The Health Administration Web view[Insert name of Local Health District or Specialty Network...

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[Insert name of Local Health District or Specialty Network Statutory Health Corporation] (“the LHD”) and [Insert name of Accrediting Agency] (“Accrediting Agency”) AGREEMENT FOR THE PROVISION OF HEALTH SERVICES ACCREDITATION IMPORTANT NOTE TO LOCAL HEALTH DISTRICTS: This document is a template Agreement developed to assist LHDs negotiate signed agreements with accrediting agencies. Once settled, certain terms and conditions of the contract will be mandatory and cannot be amended. The Schedules can be adapted to suit LHD needs except Schedule 5, Confidentiality Deed. It is intended that existing contracts with Accrediting Agencies will continue until expiry or termination in accordance with the terms of those agreements and then this state-wide agreement will be adopted.

Transcript of The Health Administration Web view[Insert name of Local Health District or Specialty Network...

Page 1: The Health Administration Web view[Insert name of Local Health District or Specialty Network Statutory Health Corporation] (“ the . LHD ”) and [Insert name of . Accrediting Agency

[Insert name of Local Health District or Specialty Network Statutory Health Corporation]

(“the LHD”)

and

[Insert name of Accrediting Agency] (“Accrediting Agency”)

AGREEMENT FOR THE PROVISION OF HEALTH SERVICES ACCREDITATION

x

IMPORTANT NOTE TO LOCAL HEALTH DISTRICTS:

This document is a template Agreement developed to assist LHDs negotiate signed agreements with accrediting agencies.

Once settled, certain terms and conditions of the contract will be mandatory and cannot be amended. The Schedules can be adapted to suit LHD needs except Schedule 5, Confidentiality Deed.

It is intended that existing contracts with Accrediting Agencies will continue until expiry or termination in accordance with the terms of those agreements and then this state-wide agreement will be adopted.

PLEASE REMOVE THIS NOTE BEFORE SIGNING

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THIS AGREEMENT is made on the day of 201

BETWEEN

The [INSERT LHD details], ABN [INSERT ABN] a body corporate established pursuant to the Health Services Act 1997 (“the LHD”),

AND

[Insert name of Accrediting Agency] ABN [insert ABN] of [insert Accrediting Agency’s address] (“the Accrediting Agency”).

RECITALS

A. The National Health Reform Act 2011 (Cth) established the Australian Commission on Safety and Quality in Health Care (ACSQHC). As part of the ACSQHC functions, it is to administer the national scheme for accrediting health service organisations. The Australian Health Service Safety and Quality Accreditation Scheme (AHSSQA) nationally co-ordinates the accreditation processes.

B. The LHD is a public health organisation established under Chapter 3 of the Health Services Act 1997 (NSW).

C. The LHD wishes to engage the Accrediting Agency to assess the Health Services within the LHD against the ACSQHC administered National Safety and Quality Health Service (NSQHS) Standards as varied from time to time (Services).

D. The Accrediting Agency, as required by the AHSSQA, has been approved by the ACSQHC as an ‘approved accrediting agency’.

E. The Accrediting Agency, on the basis of the Proposal submitted to the LHD, has been selected by the LHD to provide the Services.

F. The Accrediting Agency has agreed to provide the Services in accordance with the terms and conditions of this Agreement.

G. This Agreement determines the terms and conditions for the relationship between the parties for the full accreditation cycle or Term of the Agreement. In respect of accreditation for each of the Health Services within the LHD, the parties will agree the details in a separate ‘Order Form’ as set out in Annexure C to this Agreement.

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OPERATIVE PROVISIONS

1. INTERPRETATION PROVISIONS1.1 Definitions

In this Agreement including the Recitals, unless the context otherwise requires:

“Accrediting Agency” means [insert name of Accrediting Agency, and ABN] and includes the officers, employees, agents and any approved sub-contractors of the Accrediting Agency;

“Accrediting Agency’s Representative” means the person named in Item 3 of Schedule 1 or such other person as the Accrediting Agency may, from time to time, nominate in writing;

“Agreement” means this Agreement including the Schedules and Annexures;

“Annexure” means an annexure to this Agreement;

“Commencement Date” means the date specified in Item 1 of Schedule 1;

“Confidential Information” means any information and all other knowledge at any time disclosed (whether in writing or orally) to the Accrediting Agency by the LHD, or acquired by the Accrediting Agency in performing the Services which:

(a) is by its nature confidential;

(b) is designated, or marked, or stipulated as confidential;

(c) the Accrediting Agency knows or ought to know is confidential;

and includes but is in no way limited to:

(d) the Contract Material;

(e) the LHD’s Material;

but does not include information which:

(f) is or becomes public knowledge other than by breach of this Agreement;

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(g) is in the lawful possession of the Accrediting Agency without restriction in relation to disclosure before the date of receipt of the information from the LHD or a third party;

(h) has been developed or acquired by the Accrediting Agency independently of the carrying out of the Services;

(i) is ascertainable through independent enquiries;

(j) is required to be disclosed pursuant to law, regulation, legal process or a regulatory authority;

“Consideration” has the meaning given to this term in GST Law;

“Contract Material” means:

(a) any Material created, written or otherwise brought into existence by or on behalf of the Accrediting Agency in the course of performing this Agreement in which subsists newly created Intellectual Property rights (“New Contract Material”);

and

(b) any Material which exists at the date of this Agreement and which is incorporated with the New Contract Material (“Existing Contract Material”);

“Fee” means the fee as referred to in Clause 6 and Item 5 of Schedule 1;

“GST” has the meaning given to this term in the GST Law;

“GST Law” has the meaning given by the A New Tax System (Goods & Services Tax) Act 1999 (Cth), related legislation and any delegated legislation made pursuant to such legislation;

“Health Information” is Personal Information that is information or an opinion about the physical or mental health or a disability (at any time) of an individual; or an individual’s express wishes about the future provision of health services to him or her; or a health service provided, or to be provided, to an information.

“Health Service” has the meaning given by the Health Services Act 1997 and, in the context of this agreement, refers to particular services or facilities that require accreditation for the purposes of the NSQHS Standards;

“Intellectual Property” includes patent, know-how, copyright, design, semi-conductor or circuit layout rights, computer software, confidential information,

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domain names, formulas, inventions, trademarks, trade, business or company names or other proprietary rights and any rights to registration of such rights, whether created before or after the Commencement Date in Australia or elsewhere;

“Lead Assessor” is the assessor allocated by the Accrediting Agency whose role is set out in clause 3.5 of this Agreement.

“LHD” means a Local Health District established as such under the Health Services Act 1997 and, for the purposes of this agreement, includes where relevant Specialty Network Governed Statutory Health Corporations similarly established under the Health Services Act 1997.

“LHD’s Material” means any Material supplied by the LHD to the Accrediting Agency by whatever means in relation to this Agreement;

“LHD’s Representative” means the person named in Item 4 of Schedule 1 or such other person as the LHD may, from time to time, nominate in writing;

“Material” includes, but is not limited to, software, documentation, information or data, whether or not in material form;

“Moral Rights” means the right of integrity of authorship, the right of attribution of authorship and the right not to have authorship falsely attributed, more particularly as conferred by the Copyright Act 1968 (Cth), and rights of a similar nature anywhere in the world whether existing at the Commencement Date or which may come into existence on or after the Commencement Date;

“Party” means the LHD or the Accrediting Agency as the context dictates and “Parties” means both of them;

“Payment Schedule” means the schedule for the payment of the Fee set out in Schedule 3;

“Personal Information” means information or an opinion (including information or an opinion forming part of a database) whether true or not and whether recorded in a material form or not, about an individual whose identity is apparent or can reasonably be ascertained from the information or opinion and includes, but is not limited to, Health Information;

“Proposal” means the proposal submitted by the Accrediting Agency in respect of the Services a copy of which is Annexure A to this Agreement;

“Regulator” means the NSW Ministry of Health as represented by the Clinical Excellence Commission;

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“Schedule” means a schedule to this Agreement;

“Services” mean:

(a) the services to be provided by the Accrediting Agency described in the Proposal and in Schedule 2 to this Agreement; and

(b) all reports to be provided by the Accrediting Agency as set out in this Agreement and Schedule 4 to this Agreement.

“Supply” has the same meaning given to it in the GST Law;

“Taxable Supply” has the same meaning given to it in the GST Law; and

“Term” means the period referred to in Item 2 of Schedule 1.

1.2Rules for Interpreting this Document

(a) All Schedules and Annexures to this Agreement shall be deemed to form part of, and be incorporated into this Agreement. In the event of any conflict or inconsistency between this Agreement, the Schedules, the Proposal and any other Annexures (or any parts thereof), the terms of the Agreement will apply to the extent of any inconsistency.

(b) Headings are for convenience only, and do not affect interpretation.

(c) Except where the context otherwise requires a reference in this Agreement to:

(i) the singular number includes a reference to a plural number and vice versa:

(ii) any person or company shall mean and include the legal personal representative, successor in title, and permitted assigns of such person or company as the circumstances may require;

(iv) a company includes a corporation and person and vice versa;

(d) Where there occurs a reference to the doing of anything by the LHD including giving any notice, consent, direction or waiver, this may be done by any duly authorised officer of the LHD.

2. TERM 2.1 Commencement Date

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This Agreement commences on the Commencement Date and will continue for the Term (both as specified in Schedule 1) unless terminated earlier in accordance with this Agreement.

The parties may agree to extend the contract for a further term of up to four years, such agreement to be made in writing.

3. THE ACCREDITING AGENCY’S OBLIGATIONS3.1 Accrediting Agency to Provide the Services

The Accrediting Agency must provide the Services in accordance with this Agreement.

3.2 Due Diligence

The Accrediting Agency shall perform the Services diligently and competently, with all necessary skill and care in a proper and professional manner in accordance with this Agreement and in accordance with all representations and warranties as to the Accrediting Agency’s experience, authorisation and ability expressly or impliedly made by reference to the Proposal and this Agreement and/or by law.

3.3 Authorisation

The Accrediting Agency must at all times during the Term of this Agreement maintain its approval as an ‘approved accrediting agency’ with the ACSQHC. The Accrediting Agency must notify the LHD immediately in writing if it loses its approval as an accrediting agency.

3.4 Knowledge of the LHD and Co-operation

(a) The Accrediting Agency must:

(i) use all reasonable efforts to inform itself of the ongoing requirements, business processes and operational procedures of the LHD in performing the Services;

(ii) regularly liaise, consult and/or meet with the LHD or its representatives in order for the LHD to discuss or assess the provision of the Services; and

(iii) consult, co-operate and confer with others as reasonably directed by the LHD.

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(b) Nothing in this clause 3.4 is to affect the independence of the Accrediting Agency in delivering the Services.

3.5 Allocation of Lead Assessor for each Health Service assessment

(a) The Accrediting Agency must allocate a properly qualified and experienced Lead Assessor for each Health Service being accredited to manage and coordinate the assessment

process. A Lead Assessor may accredit more than one Health Service within the LHD.

(b) The Lead Assessor will:

(i) have and maintain the knowledge, skills and experience required to manage accreditation assessment processes, an accreditation team and health service organisation engagement;

(ii) have developed an extensive understanding of the NSW health system;

(iii) conduct sufficient assessments annually to ensure they maintain their skills and knowledge in assessing to the NSQHS Standards.

(c) The Lead Assessor and/or the Accrediting Agency must, in consultation with the LHD Representative, arrange to meet either face to face or by telephone within thirty (30) days to forty five (45) days prior to the date for commencement of the onsite survey for the Health Service, nominated representatives of the Health Service or LHD to discuss and agree the following details which are to be reflected in Annexure C for each individual Health Service assessment (Initial Meeting):

(i) the Accrediting Agency’s expectations with respect to access to LHD facilities and staff for the assessment;

(ii) the nature of evidence required by the Accrediting Agency to be provided by the Health Service to demonstrate compliance with the NSQHS Standards (for example, paper, electronic, desktop);

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(iii) the proposed timetable for the assessment including the number of days;

(iv) the proposed Accrediting Agency team of assessors, the assessors’ qualifications and experience; and

(v) the customer support services offered by the Accrediting Agency and how Health Service staff can access these services.

3.6 Reporting to LHD

(a) Risk of significant harm

The Accrediting Agency is required to report to the LHD in relation to the identification of a risk of significant harm to patients immediately, in writing, and as set out in Schedule 4.

(b) Assessment outcomes

The Accrediting Agency is required to report to the LHD in relation to the initial assessment outcome and final report as set out in Schedule 4.

3.7 Reporting to ACSQHC

The Parties acknowledge that the Accrediting Agency is required to provide the ACSQHC with notifications, reports and other information arising from the provision of the Services in accordance with the terms of the Accrediting Agency’s approval.

3.8 Reporting to the Regulator

The Accrediting Agency must notify the Regulator of certain things, including but not limited to, the identification of a significant risk of harm to patients, and must routinely submit accreditation outcome data to the Regulator as required from time to time.

For the avoidance of doubt, the Accrediting Agency must report to the Regulator in a manner, form and frequency required by the ACSQHC to maintain the Accrediting Agency’s approval as an accrediting agency.

3.9 Protection of LHD’s Material

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The Accrediting Agency accepts all responsibility for the secure guardianship of the LHD’s Material.

3.10 Direction of LHD

The Accrediting Agency must comply with any reasonable direction of the LHD as related to the LHD’s obligations under the Work Health and Safety Act 2011.

3.11 Sub-contracting

(a) The Accrediting Agency must not sub-contract the whole or any part of the obligations under this agreement without the prior written approval of the LHD. Any approval given by the LHD to sub-contract any part of the Services does not relieve the Accrediting Agency from its liabilities or obligations under this Agreement and the LHD may, in giving its approval, impose such conditions as it sees fit.

(b) Without limiting the generality of subclause (a), notwithstanding any consent given by the LHD, the Accrediting Agency will be responsible for ensuring the suitability of any sub-contractor for the work proposed to be carried out and for ensuring that the work proposed to be carried out by the sub-contractor meets the requirements of this Agreement.

(c) The Accrediting Agency agrees and acknowledges that it will be liable to the LHD for any negligent, wilful or reckless acts, defaults or omissions of any sub-contractor or any employee or agent of the sub-contractor as fully as if they were the negligent, wilful or reckless acts, defaults or omissions of the Accrediting Agency or the employees or agents of the Accrediting Agency.

(d) The Accrediting Agency will ensure that a sub-contractor is aware of all the terms and conditions of the Agreement relevant to the sub-contractor’s part in the performance of the Services.

3.12 Compliance with Law

The Accrediting Agency must:

(a) comply with all applicable standards, codes of conduct, laws and regulations to the extent that such standards, codes of conduct, laws and regulations are relevant to this Agreement and/or the performance of the Services; and

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(b) not do anything that would cause the LHD to breach its obligations under any such standards, codes of conduct, laws and regulations.

4. THE LHD’S OBLIGATIONSThe LHD will as soon as practicable, or as required by this Agreement:

(a) make or arrange to make available onsite at the Health Service or electronically to the Accrediting Agency all relevant instructions, records (including health care records), information, documentation or data or any other material as is necessary for the performance of the Services;

(b) complete a Self-Assessment against the NSQHS Standards and any other standards as documented in this Agreement, if requested to do so by the Accrediting Agency;

(c) complete any pre-survey documentation as requested in writing by the Accrediting Agency;

(d) provide reasonable access to the LHD’s Health Services to be assessed as set out in Schedule 1 and Annexure C to allow the Accrediting Agency to deliver the Services;

(e) provide assistance to the Accrediting Agency, as reasonably required and as set out in Schedule 1 and Annexure C of this Agreement so that the Accrediting Agency may competently perform its duties under this Agreement; and

(f) pay the Accrediting Agency the Fee in accordance with this Agreement.

5. REPRESENTATIVES5.1 Accrediting Agency’s Representative

The Accrediting Agency’s Representative will act as the representative of the Accrediting Agency in all matters relating to this Agreement. Any substituted representative must be notified in writing to the LHD. The Accrediting Agency’s representative may be the Lead Assessor as allocated in clause 3.5.

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5.2 The LHD’s Representative

The LHD’s Representative will act as the LHD’s representative in connection with this Agreement.

6. FEE6.1 Payment of Fee

(a) The LHD will, in Consideration of the Accrediting Agency performing the Services, pay to the Accrediting Agency the Fee in accordance with Schedule 3.

(b) The Fee, or an instalment of the Fee, must be paid within 30 days of the LHD receiving a correctly rendered invoice from the Accrediting Agency or as otherwise agreed between the LHD and the Accrediting Agency.

(c) The Accrediting Agency must provide a copy of its schedule of fees if requested to do so by the LHD.

6.2 No additional payment to the Fee and no penalties

Subject to clause 6.3 and unless expressly stated otherwise in Schedule 3, the Fee includes all costs associated with providing the Services (including any cost for travel, subsistence or accommodation), and the LHD should not be liable for any other amount in respect of the provision of the Services.

For the avoidance of doubt, the LHD will not be liable for any penalty or additional cost for any change of date for an assessment where 90 days written notice is provided to or by the Accrediting Agency. Where less than 90 days’ notice is provided, the Parties will negotiate a reasonable penalty payable by the LHD, such penalty not to exceed the actual costs incurred by the Accrediting Agency in changing the date for the assessment. No penalty will be payable if the circumstances prompting the change of date by either party within the 90 days were beyond the control of either party.

6.3 Payment for additional Accrediting Agency Services – ‘Not met actions’ or Risk of Significant Patient Harm

Following assessment, if the Accrediting Agency specifies ‘not met’ actions that require a Health Service to implement quality improvement strategies to address these actions within 90 days, or notifies the LHD of a Risk of Significant Patient Harm that require a

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Health Service and the Accrediting Agency to negotiate a plan or action and timeframe to remedy the issues, the Accrediting Agency will, at the time of issuing the ‘not met’ assessment or the Risk of Significant Patient Harm notification or within two (2) business days of issuing the assessment, provide the LHD with an estimate of the cost required to reassess those actions onsite or otherwise.

The costs of reassessment are additional to the Fee but are to be reasonable and must be agreed to in writing by the LHD prior to the Accrediting Agency issuing the invoice for the additional Services. The

LHD reserves the right, in its sole discretion, to reject the cost estimate on the basis of unreasonableness and the parties must then negotiate to settle the cost of reassessment.

7. GST7.1 Same meaning as the GST Law:

The Parties agree that:

(a) Words or expressions used in this clause which are defined in the GST Law have the same meaning in this clause unless otherwise provided;

(b) Unless a payment is expressly stated to be inclusive of GST, all payments have been calculated without regard to GST;

(c) If GST is payable on a Taxable Supply made under, by reference to, or in connection with this Agreement, the Party providing the Consideration for that Taxable Supply must also pay the GST amount as additional consideration.

7.2 Registration under GST Law

Each Party warrants that at the time any Taxable Supplies are made under this Agreement, that Party is or will be registered under the GST Law.

8. TIME and EXTENSION OF TIME 8.1 Timely provision of Services

The Accrediting Agency shall perform and provide the Services within such time limits, if any, as are specified in this Agreement.

8.2 Extension of Time

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Where the Accrediting Agency’s ascertains that there is likely to be a significant delay in the Accrediting Agency discharging an obligation under this Agreement, the Accrediting Agency will immediately notify the LHD, in writing, of the facts and circumstances which the Accrediting Agency considers will give rise to such a delay (including the extent or likely extent of the delay and any proposed strategies to manage the consequences of the delay) and request an extension of time.

8.3 Granting/ Refusal of Extension of Time

The LHD may at its absolute discretion, but acting reasonably, grant or withhold its agreement to a request for extension of time by the Accrediting Agency.

9. VARIATIONS 9.1 Variation of Services

Either party may, in writing, request the Accrediting Agency to vary the Services. The other party must respond within a reasonable time and the Accrediting Agency must subsequently provide a quotation in accordance with Clause 9.2.

9.2 Accrediting Agency to provide quote

The Accrediting Agency must provide the LHD with a written quotation of the time, cost and programming effects of the proposed variation. On receipt of a quotation, the LHD, if it wishes the variation to proceed, must approve the variation in writing to the Accrediting Agency.

10. CONFIDENTIALITY10.1 Accrediting Agency not to disclose Confidential Information

The Accrediting Agency must not use or disclose Confidential Information to any person except as required to deliver the Services unless:

(a) the disclosure is required as part of a notification to the ACSQHC or the Regulator as required by the terms of the Accrediting Agency’s approval as an accrediting agency; or

(b) where the disclosure is required by law.

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The Accrediting Agency must take reasonable steps to ensure that the Confidential Information in its possession is kept confidential and protected against unauthorised use and access.

10.2 Certain disclosure permitted

In addition to disclosure of Confidential Information to the ACSQHC permitted under clause 10.1, the Accrediting Agency may disclose Confidential Information to its officers, employees and permitted sub-contractors (“permitted recipient”) where such disclosure is essential to carrying out their duties or in accordance with this Agreement.

10.3 Disclosure subject to conditions

Before disclosing the Confidential Information to a permitted recipient, the Accrediting Agency will ensure that the permitted recipient is aware of the confidentiality requirements of this Agreement and is advised that he/ she is strictly forbidden from disclosing the Confidential Information or from using the Confidential Information other than as permitted by this Agreement. The LHD may, at its sole discretion and at any time, require the Accrediting Agency to arrange for a permitted recipient to execute a deed (in the form set out in Schedule 5 or in such form as may be required by the LHD) relating to the non-disclosure and use of the Confidential Information and the Accrediting Agency will promptly arrange for such deed to be executed and provided to the LHD.

10.4 Confidential Information must not be copied or reproduced

Except as otherwise permitted by this Agreement, the Confidential Information must not be copied or reproduced by the Accrediting Agency and/or the permitted recipient without the prior written permission of the LHD, except for such copies as may be reasonably required to accomplish the purpose for which the Confidential Information was provided pursuant to this Agreement.

10.6 Ex-Partners, officers, agents, sub-contractors or employees of Accrediting Agency

If any person, being any partner, officer, agent, Accrediting Agency, sub-contractor or employee of the Accrediting Agency, who has had access to the Confidential Information in accordance with this Agreement leaves the service or employ of the Accrediting Agency then the Accrediting Agency will procure that that person does not do

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or permit to be done anything which, if done or permitted to be done by the Accrediting Agency, would be a breach of the obligations of the Accrediting Agency under this Agreement.

11. PRIVACY AND DISCLOSURE OF PERSONAL INFORMATION11.1 Accrediting Agency responsibilities for Personal Information

Where the Accrediting Agency has access to Personal Information in order to fulfil its obligations under this Agreement, and without limiting any obligation under Clause 11.3 it must:

(a) where the Accrediting Agency is responsible for holding the Personal Information, ensure that Personal Information is protected against loss and against unauthorised access, use, modification or disclosure and against other misuse;

(b) not use Personal Information other than for the purposes of the Agreement, unless:

(i) required or authorised by law; or

(ii) authorised in writing by the individual to whom the Personal Information relates but only to the extent authorised;

(c) not disclose Personal Information without the prior written agreement of the LHD or the prior written agreement of the individual to whom the Personal Information relates, unless required or authorised by law. The LHD may, at its sole discretion and at any time, require the Accrediting Agency to arrange for a permitted recipient to execute a deed (in the form set out in Schedule 5 or in such form as may be required by the LHD) relating to the non-disclosure and use of the Personal Information and the Accrediting Agency will promptly arrange for such deed to be executed and provided to the LHD;

(d) ensure that only authorised personnel have access to Personal Information;

(e) immediately notify the LHD if it becomes aware that a disclosure of Personal Information is, or may be required or authorised by law; and

(f) comply with such other privacy and security measures as the LHD reasonably advises the Accrediting Agency in writing from time to time.

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11.2 Accrediting Agency to Notify the LHD of any breach

The Accrediting Agency must immediately notify the LHD upon becoming aware of any breach of Clause 11.1.

11.3 Accrediting Agency to comply with law

The Accrediting Agency must:

(a) comply with its obligations under or arising pursuant to the Privacy Act 1988 (Cth), Privacy and Personal Information Act 1998 (NSW), Health Records & Information Privacy Act 2002 (NSW) and other State legislation relating to privacy to the extent that such legislation is relevant to this Agreement and/or the performance of the Services; and

(b) not do anything that would cause the LHD to breach its obligations under any such legislation.

11.4 Accrediting Agency to comply with the LHD policies

The Accrediting Agency must comply with the NSW Health Privacy Manual for Health Information in respect of any Personal Information disclosed to the Accrediting Agency by the LHD or acquired by the Accrediting Agency in performing the Services.

11.5 Compliance of employees, agents and sub-contractors

The Accrediting Agency must ensure its officers, employees, agents and any approved sub-contractors comply with the requirement of Clauses 11.3 and 11.4 above.

12. INTELLECTUAL PROPERTY

12.1 New Contract Material

Title to, and Intellectual Property rights in, all New Contract Material shall, on creation, vest or otherwise be assigned or transferred to the Accrediting Agency, without the need for further assurance.

12.2 Existing Contract Material

This Agreement does not affect the Intellectual Property rights in Existing Contract Material, but the Accrediting Agency hereby grants

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to the LHD, and ensures that relevant third parties grant to the Accrediting Agency, without additional cost, a non-exclusive, irrevocable, transferable licence to use, reproduce, communicate to the public and adapt for its own purposes all those Intellectual Property rights, but only as part of the Contract Material and any developments of that material.

12.3 Moral Rights

The Accrediting Agency must hold, or obtain, consents from all authors of Contract Material to its use and adaptation by the LHD without restriction and without any requirement to attribute the Contract Material to its authors.

12.4 Limitations on the use by the Accrediting Agency

The Accrediting Agency must ensure that the Contract Material is used, copied, supplied or reproduced only for the purposes of this Agreement unless it has obtained the prior written approval of the LHD to do otherwise. Any such approval may be given on any terms or conditions the LHD considers appropriate.

12.4 Limitation on use of emblems, logo and trademarks

Neither party may use, and must ensure that officers, employees, agents and subcontractors do not use, the emblems, logo, or trademarks of the other party except as expressly provided in this Agreement or with the other parties’ written consent.

13. CONFLICT OF INTEREST13.1 Accrediting Agency to notify of possibility of conflict of interest

The Accrediting Agency undertakes that at the date of this Agreement, no conflict of interest exists or is likely to arise in the performance of the Services. The Accrediting Agency must notify the LHD, in writing, immediately upon becoming aware of the existence, or possibility, of a conflict of interest.

13.2 Notice of Conflict of Interest

On receipt of a notice under Clause 13.1 the LHD may:

(a) approve the Accrediting Agency continuing to perform the Services, which approval may be subject to reasonable

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conditions to ensure appropriate management of the conflict; or

(b) where in the LHD’s reasonable view the conflict of interest cannot be appropriately managed, exercise its rights of termination under this Agreement.

14. WARRANTIES, INDEMNITY AND RELEASE14.1 Warranty as to personnel

The Accrediting Agency warrants that all personnel engaged in the performance of the Services are appropriately qualified, competent and experienced.

The LHD retains the right, in its sole discretion, to request that a particular Accrediting Agency surveyor not perform the Services on the basis that that person is not appropriately qualified, competent or experienced. The Accrediting Agency must use its best endeavours to accommodate the LHD’s request.

14.2 Warranty as to intellectual property

The Accrediting Agency warrants that it will not, in carrying out the Services, infringe or breach or permit to be infringed or breached any Intellectual Property rights of any third party.

14.3 Warranty as to compliance with law

The Accrediting Agency warrants and undertakes that all work done in connection with the Services will comply and conform with all applicable legislation and any regulations, by laws, ordinances, or orders made under such legislation as well as any applicable codes of conduct, policies, guidelines, quality assurance standards and all relevant Australian Standards applicable to the Services.

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14.4 Indemnity

The Accrediting Agency must indemnify and keep indemnified the LHD and its officers, employees and agents (“those indemnified”), from and against all actions, proceedings, claims, demands, costs, losses, damages and expenses (including reasonable legal costs and expenses), which may be brought against, made upon, or suffered or incurred by any of those indemnified arising directly or indirectly as a result of or in connection with:

(a) any infringement or alleged infringement of any Intellectual Property rights (including Moral Rights) by the Accrediting Agency or any of its officers, employees, agents and/or sub-contractors in connection with the provision, supply or use of the Services or any Contract Material provided under this Agreement;

(b) the provision of the Services to the extent that the same is due to a negligent, wilful or reckless act, default or omission of the Accrediting Agency or any of its officers, employees, agents and/or sub- contractors; and/or;

(c) any act or omission of the Accrediting Agency or any of its officers, employees, agents and/or sub-contractors resulting in personal injury to or the death of any person, or the loss of or damage to property,

and the Accrediting Agency hereby agrees to release and discharge the LHD from any actions, proceedings, claims or demands which, but for this provision, might be brought or made against or upon the LHD.

14.5 Liability may be reduced

The Accrediting Agency’s liability to indemnify those indemnified under this Agreement shall be reduced proportionally to the extent that any unlawful, wrongful, wilful or negligent act or omission of those indemnified caused or contributed to the liability or loss.

15. MINIMUM INSURANCE REQUIREMENTS 15.1 Accrediting Agency insurance

Without limiting the Accrediting Agency’s obligations under this Agreement, the Accrediting Agency will, during the Term of this Agreement and for a period of twelve (12) months after its expiration

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or termination, take out and maintain with a reputable insurance company the following insurance policies:

(a) a broad form public liability policy of insurance in the amount of not less than Twenty Million Dollars ($20,000,000) in respect of one occurrence and unlimited in the aggregate for any one period of cover for public liability;

(b) workers’ compensation insurance in accordance with applicable legislation in respect of all employees, consultants or contractors of the Accrediting Agency; and

(c) a professional indemnity policy of insurance in the amount of not less than ten million Dollars ($10,000,000) in respect of any one claim and limited in the aggregate to ten million dollars ($10,000,000) for all claims reported during any one period of insurance.

15.2 Accrediting Agency to produce insurance policies

The Accrediting Agency will produce to the LHD satisfactory evidence that the Accrediting Agency has effected and renewed the insurance policies referred to in Clause 15.1.

16. DISPUTE RESOLUTION16.1 Accrediting Agency to continue performance

If the LHD requests it, the Accrediting Agency must continue performing the Services under this Agreement while a dispute is being dealt with in accordance with this Clause 16 other than the Services (or part thereof) the subject of the dispute.

16.2 Dispute relating to accreditation process

As part of its approval as an accrediting agency from the ACSQHC, the Accrediting Agency is required to have a complaints and appeals process in place. This process forms part of this Agreement and is at Annexure B.

The complaints and appeals process must include a mechanism to escalate issues to the ACSQHC if the dispute cannot be resolved between the Accrediting Agency and the LHD.

This clause 16.2 relates to disputes regarding the NSQHS Standards accreditation process only.

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16.3 Dispute relating to performance by either party under this Agreement

(a) Both Parties will seek to resolve a dispute arising by agreement between the parties.

(b) If the dispute is not resolved, then the dispute is to be referred to the Australian Disputes Centre for mediation or any other agreed venue which conducts mediation.

17. TERMINATION FOR CONVENIENCE17.1 The LHD may terminate for convenience

The LHD may, at any time terminate this Agreement for convenience, by giving thirty (30) days’ notice in writing to the Accrediting Agency, such termination being effective upon expiry of this thirty (30) day period.

For the avoidance of doubt, if the LHD terminates this Agreement for convenience, clause 20.1 applies.

17.2 Settlement of outstanding monies

If the LHD terminates this Agreement for convenience:

(a) the LHD will pay the Accrediting Agency any unpaid Fees which relate to Services properly performed up to the date of termination;

(b) the LHD will reimburse the Accrediting Agency its unavoidable costs and expenses directly incurred as a result of termination provided that any claim by the Accrediting Agency:

(i) does not exceed an amount of the cap on reimbursable unavoidable costs in the event of termination for convenience, as specified in Schedule 1;

(ii) is supported by satisfactory written evidence of the costs claimed; and

(iii) will be in total satisfaction of the liability of the LHD to the Accrediting Agency in respect of this Agreement and its termination.

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(c) the Accrediting Agency must do everything reasonably possible to prevent or otherwise mitigate any losses resulting to the Accrediting Agency from the termination.

18. TERMINATION FOR CAUSE18.1 LHD causes for Termination

The LHD may, by notice in writing to the Accrediting Agency, immediately terminate this Agreement if the Accrediting Agency:

(a) fails to maintain accrediting agency approval from the ACSQHC required under clause 3.3 of this Agreement;

(b) commits a material breach of this Agreement which, in the LHD’s opinion, is not capable of being remedied;

(c) fails to remedy a material breach of this Agreement which, in the LHD’s opinion is capable of being remedied, within seven (7) days of receiving notice from the LHD requiring it to remedy that breach, or such longer period as the LHD may reasonably allow having regard to the nature of the breach and a reasonable time to remedy it;

(d) is declared bankrupt or bankruptcy proceedings have commenced against the Accrediting Agency or it becomes subject to any form of insolvency administration.

18.2 LHD’s rights on termination

If the LHD terminates this Agreement for cause the LHD may contract with any other approved accrediting agency to complete the provision of Services without any detriment to the LHD.

18.3 Material Breach

For the purposes of the termination provisions in the Agreement, the Accrediting Agency acknowledges that a series of minor breaches may constitute a “material breach”.

19. CONSEQUENCE OF TERMINATION19.1 Pre-paid amounts

Without limiting the LHD’s rights in relation to this Agreement, if the LHD pre-paid any amounts to the Accrediting Agency for Services to

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be performed which at the date of termination have not been performed and this Agreement is terminated for any reason:

(a) the Accrediting Agency must refund to the LHD such prepaid amounts, within seven (7) days of termination of this Agreement; and

(b) the LHD may recover in an appropriate court the balance of any prepaid amount not refunded as a debt due and payable by the Accrediting Agency to the LHD.

19.2 Payment for costs incurred or work performed

The Accrediting Agency may submit an invoice for Services performed or costs incurred prior to termination of this Agreement if such amounts have not been paid by the LHD as at the date of termination and if such amounts have been previously agreed between the parties as payable.

19.3 Accrediting Agency may retain copy of certain material

The Accrediting Agency may keep a copy of the Contract Material for its records following termination, subject to the confidentiality and privacy requirements contained in this Agreement.

19.4 Termination without prejudice

Any termination of this Agreement is without prejudice to any accrued rights or remedies of either Party.

19.5 Effect after expiry or termination

The covenants, conditions and provisions of this Agreement which are capable of having effect after the expiration of this Agreement shall remain in full force and effect following the expiration or termination of this Agreement.

20. GENERAL20.1 Transition between Accrediting Agencies

For the avoidance of doubt, both the Accrediting Agency and the LHD agree to comply with the terms of the ACSQHC Advisory Number

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A15/01 Transitioning between Accrediting Agencies as amended or updated from time to time in the event of expiration or termination of this Agreement.

This clause survives termination of this Agreement.

20.2 Publication

The Accrediting Agency agrees not to publish any articles, statements or any other information arising from this Agreement without the LHD’s approval in writing beforehand.

20.3 No Waiver

No failure or delay by the LHD in exercising any right, power or remedy under this Agreement and no course of dealing or grant by the LHD to the Accrediting Agency of any time or consideration or other indulgence, will operate as a waiver of the breach or a default by the Accrediting Agency. Any waiver by the LHD of a breach of this Agreement must be in writing and will not be construed as a waiver of any further breach of the same or any other provision.

20.4 Severance

If any part of this Agreement is prohibited, void, voidable, illegal or unenforceable, then that part is severed from this Agreement but without affecting the continued operation of the remainder of the Agreement.

20.5 Changes to the Agreement

Unless otherwise specifically provided for under this Agreement, any modification or amendments to the Agreement, including any modification or amendment to the Schedules, must be in writing and signed by both Parties.

20.6 Nature of Relationship

The Accrediting Agency acknowledges and agrees that neither the Accrediting Agency nor any of the Accrediting Agency’s officers, employees, agents and/or sub-contractors:

(a) are or will be officers, employees, agents and/or partners or joint venturers of the LHD; and

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(b) will represent that they are officers, employees, agents and/or partners or joint venturers of the LHD;

unless the Accrediting Agency has notified the LHD of such relationships with the LHD and the LHD has, taking into consideration any conflict of interest matters disclosed under clause 13.1, approved the relationship with the LHD.

20.7 Notices

Any communication to a Party to this Agreement must be in writing addressed to the intended recipient at the address shown in Item 8 of Schedule 1 or the address last notified by the intended recipient to the sender.

20.8 Entire Agreement

The Agreement constitutes the entire agreement between the Parties. Any prior arrangements, agreements, representations or undertakings are superseded.

20.9 Giving Effect to Agreement

Each party agrees to do all things and execute all deeds or documents as are from time to time reasonably required to give effect to this Agreement.

20.10 Counterparts

This Agreement may be executed in counterparts.

20.11 Governing Law

This Agreement will be governed and construed in all respects in accordance with the laws of the State of New South Wales and the Parties hereby submit to the non-exclusive jurisdiction of the Courts of the State of New South Wales.

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EXECUTED AS AN AGREEMENT

SIGNED on behalf of [insert name of the LHD] by [insert name and title of person signing on the LHD’s behalf] but not so as to incur any personal liability in the presence of:

……………………………………………….

Signature of Witness

………………………………………………

Print Name of Witness

………………………………………………

Date

)

)

)

)

……………………………………….

Signature

……………………………………….

Date

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EXECUTED by [insert Accrediting Agency company name and ABN] by or in the presence of:

……………………………………………….

Signature of Director

………………………………………………..

Print name of Director

………………………………………………..

Office Held

………………………………………………

Date

)

)

)

……………………………………………….

Signature of Witness

………………………………………………

Print Name of Witness

………………………………………………

Date

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Schedule 1Item 1 Commencement Date (Clause 2.1)

The date of signature of the last party.

Item 2 Term (Clause 2.1)

The Accrediting Agency is required to complete the Services within [LHD to insert number of years for accreditation cycle plus 6 months to write report] (one assessment cycle).

[ ] to [ ] or such other later date as may be agreed between the Parties.

Item 3 Accrediting Agency’s Representative (Clause 5.1)

Name:

Address:

Telephone:

Mobile:

Facsimile:

Email:

Item 4 The LHD’s Representative (Clause 5.2)

Name:

Address:

Telephone:

Mobile:

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Facsimile:

Email:

Item 5 Fee (Clause 6)

Total Fee for LHD accreditation cycle:

[ ]

[exclusive/inclusive] of GST

Breakdown of Fee per Health Service

[Insert amount] [Insert name of Health Service

Item 6

Item 7

LHD Obligations (Clause 4)

In addition to those obligations set out in Clause 4, the LHD will:

[LHD to populate. Some general examples include transport by LHD staff, refreshments, access to LHD computers. Not specific to Health Services – those requirements should be set out in Annexure C]

[Cap on Reimbursable Unavoidable Costs (Clause 17.2(b)(i)

[[ ] Dollars ($[ ])] / [Amount equal to the Fee set out in Item 5 of Schedule 1 less the amount of any part of the Fee already paid to the Accrediting Agency as at the date of termination]

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Item 8

Item 9

Notices (Clause 20.7)

To the Accrediting Agency:

Name:

Address:

Telephone:

Mobile:

Facsimile:

To the LHD:

Name:

Address:

Telephone:

Mobile:

Facsimile:

LHD Health Services to be assessed

[The parties are to agree a new Annexure C for each Health Service or group of Health Services if more than one Health Service is to be assessed during the same assessment event.]

[INSERT LIST OF FACILITIES]

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Schedule 2DESCRIPTION OF SERVICES AND PERFORMANCE

DELIVERABLES Services

Mandatory Assessment Product - NSQHS Standards (and/or Trauma Recovery Programme Standards)

The Accrediting Agency is engaged to assess the LHD against the National Safety and Quality Health Service (NSQHS) Standards as amended from time to time.

The Accrediting Agency is to assess the LHD against the NSQHS Standards, including both core and developmental actions, and must observe the ACSQHC Advisory No: A14/01 Assessment of Developmental Actions in the NSQHS Standards as amended from time to time.

The Accrediting Agency must also comply with ACSQHC Guide to the approval process for accrediting agencies

Optional Assessment Product – [Insert if other Standards to be assessed]

[INSERT ADDITIONAL PRODUCTS/SERVICES]

[LHD to populate as per local requirements but examples include:

staff education on the accreditation process,

IT support through accreditation cycle,

how customer service enquiries will be managed,

A process whereby LHDs can provide feedback on reports and survey process in general;]

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Schedule 3Payment Schedule

DATE AMOUNT/INSTALMENT DELIVERABLE

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Schedule 4

Reports to be provided by the Accrediting Agency

The Accrediting Agency is to comply with the Assessment Report framework set out by the Australian Commission on Safety and Quality in Healthcare with regards to:

a) Risk of significant patient harm (ACSQHC Advisory No: A13/01 Notification of Significant Risk as amended from time to time).

b) Initial Assessment; and

c) Final Report

In addition, the Accrediting Agency must prepare and submit reports in writing to the LHD meeting the description and requirements specified below and at the times and frequency specified below. The LHD may advise on templates for these reports.

[FOR LHD INPUT- minimum requirements for the content, timing of the assessment and progress reports, including a timeframe for when reports are to be released by the Accrediting Agency. Suggested table below]

Report Name Description Special Requirements (eg: who it must be signed by or provided to)

Reporting Period, Frequency and Submission

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Schedule 5

Confidentiality and privacy deed

THIS DEED dated the day of 2016

BETWEEN [insert name of LHD] ABN [insert ABN] of [insert address] ("the LHD")

AND [insert name of the person required to sign the Deed] (the “Recipient").

RECITALS:

A. The Recipient is an officer, employee, agent or sub-contractor of the Accrediting Agency.

B. The Accrediting Agency has entered into the Agreement with the LHD.

C. In the course of the Recipient performing certain services for the LHD on behalf of the Accrediting Agency (whether directly or indirectly) pursuant to the Agreement, the Recipient will have access to and may become aware of Confidential Information, Health Information and/or Personal Information belonging to or in the possession of the LHD.

D. Improper use or disclosure of the Confidential Information, Health Information and/or the Personal Information could damage the LHD’s ability to perform its governmental/statutory functions and could result in irreparable harm to the LHD.

E. The Recipient gives the undertakings contained in this Deed to, and for the benefit of the LHD on the terms and conditions herein contained.

OPERATIVE PROVISIONS

1. DEFINITIONS & INTERPRETATION

1.1 Unless specified in Clause 1.2 of this Deed, capitalised terms have the meaning given to them in the Agreement.

1.2 In this Deed including the Recitals, unless the context otherwise requires:

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“Agreement” means the Agreement between the LHD and the Accrediting Agency dated [insert date] for the provision of assessment of the LHD health services against the National Safety and Quality in Health Services Standards;

“Confidential Information” means any information and all other knowledge at any time disclosed (whether in writing or orally) to the Recipient by the LHD or the Accrediting Agency or acquired by the Recipient in the course of the Recipient performing certain services for the LHD (whether directly or indirectly) pursuant to the Agreement that:

(a) is by its nature confidential;

(b) is designated by the LHD as confidential; or

(c) the Recipient knows or ought to know is confidential;

and includes but is in no way limited to:

(d) the Contract Material;

(e) the LHD’s Material;

(f) any material which relates to the affairs of a third party;

but does not include information which:

(g) is or becomes public knowledge other than by breach of this Deed;

(h) is in the lawful possession of the Recipient without restriction in relation to disclosure before the date of receipt from the LHD or the Accrediting Agency, as the case may be; or

(i) is required to be disclosed pursuant to law, regulation, legal process or a regulatory authority;

“Express Purpose” means only purposes consistent with the Recipient’s role as designated by the Accrediting Agency;

“Health Information” means Personal Information that is information or an opinion about the physical or mental health or a disability (at any time) of an individual or genetic information about an individual and includes all information collected to provide, or in providing a health service and any other Personal Information about an individual collected in connection with the donation, or intended donation or an individual’s body parts, organs or substances; and

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“Personal Information” means information or an opinion (including information or an opinion forming part of a database) whether true or not and whether recorded in a material form or not, about an individual whose identify is apparent or can reasonably be ascertained from the information or opinion.

2. CONFIDENTIAL INFORMATION

2.1 The Recipient must keep the Confidential Information in confidence and must not disclose the Confidential Information to any person without the prior written consent of the LHD or as required for the purposes of maintaining the Accrediting Agency’s approval as an accrediting agency with the Australian Commission on Quality and Safety in Health Care (ACQSHC).

2.2 The LHD may grant or withhold its consent in its absolute and unfettered discretion and may impose conditions on that consent, as the LHD sees fit. If the LHD grants consent subject to conditions, the Recipient must comply with those conditions.

2.3 Without limiting the generality of Clause 2.1, the LHD may require that the Recipient procures the execution of a deed by the person to whom the Recipient proposes to disclose the Confidential Information, on terms substantially similar to the terms of this Deed.

2.4 The Recipient:

(a) may use the Confidential Information for the Express Purpose only and must not use the Confidential Information for any other purpose;

(b) must not copy or reproduce the Confidential Information without the prior approval of the LHD;

(c) must take all necessary precautions to prevent unauthorised access to or copying of the Confidential Information; and

(d) must comply with any direction of the LHD regarding the safekeeping and storage of Confidential Information.

2.5 Delivery of Confidential Information

(a) Immediately upon request, the Recipient must deliver to the LHD all documents and any material in the possession or control of the Recipient containing Confidential Information.

(b) If the LHD makes a demand for the return of documents or any material containing Confidential Information, and the Recipient is aware that

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documents containing the Confidential Information are beyond his or her possession or control, then the Recipient must provide full details of where the documents containing the Confidential Information are, and the identity of the person in whose custody or control they lie.

(c) A reference to “documents” or “materials” in this Clause 2.5 includes material in any form of storage of information, whether visible to the eye or not.

3. PRIVACY AND DISCLOSURE OF PERSONAL INFORMATION

3.1 Where the Recipient has access to Personal Information and/or Health Information in order to perform the services for the LHD referred to in Recital ‘C’, and without limited any obligation under Clause 3.3, it must:

(a) where the Recipient is responsible for holding Personal Information and/or Health Information, ensure that information is protected against loss and against unauthorised access, use, modification or disclosure and against other misuse;

(b) not use Personal Information and/or Health Information other than for the Express Purpose only unless

(i) required or authorised by law; or

(ii) authorised in writing by the individual to whom the Personal Information and/or Health Information relates but only to the extent authorised;

(c) not disclose Personal Information and/or Health Information without the prior written agreement of the LHD or the prior written agreement of the individual to whom the information relates, unless required or authorised by law;

(d) immediately notify the LHD if:

(i) the individual to whom the Personal Information relates authorises the Recipient’s to use his/her Personal Information for other purposes;

(ii) the individual to whom the Personal Information relates consents to the Recipient’s disclosing of his/her Personal Information; and/or

(iii) it becomes aware that a disclosure of Personal Information is, or may be required or authorised by law; and

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(f) comply with such other privacy and security measures as the LHD reasonably advises the Recipient in writing from time to time.

3.2 The Recipient must immediately notify the LHD upon becoming aware of any breach of Clause 3.1

3.3 The Recipient must, and must ensure that its officers, employees, agents and sub-contractors:

(a) comply with its obligations (if any) under or arising pursuant to the Privacy Act 1988 (Cth), Privacy and Personal Information Act 1998 (NSW), Health Records & Information Privacy Act 2002 (NSW) and other State legislation relating to privacy to the extent that such legislation is relevant to this Agreement and/or the performance of the Services; and

(b) not do anything that would cause the LHD to breach its obligations under any such legislation.

3.4 The Recipient must, and must ensure that its officers, employees, agents and sub-contractors, comply with the NSW Health Privacy Manual for Health Information.

4. CONFLICT OF INTEREST

4.1 The Recipient warrants that before entering into this Deed it has disclosed to the LHD all the past, current and anticipated interests of the Recipient which may conflict with or restrict the Recipient in performing the services for the LHD referred to in Recital ‘C’ fairly and independently.

4.2 The Recipient undertakes that it shall not during the course of performing the services, engage in any activity or obtain any interest likely to conflict with or restrict the Recipient in providing services to the LHD fairly and independently and shall immediately notify to the LHD in writing of the existence of the possibility of a conflict of interest.

4.3 On receipt of a notice under clause 4.2 the LHD may:

(a) approve the Recipient continuing to perform the services, which approval may be subject to reasonable conditions to ensure appropriate management of the conflict; or

(b) where in the LHD’s reasonable view the conflict of interest cannot be appropriately managed, request the Recipient to immediately cease to

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perform the services for the LHD and the Recipient hereby agrees to comply with such request.

5. SURVIVAL

5.1 This Deed will survive termination of the services referred to in Recital ‘C’ and the expiry or termination of Consultancy Agreement.

6. NOTICES

6.1 A notice under this Deed must be in writing and forwarded to the address or facsimile number of the intended recipient as specified below or the address last notified by the intended recipient to the sender:

The Recipient’s contact name and address:

Name:

Address:

Facsimile:

Telephone: Mobile:

The LHD’s contact name and address:

Name:

Address:

Facsimile:

Telephone: Mobile:

7. GENERAL

7.1 This Deed must not be construed to exclude the operation of any principle of law or equity intended to protect and preserve the confidentiality of the Confidential Information.

7.2 The rights and remedies provided under this Deed are cumulative and not exclusive of any rights or remedies provided by law or any other such right or remedy.

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7.3 No failure or delay by the LHD in exercising any right, power or remedy in relation to this Deed and no course of dealing or grant by the LHD to the Recipient of any time or other consideration, will operate as a waiver of the breach or a default by the Recipient. Any waiver by the LHD of a breach of this Deed will not be construed as a waiver of any further breach of the same or any other provision.

7.4 All amendments to this Deed must be in writing, signed by both parties and executed in the form of a deed.

7.5 All consents, approvals and waivers given under this Deed must be writing.

7.6 This Deed is governed by, and must be construed in accordance with, the laws in force in the State of New South Wales.

7.7 Each party submits to the exclusive jurisdiction of the Courts exercising jurisdiction in the State of New South Wales and the courts of appeal therefrom.

EXECUTED AS A DEED

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Execution by the LHD:

SIGNED, SEALED AND DELIVERED on behalf of [insert name of the LHD] by [insert name and title of person signing on the LHD’s behalf] not so as to incur any personal liability in the presence of:

……………………………………………….

Signature of Witness

………………………………………………

Print Name of Witness

………………………………………………

Date

)

)

)

)

……………………………………….

Signature

……………………………………….

Date

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Execution by the Recipient:

SIGNED, SEALED AND DELIVERED by [insert name of Recipient]

in the presence of:

Signature of Witness

Print name of Witness

)

)

……………………………………………

Signature of Recipient

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ANNEXURE “A”

ACCREDITING AGENCY’S PROPOSAL

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ANNEXURE “B”

ACCREDITING AGENCY’S COMPLAINT AND APPEALS PROCESS

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ANNEXURE “C”

Order Form for individual Health ServicesThe Order Form may be replaced by a letter which is signed by the LHD and the Accrediting Agency and which is annexed to this Agreement.[Order Form to be developed and completed by LHD – example fields below]Name of Health Service within LHD to be accredited: [may include more than one Health Service if being assessed during the same assessment event]

Name of Lead Assessor for the Health Service:

Date of onsite survey:

LHD Contact for the Health Service:

LHD obligations in terms of access to Health Service for Accrediting Agency:

Documentation required by Accrediting Agency for Health Service:

Team of assessors and qualifications:

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