MEMORANDUM OF UNDERSTANDING
GEORGIA TECH RESEARCH CORPORATION
THE VETERANS HEALTH ADMINISTRATION SANDBOX CLOUD
In view of common interest in the mission of improving health for individuals and communities through the provision of a health information technology (HIT) innovation environment designed to remove barriers and convene collaborators to progress the advancement of innovative, open-source and integrated HIT, the Georgia Tech Research Corporation (GTRC), a cooperative organization of the Georgia Institute of Technology (“Georgia Tech”), a unit of the Board of Regents of the University System of Georgia, 505 Tenth Street, Atlanta, Ga., and Veterans Health Administration Innovation Sandbox Cloud (hereafter referred to as the VHA Sandbox), of the United States Department of Veterans Affairs (VA), desire to explore research opportunities of mutual interest in the area of HIT The mission and goals of the VA Sandbox and the I3L are in direct alignment. The I3L is building a space in which an unbiased health learning ecosystem exists to support the vision of improved individual and community health. The VA Sandbox mission includes facilitating health care innovations that support the VA in its transformation to an organization that is Veteran-centric, results-driven and forward-looking. Further, both parties are proceeding in full cooperation with the Health Information Technology Innovation and Development Environments Subgroup (HITIDE SG), operating under the under the oversight of the federal Health Information Technology Research and Development Senior Steering Group (HITRD SSG), under the authority of the Subcommittee on Networking and Information Technology Research and Development (NITRD) of the National Science and Technology Council (NSTC) Committee on Technology. HITIDE SG is charged with advancing the development of interoperable HIT systems and applications that support those systems through a federated development and innovation environment, connected to other private and public health IT innovation networks.
It is the present intent of the Parties to enter into discussions between authorized representatives of the organizations to establish precise academic and financial arrangements, should those subsequently apply.
Initially, the I3L is planning to utilize the VHA Sandbox’s cloud service implementation of Medical Domain Web Services (MDWS) to their Veterans Health Information Systems and Technology Architecture (VistA) server, across the Internet, to create an accessible environment for the development of software applications that interface with VistA for educational and workforce training purposes. This initial project scope will include advancing mutual accessibility through the use of OpenID, an open source, interoperable protocol for advancing internet identity and single sign on across both traditional and evolving digital platforms, with increased privacy and security. Follow-on projects will apply the OpenID protocols to provide I3L and VHA Sandbox students, researchers and other vetted collaborators accessibility to develop applications with the VistA Electronic medical record, and more, to be discovered, in cooperation with the HITIDE SG federated policies for identity and security protocols advancement. (The Parties agree that any other activity initiated under this general MOU shall be contingent upon the execution of separate appropriate written agreements, containing mutually agreeable terms and conditions specific to each activity. Discussions may include but not be limited to items as follows:
1. Research Collaboration
Georgia Tech and the VHA Sandbox initiate the proposed collaborative activities contingent upon successful negotiation and execution of separate appropriate agreements at a later date, which shall outline the terms and conditions applicable to each activity and as Georgia Tech is permitted under U.S. Export laws and regulations. The terms of such agreement shall provide that the transfer of any technology and/or data and the performance of research are subject to Georgia Tech’s compliance with the U.S. Export laws, including but not limited to the Export Administration Regulations and the International Traffic in Arms Regulations. As such Georgia Tech’s performance of research pursuant to such agreement must comply with such regulations and may require an export license prior to the initiation of such project. In the event Georgia Tech is unable to obtain necessary export approvals such transfer of technology and/or data may not occur.
2. Joint Research Projects
Joint research projects may be explored by appropriate faculty members with the approval of the organizations according to the established procedures at each organization. Specific arrangements will be agreed upon for each activity under separate appropriate written agreements where cooperation is considered to enhance the individual capabilities of each organization.
Each Party shall bear its own costs, risks, and liabilities incurred by it arising out of its obligations and efforts under this MOU. Any financial obligations to be incurred by either party shall be the subject of future agreements previously referenced.
The Parties do not anticipate the need to exchange confidential information during the initial negotiations of the final collaborative research agreement. Prior to the exchange of any proprietary or confidential information a mutually agreeable Non-disclosure agreement shall be executed and such exchange shall be contingent upon export approval having been obtained if applicable.
Any publicity released by either Party concerning this Agreement, the Project, or any resulting contract to be carried out hereunder, will be subject to prior approval of the other.
6.1 This Memorandum of Understanding (“MOU”) shall enter into force upon the date of the last signature below and shall continue for a period of one year, unless terminated earlier by either Party giving 30 days’ prior written notice to the other.
6.2 Nothing in this MOU shall be deemed or implied to create a joint venture or legal partnership of any kind between the Parties. No Party shall have the right to contract on behalf of or bind the other Party or make any commitment, representation or warranty for or on behalf of the other Party.
6.3 This MOU does not restrict either Party from collaborating with any other third parties in the areas specified in this MOU.
6.4 All notices, requests, consents and other communications hereunder shall be deemed to have been duly given if delivered or mailed first class, postage prepaid, or by commercial courier to each party at the address first given above.
6.5 This MOU may not be assigned or otherwise transferred by any Party, in whole or in part, without the express prior written consent of the other Party, which shall not be unreasonable withheld. No provision of this MOU may be waived or modified except by a written statement executed by all Parties. GTRC may assign to the Georgia Institute of Technology.
6.6 If any term, provision, covenant, or condition of this MOU is held to be invalid or unenforceable by a court of competent jurisdiction, it is to that extent deemed omitted and the remainder of this MOU shall continue in full force and effort.
6.7 Either GTRC or the VHA Sandbox may terminate this MOU by providing 30 days written notice to the other.
6.8 The construction, interpretation and enforcement of this MOU shall be governed by the laws of
the State of Georgia and the venue for the courts shall be in Atlanta, Georgia.
6.9 This Agreement is the entire agreement between Parties hereto which supersedes all prior agreements, written or oral, relating to the subject matter hereof. No modification or waiver of any provisions shall be binding unless in writing signed by the Party against whom such modification or waiver is sought to be enforced. There are no agreements, warranties (express or implied), liabilities (negligence or otherwise), or understandings other than those written or specified in this MOU.
Nothing contained herein shall commit either party to perform any specific obligation whatsoever, including but not limited to, research development effort or provide specific educational services , but merely indicates the parties’ intention to enter into separate agreements. This Agreement shall not be construed as granting any rights to any third party based on third party beneficiary or otherwise.
IN WITNESS WHEREOF, this MOU has been executed by the duly authorized representatives of the Parties on the day, month and year first written above.
SIGNED BY:Typed Name:Title:Date:
SIGNED BY:Typed Name:Title:Date: