8/2/2019 Red Cross Thailand Term Sheet

1/3

ThaiRedCrossSocietyatKingChulalongkorn MemorialHospital

Term Sheet

IntroductionThis term sheet is entered into and effective on April 5, 2012 and sets forth the currentintentions of Harvard Medical Faculty Physicians, Department of Emergency Medicine(hereafter referred to as HMFP), and the Thai Red Cross Society at KingChulalongkorn Memorial Hospital (hereafter referred to as TRC) to improve theEmergency Department leadership skills of emergency medicine leaders within the ThaiRed Cross system through a 2-day leadership conference which will take place betweenNovember X and Y, 2012.

HMFPDeliverablesThe deliverable services:

The provision of faculty and content for a 2-day conference on emergencymedicine management best practices and leadership skills for the Thai ED

leadership community. HMFP will provide three faculty speakers: two seniorphysicians who are both attending physicians at Beth Israel Deaconess MedicalCenter (BIDMC) in Boston and Professors at Harvard Medical School; and onesenior nurse leader currently working at BIDMCs emergency department.BIDMC is a level 1 trauma center and 595-bed acute care hospital serving the

Boston metropolitan area.Faculty will develop and present content on the following topics: ED crowding,lean strategies for ED management, leading change in the hospital, and triage bestpractices. Content will be divided into one or 1.5 hour sessions and will bescheduled over two days of conference for a total of 12-13 hours of total teachingtime.

HMFP will provide TRC, in a timely manner, with a course schedule, sessiondescriptions, and faculty member biographies in order to assist in the promotionof the conference.

HMFP will work directly with Dr. Suthaporn Lumlertgul, or another appointedrepresentative, to coordinate HMFPs deliverables and establish coursecurriculum.

The day before the conference, HMFP faculty will meet with TRC leadership tosee the venue, tour the King Chulalongkorn Memorial Hospital hospital and ED,and review logistics for the 2-day conference.

8/2/2019 Red Cross Thailand Term Sheet

2/3

HMFP will provide an attendance certificate, at the end of the two days, to eachperson who participates in the program, provided full names and titles are

provided to HMFP before departure from the USA. For individuals who are notnamed before departure, HMFP will provide program certificates by post, uponreturn to the USA.

HMFP is responsible for payment of stipends, travel expenses, ground transport,and meals for the three faculty members, with the exception of lodging.

Upon return to the USA, the three consultants will write a brief report

summarizing findings of the visit and conference and recommending EDleadership and management strategies as obtained during participant feedback atthe conference.

TRCDeliverables

Thai Red Cross Society at King Chulalongkorn Memorial Hospital agrees to provide thefollowing:

A venue for the conference with relevant equipment and services such as tables,chairs, LCD projector, screen, catering for conference participants, etc.

Lodging for three faculty members: three separate rooms, five nights each, in anapproved hotel such as Le Meridien or Crowne Plaza, as discussed.

Promotion of event including website, print promotion, or as decided upon by

TRC.FinancialTermsFor the HMFP deliverables outlined above, TRC will pay HMFP a fixed fee of

$22,310.00. One payment will be made by July 1, 2012 of $11,000.00 with a finalpayment of $11,310 made on November 1, 2012. Both payments will be preceded by aninvoice sent electronically to Dr. Suthaporn Lumlertgul.1b. Late PaymentsPayments not paid within 45 days of invoice are grounds for termination as describedbelow in section 2.TerminationofContract2a. Either party has the right to terminate this agreement within 60 days of the conferencestart date without cause by giving written notice. TRC will be liable to pay HMFP all

fees as defined above for work already completed, and all penalties levied against HMFPfor early termination of subcontracts or travel-related reservations as related to this termsheet.IntellectualProperty3a. All intellectual property provided or developed by HMFP or the TRC during the termof this Agreement shall remain the property of the respective party and use of such

8/2/2019 Red Cross Thailand Term Sheet

3/3

intellectual property by the other shall be limited to the specific activity related to theproject/conference for which it is provided. The parties agree that the conference

curriculum to be developed by HMFP pursuant to this Term Sheet shall be the sharedproperty of HMFP and the TRC.

3b. All intellectual property developed jointly by the parties pursuant to this Term Sheetshall be the property of both parties, with both parties having an unrestricted perpetual,

royalty-free, worldwide license to use, and to permit others to use, such intellectualproperty. Jointly-developed intellectual property shall include intellectual property withrespect to which both parties had substantive input in developing such property.

3c. The terms of any proposed sale of such jointly-developed intellectual property to athird party must be mutually agreed on by HMFP and the TRC in advance.

3d. All intellectual property ownership rights shall survive the termination of the TermSheet.

Harvard Medical Faculty Physicians

_______________________Robert L. Freitas

Date:___________________

Thai Red Cross Society at King Chulalongkorn Memorial Hospital

__________________________NAME and TITLE:

Date: _____________________

SuthapornLumlertgulMD

7/april/2012