MEMORANDUM OF UNDERSTANDING
BETWEEN
THE SECRETARIAT OF HEALTH OF THE REPUBLIC OF HONDURAS,
HEIFER INTERNATIONAL and
DUKE UNIVERSITY
DRAFT – October 27, 2008
This Memorandum of Understanding (the “Memorandum”) is made by and between Heifer International
(“Heifer”), a nonprofit organization organized under the laws of xxx and having its headquarters in Little
Rock, Arkansas, Duke University, a nonprofit education and research organization organized under the laws of North Carolina and having its principal office in Durham, North Carolina, by and through the
Duke Global Health Institute (“Duke”) and the Secretariat of Health of the Republic of Honduras
“Secretariat” through its Program for the Improvement of Health Levels in Honduras of
(PROMESALUDH). Heifer, Duke and the Secretariat shall be collectively referred to herein as the
“Parties” or singularly as a "Party."
WHEREAS, the Secretariat, Heifer and Duke share the common missions of working with communities to improve the lives and health of their members, providing medical care to disadvantaged populations and building and strengthening the local health care workforce; and to provide descriptive analysis of the populations needs.
WHEREAS, access the medical care and treatment in the Department of In tibucá is insufficient; and space for a medical clinic has generously been agreed to be provided by one of the residents of the community.
WHEREAS, the cooperation and collaboration of the Secretariat, Heifer and Duke under this
Memorandum will provide a structure by which the Secretariat, Heifer and Duke can more effectively strive toward their common goal of providing medical care and teaching health care.
NOW, THEREFORE, in consideration of the terms and conditions set forth herein and the obligations and responsibilities resulting therefrom and hereby undertaken, the Secretariat, Heifer and Duke agree to this Memorandum which will govern their relationship and operations as set forth herein.
1. Scope: The Secretariat, Heifer and Duke will collaborate in the construction of a clinic and the provision of medical care in Las Mercedes, Department of Intibucá.
The Secretariat will award to Heifer the license to build and equip Las Mercedes Clinic.
Furthermore it will ensure that all necessary construction and operating permits are obtained. After the construction of the clinic the Secretariat commits itself to secure ongoing funding necessary to sustain Las Mercedes clinic. The Secretariat also commits to providing permanent medical staff at the clinic, which will ensure the continuous service of the clinic to the population of the Department of Intibucá.
Heifer will serve as project manager and administrator of the funds pertaining to the construction of the clinic. It will consolidate donations from different sponsors, including Duke and Rotary
International, who will likely fund the construction of utilities infrastructure such as service roads, water supplies sanitary and power systems and other similar structure, as well as equipment and
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supplies for the facility beyond the brick and mortar construction materials and other expenses related to maternal and prenatal health and education, in accordance to Rotary guidelines.
Heifer will ensure that all property rights have been defined and appropriately registered according to the relevant local, regional and national laws, as the case may be, particularly with regards to land and building ownership.
Heifer will facilitate the transfer and accounting of all funds and payments to suppliers and will report back on a quarterly basis the use of funds in accordance with Heifer auditing guidelines. In addition, Heifer will assist with in-country logistics, such as travel, housing, meals, cultural and language immersion programs and general assistance to the Duke visiting teams.
Duke will make a financial commitment towards the construction of the structure of clinic in Las
Mercedes, which will fulfill the criteria described in the Request for Proposal document PRE-1619-
UECF-001-2008, and which will be awarded to Heifer International.
Every year, Duke will provide manpower support, which may involve some or all of the following: i) Site assessment from an Engineering and Medical standpoint (Duke Engineers Without
Borders and Duke School of Nursing have already conducted their assessment which will serve as input into the design of the clinic facility, with special attention to the energy, water and sanitation needs of the facility. ii) Faculty-led student project which will participate in the construction of the clinic facility
(planned for the Summer of 2009). iii) Faculty member of the Duke Medical Center for periods of time during the year. iv) Mentored Graduate and Undergraduate Duke students who will be assigned to Las
Mercedes clinic to conduct a research project with a service component to be defined jointly with Las Mercedes Clinic and/or the Department of Intibucá and will be supervised by appropriately qualified faculty.
The Parties agree that all equipment, furniture or building structure purchased or donated to the Las
Mercedes clinic will become the property of the municipality and will be reserved for the exclusive use of the Las Mercedes clinic, unless otherwise specified.
The agreement and relationship described in this Memorandum may be complemented by other agreements between the Parties to address other avenues of collaboration beyond the construction of a clinic for maternal and infant care and the provision and teaching of health care.
2. Site of Collaboration: The Collaboration will take place in the Department of Intibucá. However, it is expected that Medical personnel from the hospital of La Esperanza and the Health Department in the town of La Esperanza will be accessible to oversee the administration of Las Mercedes clinic and mentor the local medical staff in Las Mercedes.
3. Funding and Financial Management: Funding awarded to fund the construction and programmatic commitment to Las Mercedes Clinic shall be managed and administered as follows: i. Duke’s financial resources towards the construction of Las Mercedes clinic will be administered and accounted for by the local chapter of Heifer International. ii. Duke’s financial resources destined to support Duke personnel and students assigned to give support to Las Mercedes facility, will be administered by Duke in Durham, North
Carolina
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iii. Support from Rotary International, financial or in-kind, will be administered through the local chapter of Rotary in Siguateteque. iv. Funds destined to the support Honduran medical staff assigned to Las Mercedes clinic, to ensure continuous access for the local population, will be secured by the Secretariat through
PROMESALUDH or other publicly or privately funded programs.
The management and administration of Funds hereunder shall include responsibility for the receipt, management, budget, discipline, disbursement, accounting, and reporting thereof with reference to the Funds in accordance with this memorandum and the requirements and budgets of the respective funding agencies.
4. Administration: Each institution agree to assign two representatives to a steering committee, which may also include representatives from other funding agencies, if they so desire. The Las Mercedes
Steering Committee will have the following responsibilities:
1. Establishing a budget for the construction and operation of the clinic, which will detail the financial commitment of each party
2. Monitor the progress in securing funding for the construction of Las Mercedes Clinic
3. Based on the availability of funds, approve, and thereafter monitor the progress, of the construction of Las Mercedes Clinic
4. Draft and approve a staffing and equipment plan for Las Mercedes Clinic
5. Review and approve collaborative projects that will be conducted at Las Mercedes Clinic or will involve the oversight by the Clinic’s medical staff
The Parties agree that communication between the representatives of the steering committee is important, especially during coordination of efforts and projects to be conducted at Las Mercedes
Clinic.
6. Personnel: Each institution will be responsible for the employment and management of the personnel identified as necessary for that institution’s participation. All personnel and human resources matters relating to an institution’s participation shall be the responsibility of that institution.
7. Compliance: Each Party to this Memorandum shall be responsible for compliance with all policies, laws and regulations which apply to that member’s activities under the Memorandum hereunder, including, without limitation, compliance with laws pertaining to patient consent, approval of the research by government authorities with jurisdiction over the matter, required internal approval of the research by the applicable member of a project, internal conflict of interest policies of the applicable institution, and other requirements which may apply.
The Parties further agree that in connection with this Memorandum, they will not offer, promise or give, directly or indirectly, anything of value to any government official, political party official, political candidate, or employee thereof or to any third party while knowing that such item of value or any portion thereof may be offered, promised, or given to a government official, political party official, political candidate, or employee thereof for the purpose of obtaining or retaining business.
The Parties specifically agree that in connection with this Memorandum, they will take no action, or omit to take any action, which would cause Duke to be in violation of the applicable laws of the
United States, including without limitation the U.S. Foreign Corrupt Practices Act, International
Traffic in Arms Regulations (ITAR), 22 CFR Parts 120-130, and the Export Administration
Regulations (EAR), 15 CFR Parts 730-799, the 1996 Antiterrorism and Effective Death Penalty Act, and the USA Patriot Act. The Secretariat further agrees that it will not take any action that would
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cause Duke to be in violation of United States anti-boycott laws and regulations or to participate or cooperate, directly or indirectly, in an international boycott in any manner that would result in a tax penalty under United States law.
8. Risk Management: Each institution shall be responsible for risk management of all exposures which may arise at that institution, including, without limitation, entering into contractual agreements with other institutions and other entities to provide protection, and obtaining insurance coverage from third parties as deemed appropriate.
9. Inventions, Technology Transfer: The rights to all inventions (“Inventions”) shall belong to the institution which was the employer of the inventor (“Inventing Institution”), and the technology transfer efforts for any invention shall be undertaken by the Inventing Institution. If there is more than one Inventing Institution, then technology transfer shall be managed by mutual agreement of the Inventing Institutions.
10. Confidential Information : “Confidential Information” shall mean all information provided by one
Party to the other and clearly identified as confidential by the transmitting Party at the time of disclosure. If such transmittal occurs orally, the transmitting Party will promptly reduce such transmittal in writing, mark and identify it as confidential, and provide such record to the other Party within fifteen (15) days of the transmittal. Specifically excepted from this definition is all information: i. known by the receiving Party at the time of disclosure: ii. publicly disclosed except by breach of this Memorandum; iii. rightfully received by the receiving Party from a third party having the lawful right to make such a disclosure, where said disclosure is made without an express obligation of confidence; iv. independently developed by the employees or agents of either Party without any knowledge of the confidential information provided by the other Party; or v. disclosed pursuant to any judicial or government request, requirement or order, provided that the disclosing Party takes reasonable steps to provide the other Party with sufficient prior notice in order to allow the other Party to contest such request, requirement or order.
The Party receiving the Confidential information agrees to hold that information in trust and confidence for the transmitting Party, using the same care and discretion that the receiving Party uses with similar information which it considers confidential. The receiving Party will not use
Confidential information other than for the benefit of the two Parties and relating to the
Memorandum and Collaborations hereunder and except as may be provided for in Article 10 regarding publication herein, neither Party will disclose such information without authorization from the other Party. These provisions shall remain in effect for three (3) years following disclosure.
11. Effective Date, Termination: This Memorandum shall be effective upon execution by or on behalf of all Parties hereto and shall remain in effect for 3 (three) years or until a Party gives written notice to the other Parties to the Memorandum that it terminates its participation hereunder.
12. Notice: Any notice or other communication required or permitted under this Memorandum will be in writing, shall be delivered not only to the Party entitled to receive the notice but also by copy to all other Parties, and will be deemed given as of the date it is (a) delivered by hand, or (b) mailed, postage prepaid, first class, certified mail, return receipt requested, to the Party at the address listed
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below or subsequently specified in writing, (c) sent via electronic mail, or (d) sent, shipping prepaid, return receipt requested, by national courier service.
13. Miscellaneous: i. None of the Parties may assign, delegate or otherwise transfer any of its rights or obligations under this Memorandum without the prior written consent of the other Parties. The Parties are entering into this Memorandum as independent entities and there is no intent of the Parties to create a joint venture, partnership, separate legal entity, or other separate organization. ii. This Memorandum contains the entire agreement and understanding between the Parties as to its subject matter. It merges all prior discussions between the Parties and neither Party will be bound by conditions, definitions, warranties, understandings, or representations, concerning such subject matter except as provided in the Memorandum in a writing signed by properly authorized representatives of the Parties. This Memorandum may only be modified by written agreement duly signed by persons authorized to sign agreements on behalf of all of the Parties. iii. The failure of a Party in any instance to insist upon the strict performance of the terms of this
Memorandum will not be construed to be a waiver or relinquishment of any of the terms of this
Memorandum, either at the time of the Party ’s failure to insist upon strict performance or at any time in the future, and such terms will continue in full force and effect. iv. Each clause of this Memorandum is a distinct and severable clause and if any clause is deemed illegal, void or unenforceable, the validity, legality or enforceability of any other clause or portion of this Memorandum will not be affected thereby. v. All captions, titles and articles headings contained in this Memorandum are inserted only as a matter of convenience and reference. They do not define, limit, extend or describe the scope of this Memorandum or the intent of any of its provisions. vi. Each Party will do such further acts, including execution and delivering additional agreements or instruments as the other may reasonably require, consummating evidence or confirming the agreements contained in the Memorandum. vii. All pronouns will be deemed to refer to the masculine, feminine or neuter, and singular or plural, as appropriate. viii. This Memorandum may be executed in any number of counter parts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. ix. Except as otherwise expressly provided in the Memorandum, all covenants, representations and warranties, express or implied, shall survive the execution of the Memorandum, and shall bind the Parties until the Parties have fulfilled all of the obligation. END OF MEMORANDUM.
SIGNATURE PAGES FOLLOW.
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IN WITNESS WHEREOF , the Parties hereunto set their hands and seals the dates set forth below:
SECRETARIAT OF HEALTH OF THE REPUBLIC OF HONDURAS
____________________________________ _________________
Name
Title
Date
PROGRAM FOR THE IMPROVEMENT OF HEALTH LEVELS IN HONDURAS (PROMESALUDH)
____________________________________
Name
Title
_________________
Date
DEPARTMENT OF INTIBUCA
____________________________________
Name
Title
_________________
Date
DUKE UNIVERSITY
____________________________________
Dr. Dennis Clements
Professor of Pediatrics, Community and Family Medicine and Infectious Disease
Duke University School of Medicine
Senior Advisor, Duke Global Health Institute
____________________________________
Dr. Michael Merson
Director
Duke Global Health Institute
HEIFER INTERNATIONAL
____________________________________
Tim Wheeler
Honduras Country Director
Heifer International
____________________________________
Name
Title
_________________
Date
_________________
Date
_________________
Date
_________________
Date
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