieve the milestones and deliverables set out in the Initiative Plan.
     (b)    Any property or equipment purchased by the Hospital with the Funds (Equipment) will
            be owned by the Hospital but must be used solely in connection with the Hospital's
            activities under the Initiative Plan until termination of this agreement. The Hospital will
            be responsible for all costs and maintenance together with all risks associated and in
            connection with the Equipment.

9.   Taxes
     (a)    Subject to clause 9(b), the Hospital shall be responsible for paying all Taxes incurred or
            arising in relation to this agreement or any transaction contemplated by this agreement.
     (b)    The parties acknowledge and agree that the Funds set out in the Schedule are expressed on
            a GST exclusive basis.
     (c)    Medibank will not be required to pay any amount to the Hospital under this agreement
            unless it has first received a Tax Invoice from the Hospital.

10. Termination
10.1 Early Termination
     This agreement may be terminated by Medibank immediately by notice in writing to the Hospital
     at any time during the Term if:
     (a)    in the reasonable opinion of Medibank, the Hospital has failed to use its best endeavours
            to satisfy, or has failed in a serious or ongoing respect to satisfy, the Conditions of
            Funding; or
     (b)    in the reasonable opinion of Medibank, the Hospital has breached any ethical guidelines,
            has failed to obtain any relevant approvals required, has failed to act competently,
            diligently or with scientific honesty, or has compromised the safety or wellbeing of
            participants or subjects (actual or intended), in connection with its activities under the
            Initiative Plan; or
     (c)    without limiting paragraphs (a) and (b) in any way, Medibank has notified the Hospital
            that it must take action to meet a time frame, perform an activity or achieve an objective
            as required in the Initiative Plan and, after 15 Business Days, the Hospital has failed, in
            the reasonable opinion of Medibank, to take such action or to agree an appropriate
            remedial plan with Medibank; or
     (d)    the HPPA is no longer in full force and effect.

10.2 Impact of Termination
     (a)    Within 10 Business Days of termination of this agreement, the Hospital must return any
            Funds provided by Medibank to the Hospital which were not used by the Hospital in
            accordance with the Initiative Plan during the Term;
      (b)    Medibank will not be liable for payment of any Funds or compensation to the Hospital on
             termination of this agreement, other than for failure to pay any Funds due and payable
             prior to the date of termination of this agreement.
      (c)    On termination of this agreement, Medibank may set off against any amount owing by
             Medibank to the Hospital (including under the HPPA), any amounts owing by the
             Hospital to Medibank or for which the Hospital is liable to Medibank.
      (d)    Clauses 1, 5(c)(ii), 7, 9, 10.2, 11, 12, 13 and 14 continue to apply after termination or
             expiry of this agreement.

11. Indemnity
      The parties acknowledge and agree that the indemnity provided by the Hospital in favour of
      Medibank under the HPPA extends to indemnification against loss or damage suffered by
      Medibank from any claim arising from the wilful or negligent act or omission of the Hospital in
      respect of and in connection with this agreement.

12. Confidential information and privacy
      Subject to clause 13, the confidentiality and privacy obligations contained in the HPPA apply to
      this agreement as if set out in full in this agreement.

13. Acknowledgements and Publicity
13.1 Acknowledgement
      Any publication or promotion undertaken by the Hospital which is authorised or consented to by
      the Hospital that refers to the Initiative or its outcomes must
      (a)    expressly acknowledge the support provided to the Hospital by Medibank; and
      (b)    in relation to the references to Medibank, be:
             (i)     made with the prior written consent of Medibank; and
             (ii)    delivered in accordance with any publicity protocols, guidelines or branding
                     requirements of Medibank.

13.2 Publication of information
      The Hospital consents to Medibank publicly disclosing any or all of the following information
      (whether by way of communications to Medibank members and/or the general public or posting
      on the Medibank website):
      (a)    the contribution of Funds by Medibank to the Hospital for the Initiative;
      (b)    details of, or information regarding, the Initiative; and
      (c)    the results or outcomes of the Initiative.
14. General
14.1 Assignment
     The Hospital must not assign, novate or sub-contract or purport to assign, novate or sub-contract
     this agreement or any right or obligation under this agreement unless it obtains the prior written
     consent of Medibank, which may be withheld or granted in Medibank's absolute discretion.

14.2 Relationship
     The parties expressly agree that nothing contained in this agreement constitutes a relationship of
     partnership, joint venture, principal or agent between the parties.

14.3 Waiver
     The failure of either party at any time to require performance of any obligation under this
     agreement is not a waiver of that party's right:
     (a)     to insist on performance of, or claim damages for breach of, that obligation unless the
             party acknowledges in writing that the failure is a waiver; and
     (b)     at any other time to require performance of that or any other obligation under this

14.4 Alteration
     This agreement and the Initiative Plan may only be altered in writing signed by both parties.

14.5 Costs
     Each party must pay its own costs of negotiating, preparing and executing this agreement.

14.6 Severability
     A term or part of a term of this agreement that is illegal or unenforceable may be severed from
     this agreement and the remaining terms or parts of the term of this agreement continue in force.

14.7 Notices
     Any notice or communication required to be given or made under this agreement:
     (a)     shall be in writing;
     (b)     shall be sufficiently given if it is delivered by hand or by pre-paid post or by facsimile to
             the other party to the address or facsimile number last notified by the intended recipient to
             the sender; and
     (c)     will be taken to be duly given or made:
             (i)     in the case of delivery in person, when delivered;
             (ii)    in the case of delivery by post, two Business Days after the date of posting; and
             (iii)   in the case of facsimile or e-mail, on receipt by the sender of the transmission
                     control report from the despatching machine showing the relevant number of
                     pages and the correct destination facsimile machine number or name of recipient
                     or e-mail generates a message confirming successful transmission and indicating
                     that the transmission has been made without error.

14.8 Entire agreement
     This agreement:
     (a)     constitutes the entire agreement between the parties as to its subject matter; and
     (b)    in relation to that subject matter, supersedes any prior understanding or agreement
            between the parties and any prior condition, warranty, indemnity or representation
            imposed, given or made by a party,
     provided that this agreement constitutes a supplemental agreement to the HPPA.

14.9 Governing law and jurisdiction
     This agreement is to be governed by the laws of the State of Victoria and each party irrevocably
     and unconditionally submits to the non-exclusive jurisdiction of the Victorian courts.

– Details

1.   Initiative
     Initiative means <insert initiative> which aims to <insert description of initiative>.

2.   Effective date
     Effective Date means 1 June 2007.

3.   Expiry date
     Expiry Date means 31 May 2008.

4.   HPPA
     HPPA means the hospital purchaser provider agreement between Medibank and the Hospital
     dated <insert date of HPPA> and any agreement supplementing or replacing that agreement.

5.   Funds
     Medibank will pay the Hospital the following amount(s) in accordance with the table below:

      Payment amount         Conditions to payment ('Conditions')       Payment Date
      ($) (exclusive of
      <insert amount>              Receipt by Medibank of the         Within 21 days after all of the
                                     fully executed agreement           Conditions for this payment
                                                                        have been satisfied.
                                   Receipt by Medibank of a Tax
                                     Invoice issued by the Hospital
                                     in respect of the relevant

     Progress report requirements
     The requirements for the Progress Report are as follows:
     Due Date               Requirements

     30 November 2007

7.   Final Report Requirements
     The requirements for the Final Report are as follows:
     Due Date               Requirements

     30 April 2008
Signing page
EXECUTED as an agreement.

Signed for Medibank Private Limited by an
authorised officer in the presence of
                                                     Signature of officer


Signature of witness                                 Name of officer (print)

Name of witness (print)                              Office held

Executed by <insert name of hospital>

                                                                                            
Signature of director                           Signature of director/company secretary
                                                (Please delete as applicable)

Name of director (print)                        Name of director/company secretary (print)
Initiative Plan

Annexure to Medibank Private Safety and Clinical
Improvement Incentive Pool Funding Agreement

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