WHEREAS, the Partnership for Health Advancement in Viet Nam (“HAIVN”) has been established to improve the quality of medical education and healthcare in Viet Nam. The HAIVN project is administered by BIDMC in Viet Nam.

WHEREAS, the MOH is committed to improving the quality of health care in all facilities;

WHEREAS, the MOH is committed to improving the quality of the country’s medical education and biomedical research;

WHEREAS, consistent with their respective charitable purposes, HMS, BWH, and BIDMC wish to provide expertise and build collaborations in the areas of medical education, training in the conduct of clinical care and research, and health care quality improvement at medical universities, hospitals and other institutions in Viet Nam, but will not provide direct clinical care to patients through their respective personnel, and rather will rely on Vietnamese partner institutions and entities to provide any and all direct patient care;

WHEREAS, the Parties wish to establish a cooperative working relationship to support the joint aims and activities of MOH and HAIVN;

WHEREAS, certain of the Parties have received funding which may be amended from time to time, to support the achievement of certain mutually-developed aims;

NOW, THEREFORE, the Parties agree to enter into this MOU to provide a framework for achievement of the aims, with this MOU building upon and being consistent with the terms of funding, including any grants, contracts, or gifts, and subcontracts in place and anticipated, and also serving as a guide to explore additional collaborative activities should additional funding become available.

Article I: Aims and Party Responsibilities

1.1.            Aims.  The Parties wish to establish the following overarching and overlapping aims: (i) strengthen health systems through medical education reform; (ii) improve health care worker capacity to respond to current and emerging health needs; and (iii) build capacity for biomedical research.  The Parties agree to work together to achieve these aims understanding that some of the Parties will work on some of these aims but not on others.

1.2.            HMS, BWH, and BIDMC responsibilities. Hospital-based faculty affiliated with BIDMC and/or BWH (“BIDMC/BWH Physicians”) and HMS-based faculty with expertise in medical education (“HMS Faculty”) will support the aims by working with faculty and leaders at Viet Nam hospitals and universities to:

1.2.1.            Support development of curriculum for undergraduate and post-graduate trainees, including but not limited to development of modern high quality pre-clinical and clinical curriculum; and provide training in various pedagogical methods to teach the newly developed curricula;

1.2.2.            Train and mentor Viet Nam health care workers to provide high quality clinical care and optimize hospital processes to deliver high quality care in the setting of emerging health threats;

1.2.3.            Provide technical assistance to the MOH to assist in the development of continuing medical education for health care providers;

1.2.4.            Build capacity for implementation research through rigorous monitoring of outcomes of the proposed HAIVN programs; and,

1.2.5.            Explore opportunities to apply for new, collaborative funding to implement additional research activities including, but not limited to, research in antimicrobial resistance, development of clinical research capacity and capacity building in research and grants administration.

1.3.            BIDMC, BWH and HMS and their respective personnel will not provide direct clinical care to patients.

1.4.            MOH responsibilities:  MOH agrees to cooperate with HMS, BWH, and BIDMC pursuant to its functions and responsibilities, in compliance with current laws and regulations of the SR. Viet Nam, in good faith, to achieve the above referenced aims and provide the available required personnel and facilities for implementation.  Further, MOH will assist HMS, BWH and BIDMC in obtaining permissions required, as contemplated herein, in Viet Nam, including but not limited to assistance with operation permits, visas and work permits within Viet Nam.

1.5.            Limitations:  The Parties agree that all work to be accomplished will be subject to available funding and the terms of the funding.

 

Article II: Implementation

2.1.            Funding.  Funds for programmatic activities may be administered by any Party, either directly or through a subcontract with another Party. All funds shall be used solely for the purposes designated and in accordance with the terms of the funding, other funding sources, and applicable subcontract terms and conditions.

2.2.            Monitoring.  The Parties will assign points-of-contact and responsible staff for implementing the activities specified within this MOU.  The Parties shall confer no less than semi-annually, either in person or by teleconference, to monitor progress.

2.3.            MOH Approval.  All health programs, treatment guidelines, training curriculum, and related educational materials developed by any Party for use by universities or hospitals in Viet Nam will be subject to approval by the MOH prior to and with respect to implementation in Viet Nam. There is no limitation on the use of such materials for other purposes by the Party or Parties that developed them.

Article III: INTELLECTUAL PROPERTY AND Information Sharing

3.1.            Intellectual Property.   

3.1.1.   Institutional Rights. All rights in works subject to copyright and in inventions and discoveries whether or not patentable (collectively, “Intellectual Property”) relating to works and inventions created or owned by an institution shall belong to the institution that created them and shall be governed by the law of the institution’s home country.

3.1.2.   Individual Rights.  All Intellectual Property relating to works and inventions created by an individual shall be owned by the individual or the individual’s home institution, as determined by the home institution’s applicable policies, and shall be governed by the law of the individual’s or the institution’s home country.

3.1.3.   Joint Rights.   Ownership of Intellectual Property relating to works and inventions created by individuals from more than one institution shall be shared equally unless otherwise determined by agreement of the relevant Parties. Each owner of a jointly owned work shall have the right to make any use of the work for research and educational purposes, including the right to transfer such works to others for educational and research purposes, without accounting to the other owner(s).

3.1.4.   License.   Notwithstanding paragraphs (3.1.1)-(3.1.3), the owner of Intellectual Property in all health programs, treatment guidelines, training curriculum, and related educational materials developed by any Party for use by Viet Nam universities and hospitals as described in Section 2.3 hereby grants to MOH a non-exclusive, irrevocable, perpetual, royalty-free, license to use, copy, publish, distribute, modify, and create derivative works of such works, provided that such works shall always contain appropriate attributions to the owners and authors.  Modifications and derivative works of the original works shall state that they have been modified and by whom. The owner may continue to exercise all its rights in such works for research and educational purposes, including the right to transfer such works to others for educational and research purposes.

3.2.            Protected Health Information.  The Parties agree to share information as necessary to promote HAIVN activities within the limits of applicable laws and regulations so as to support the successful implementation of the project.  However, the Parties acknowledge and agree that no Protected Health Information, as that term is defined by the U.S. Health Insurance Portability and Accountability Act of 1996 and the U.S. Health Information Technology for Economic and Clinical Health Act and any regulations and official guidance promulgated thereunder, and no patient or clinical records that are confidential under the laws of Viet Nam, will be disclosed to or by HMS, BWH, or BIDMC hereunder.

3.3.            Publication. Nothing in this MOU shall be deemed to restrict any Party’s or individual’s right to publish and otherwise share and disseminate any data, findings, research results or other content or materials relating to, based on or derived from that Party’s or individual’s work under this or relating to this MOU or with respect to HAIVN.

Article IV:  CONTACTS

The following individuals shall serve as contacts for HAIVN and MOH:

 

MOH:           Nguyen Thi Minh Chau

Deputy Director,

International Relation Department.

and

Nguyen Ngo Quang, MD, PhD

            Deputy Director General,

Administration of Science, Technology and Training

HMS:           David E. Golan, MD, PhD

Dean for Basic Science and Graduate Education
Special Advisor for Global Programs

and

Johanna Gutlerner, PhD

Interim Associate Dean for Planning & Administration for Basic Science,

Graduate Education & Global Programs

BWH:           Lisa A. Cosimi, MD

Associate Physician, BWH

HAIVN Director

BIDMC:        Todd Pollack, MD

               Associate Physician, BIDMC

               HAIVN In-Country Director

Article V:MISCELLANEOUS

5.1.            Policies.  The policies and procedures of each Party will continue to apply to that Party’s personnel at all times.  HMS, BWH, and BIDMC personnel working at institutions in Viet Nam shall also comply with the host institutions’ applicable policies and procedures while on-site (unless such compliance would violate their legal obligations).

5.2.            Goods and Equipment.  Any of the Parties may bring, arrange for, or provide equipment or goods to be used in connection with HAIVN activities, solely for educational or research purposes hereunder.  All such equipment and goods will remain the property of the Party providing it, unless otherwise specified.

5.3.            Conflict of Terms.  In the event of any conflict between the terms of this MOU and the terms of any agreement with any funding source or any subcontracts entered into between the Parties under any funding source, the terms of the agreement with a funding source or the subcontracts, as the case may be, shall apply.

5.4.            Limit of Liability. Each Party will be liable only for its own acts or omissions and the acts or omissions of its employees, officers and agents. To the extent permitted under applicable law, no Party and no  officers, employees, agents, or members of governing boards of any Party, or any student or faculty member of any Party, will be liable to any of the other Parties with respect to any claim of any kind relating to the subject matter of this MOU under any contract, warranty, negligence, strict liability or other legal or equitable theory for (a) any indirect, incidental, consequential or punitive damages, or (b) lost profits or cost of procurement of substitute goods, technology or services,  even if advised of the possibility of such claims or damages.

5.5.            Exclusivity.  This MOU in no way restricts any Party from participating in any activity with other public or private institutions, organizations, or individuals in or outside of Viet Nam.

 

Article VI: TERM, MODIFYING, EXTENDING AND TERMINATING THE MOU

6.1.            Term of MOU. This MOU is effective as of the Effective Date for a period of five (5) years (the “Term”), unless earlier terminated in accordance with Section 6.4 or extended under Section 6.2.

6.2.            Modifications and Extensions. The MOU may be amended or extended in writing by mutual consent of the Parties, signed and approved in writing by each Party’s duly authorized representative.

6.3.            Withdrawal.  Any Party may withdraw from the MOU (i) at any time upon thirty (30) calendar days advance written notice to the other Parties, or (ii) with immediate effect if continued performance hereunder would violate applicable law or would jeopardize such Party’s tax-exempt status or any law, regulatory approvals, accreditations, or certifications.  Discrimination with respect to any aspect of the project on the basis of race, color, gender, sexual orientation, national or ethnic origin, religion, age, health condition or disability, political belief, or veteran status, shall be grounds for immediate withdrawal from this MOU by any Party.  A Party’s withdrawal shall terminate all its obligations under this MOU as of the effective date of withdrawal, except for obligations arising and not completed as of the effective date of withdrawal.

6.4.            Termination.  Any Party may terminate this MOU with immediate effect (i) upon termination of any funding source, (ii) if funding is exhausted, (iii) if required by a funding agency or other cognizant regulatory authority of funding source, or (iv) if HAIVN is failing to fulfill its aims as determined by the Faculty Director of HAIVN in consultation with the Boston-based HAIVN steering committee. 

6.5.            Force Majeure.  No Party shall be liable for any delays or failures in performance of any obligations hereunder due to circumstances beyond the Party’s reasonable control.

Article VII:  DISPUTES, GOVERNING LAW, COMPLIANCE

7.1.            Collaboration. In the event of a dispute between Parties, the Parties concerned shall seek solution through bilateral consultation in the spirit of collaboration.

7.2.            Compliance.  Performance by HMS, BWH and BIDMC shall be subject to compliance by each with all applicable laws, regulations and orders of S.R. Viet Nam and the United States of America, including (i) laws relating to specified countries, entities and individuals with which United States entities (and/or entities owned or controlled by United States entities) are prohibited from doing business; and (ii) applicable anticorruption and anti-bribery laws, including without limitation the US Foreign Corrupt Practices Act of 1977, as amended, as well as the anti-bribery law of Viet Nam.

ARTICLE VIII: USE OF NAMES

No Party may issue a press release or other similar public announcement about the project except with the approval of the other Parties named therein. No Party shall use any name or insignia of any other Party for any promotional or commercial purpose in connection with this MOU or the project except with the written consent of the other Party.  Notwithstanding the foregoing, any Party may identify the other Parties in an accurate description of the project contained in a customary or legally required listing of the Party’s activities.

ARTICLE IX: ENTIRE AGREEMENT

This MOU constitutes the entire agreement between the Parties with respect to HAIVN, and supersedes all prior or contemporaneous agreements of the Parties concerning HAIVN.

ARTICLE X: SIGNATURES; COUNTERPARTS

Signatures of this MOU exchanged by facsimile, email or other electronic means shall be effective.  This MOU may be signed in counterparts, which shall be effective as a single agreement.

This MOU comprises seven (7) pages and is made, in eight (8) copies in both Vietnamese and English.  Each Party shall keep two (2) copies, one in each language.​