Statement of Work template 52026.docx

HEALTH POLICY COMMISSION

STATEMENT OF WORK BETWEEN THE

HEALTH POLICY COMMISSION AND [CONTRACTING PARTY]

1. INTRODUCTION

This document will serve as the Statement of Work (“SOW”) between the Health Policy Commission (“HPC”) and [CONTRACTING PARTY LEGAL ENTITY] (“Contractor”) for [DESCRIPTION OF SERVICES] services to be provided by Contractor in response to the HPC’s Request for Quotes/Responses RFQ/RFR 20XX-00X-XXXX (“RFQ” or “RFR”)) issued on [DATE] pursuant to [Statewide Contract]. The HPC has selected Contractor as a result of the RFQ/RFR process [OR The HPC is exercising an option to renew the contract pursuant to the RFR/RFQ]. The entire agreement between the parties (the “Contract”) consists of the following documents in the following order of precedence: (1) the Commonwealth’s Standard Contract Form, which incorporates the Commonwealth Terms and Conditions by reference; (2) the RFQ/R; (3) this SOW; and (4) Contractor’s response to the RFQ/RFR dated [MONTH DAY, YEAR] (“Response”). For purposes of the Commonwealth’s Standard Terms and Conditions and the Commonwealth’s Standard Contract Form, the HPC is a state agency within the Executive Department.

2. SCOPE OF SERVICES AND TERM

Contractor shall provide the services set forth in Section 1.4 (“Scope of Services”) of the RFQ, which is hereby incorporated by reference, and as detailed in Contractor’s Response to the RFQ. The HPC will work with Contractor to maintain a common understanding of the focus and timing of specific work streams. All deliverables shall be in a format acceptable to the HPC.

This Contract shall terminate on [DATE] (“Termination Date”). Notwithstanding the foregoing, Sections 4 and 5 of this SOW shall survive the termination of the Contract and this SOW.

3. KEY PERSONNEL

Contractor agrees that the following key personnel shall be primarily responsible for providing the services and deliverables to the HPC, consistent with the roles set forth in Contractor’s Response and rates attached to this SOW as Exhibit B:

[INSERT KEY PERSONNEL]

All other personnel shall be compensated consistent with the rates set forth in Exhibit B to this SOW and as mutually agreed by the parties. In the event that any change in Key Personnel is necessary, Contractor shall provide prompt written notice to the HPC of the proposed change. If the personnel change is a result of a non-emergency, Contractor shall provide two-weeks’ written notice. For personnel changes that result from an emergency, Contractor shall provide prompt written notice. The HPC has the right to accept or reject any personnel. Comment by Mashni, Rebecca (HPC): Remove for deliverables based contracts

4. CONFIDENTIALITY

Contractor’s work for the HPC is confidential and intended for the HPC’s use only. Contractor shall not use, retain, release, publish, refer to, transfer, or disclose to any third party, including an Artificial Intelligence tool, any data or information it obtains or creates pursuant to this Contract for any purpose, unless authorized under the terms of this SOW or otherwise approved in advance by the HPC in writing, except where such information is publicly available or where Contractor has acquired such information through a source completely independent from Contractor’s engagement or contract with the HPC. Contractor shall sign a Confidentiality and Non-Disclosure Agreement, a copy of which is attached hereto as Exhibit A, before providing any services under this Contract.

5. ARTIFICIAL INTELLIGENCE

Contractor shall not use any Artificial Intelligence (AI) in providing services and deliverables pursuant to this Contract unless approved in advance by the HPC. In the event that HPC authorizes Contractor’s use of AI, Contractor shall be responsible for reviewing, fact checking, and editing any content created or assisted by AI to ensure accuracy. Contractor understands and agrees that inputting or uploading Confidential Information into an unauthorized AI tool constitutes a disclosure under Section 4 of this Agreement and Section 5 of the Confidentiality and Non-Disclosure Agreement.

6. INTELLECTUAL PROPERTY

Unless provided otherwise by law, all information, data, reports, computer programs, documents, models, inventions, and any other deliverables authored or prepared, in whole or in part, or purchased, obtained, or created by Contractor pursuant to this Contract, are the sole property of, and shall vest in, the HPC as “works made for hire” or otherwise (hereinafter “HPC Works”). The HPC will own the exclusive rights, worldwide and royalty-free, to and in all HPC Works including, but not limited to, United States and International patents, copyrights, trade secrets, and any other intellectual property rights, and the HPC will have the exclusive, unlimited and unrestricted right, worldwide and royalty-free, to publish, reproduce, distribute, transmit and publicly display all HPC Works.

Contractor shall bear the burden to prove that an HPC Work was not made during the period of its engagement with the HPC. If an HPC Work is determined to not be made for hire or that designation is not sufficient to secure rights, to the fullest extent allowable and for the full term of protection otherwise accorded to Contractor under such law, Contractor shall and hereby irrevocably does, assign and transfer to the HPC free from all liens and other encumbrances or restrictions, all right, title and interest it may have or come to have in and to such HPC Work. CONTRACTOR HEREBY WAIVES IN FAVOR OF THE HPC ANY AND ALL RIGHTS CONTRACTOR MAY HAVE PURSUANT TO ANY STATE OR FEDERAL LAWS OF THE UNITED STATES IN RESPECT TO ANY HPC WORK AND ALL SIMILAR RIGHTS UNDER THE LAWS OF ALL OTHER APPLICABLE JURISDICTIONS. Contractor agrees to execute all documents and take all actions that may be reasonably requested by HPC to evidence the transfer of ownership of or license to intellectual property rights described in this Section.

Notwithstanding the foregoing, all methodologies, procedures, management tools, software, data files, concepts, ideas, inventions, know-how, reports, documents, materials and other intellectual capital that Contractor has developed, created, or acquired PRIOR TO performing any services pursuant to this Contract (“Contractor Property”) are and shall remain the sole and exclusive property of Contractor to the extent they already are, and the HPC shall not have any ownership, claim, title, or interest in the Contractor Property. Contractor hereby grants to the HPC a perpetual, non-exclusive, worldwide, and royalty-free license to use the Contractor Property solely to the extent required for HPC’s use of any HPC Works or other deliverables made pursuant to this Contract. Further, while acknowledging that the HPC has exclusive rights to HPC Works, Contractor shall have the right to make use of and further develop all methodologies, procedures, management tools, software, data files (other than those provided by the HPC), concepts, ideas, inventions, know-how and other intellectual capital that Contractor develops while performing services pursuant to this Contract. Subject to the Intellectual Property, Confidentiality, Conflicts of Interest, and all other terms of this Contract, Contractor reserves the right to create products similar to its deliverables under this Contract.

7. NO CONFLICTS OF INTEREST

Contractor acknowledges the application of the Massachusetts conflict-of-interest law (M.G.L. c. 268A) to the subject matter of this Contract and that Contractor’s personnel are subject to the provisions of such law. Contractor shall ensure that its key personnel comply with the mandatory training and education requirements of M.G.L. c. 268A, at no cost to the HPC. The parties acknowledge and agree that Contractor’s key personnel shall complete the mandatory training and education requirements as follows:

(1) each key personnel must certify receipt of the summary of the conflict-of-interest law for state employees, located here: https://www.mass.gov/service-details/summary-of-the-conflict-of-interest-law-for-state-employees; and

(2) each key personnel must certify completion of required on-line training, located here https://massethicstraining.skillburst.com/User/index.php. Instructions for completing the training can be found here https://www.mass.gov/how-to/complete-the-conflict-of-interest-law-education-requirements; and

(3) each key personnel must provide written certification by electronic mail or regular U.S. mail to the HPC within 30 days of execution of this Contract, that reads as follows:

ACKNOWLEDGMENT OF RECEIPT OF SUMMARY AND COMPLETION OF TRAINING

I, ______________________________, an employee or contractor of [CONTRACTOR], hereby acknowledge that I received a copy of the summary of the conflict-of-interest law for state employees, on _______________, and that I completed the on-line training for state employees on _____________.

Contractor represents and warrants that it is and agrees that for the duration of the term of this Contract it shall remain in full compliance with the Massachusetts conflict-of-interest law. Contractor shall provide prior written notification to the HPC at least seven (7) calendar days before entering into any proposed contract to provide services to any Massachusetts healthcare market participant, including without limitation a provider, provider organization, or payer. Contractor shall cooperate with the HPC in assessing whether any proposed contract complies with the Massachusetts conflict of interest law.

It is hereby acknowledged by the HPC and understood by all parties that individuals providing services to the HPC under this Contract are permitted to engage in personal or private employment during normal business hours. Contractor further acknowledges and agrees that failure to comply with the provisions of this Section may be deemed a material breach of this Contract.

8. PAYMENT

HOURLY RATE: Contractor shall be paid based on the hourly rates set forth in Exhibit B, up to the maximum obligation amount of $[MAXIMUM OBLIGATION AMOUNT]. These hourly rates include all of Contractor’s materials and expenses, including copying and printing, all travel expenses, communication costs, overhead costs, overtime, including weekend and holidays, and any other ancillary charges. Contractor shall bill the HPC in increments of time that reflect actual time worked.

DELIVERABLES BASED: This is a deliverables-based contract, and Contractor shall be paid based on the schedule set forth in Exhibit B, up to the maximum obligation amount of $[MAXIMUM OBLIGATION AMOUNT]. The budget amounts include all of Contractor’s materials and expenses, including copying and printing, all travel expenses, communication costs, overhead costs, overtime, including weekend and holidays, and any other ancillary charges.

Contractor shall invoice the HPC monthly. The final invoice must be received by the HPC no later than 30 days after the Termination Date. Contractor’s invoices shall describe the services provided and amount of time spent on each service by each employee. Contractor shall only be compensated for the services and deliverables delivered by Contractor and accepted by the HPC.

Contractor shall provide the HPC with immediate written notice at each of the following milestones: when Contractor has provided services that amount to (1) one-half of the maximum obligation amount; and (2) three-quarters of the maximum obligation amount. Contractor shall not proceed with providing additional services after reaching one of these milestones until after the HPC has acknowledged receipt of the respective notice. Comment by Mashni, Rebecca (HPC): remove for deliverables based Payments will be made in accordance with the Commonwealth’s bill paying policy.

9. AMENDMENTS

This Contract may only be amended or modified by a written document signed by the parties. Notwithstanding the foregoing, the parties may mutually agree by electronic mail to modify the schedule of deliverables and budget included in Exhibit B, as long as any such modifications do not result in a total maximum obligation greater than the amount specified in section 7. Comment by Mashni, Rebecca (HPC): Remove for rate contracts

[CONTRACTOR] HEALTH POLICY COMMISSION

Signature Signature

Name Name

Title Title

Date Date

EXHIBIT B

BUDGET & SCHEDULE OF DELIVERABLES

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