Legal CFIR Agreement

LEGAL CFIR AGREEMENT

This Legal CFIR Agreement (the Agreement) is entered into as of Effective Date: by and between Party A: with principal address: and Party B: with principal address: . Each of Party A and Party B is sometimes referred to herein individually as a Party and collectively as the Parties.

RECITALS

WHEREAS, Party A possesses certain materials, instruments, methodologies and supporting documentation identified collectively as "CFIR Materials" that relate to the Consolidated Framework for Implementation Research and associated implementation assessment tools; and

WHEREAS, Party B seeks a limited right to access and use the CFIR Materials for the Purpose of conducting implementation research, program evaluation and related analyses as further described in this Agreement; and

WHEREAS, the Parties wish to define the terms under which CFIR Materials, Confidential Information, data and resulting intellectual property will be shared, used, protected and published.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "CFIR Materials" means the instruments, questionnaires, codebooks, implementation constructs, training materials, annotated guidance and any associated documentation identified in Exhibit A and provided by Party A to Party B, including any Updates provided during the Term.

1.2 "Confidential Information" means non-public information disclosed by one Party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including CFIR Materials, non-aggregated data, and proprietary analysis methods.

1.3 "Permitted Use" means the use of CFIR Materials by Party B solely for internal research, program evaluation, training of staff, and preparation of publications as expressly authorized by this Agreement.

2. LICENSE GRANT

2.1 Subject to the terms and conditions of this Agreement, Party A hereby grants to Party B a non-exclusive, non-transferable, non-sublicensable, limited license to use the CFIR Materials for the Permitted Use during the Term. This license does not convey ownership of any intellectual property rights in the CFIR Materials.

2.2 Party B shall not modify, adapt, translate, create derivative works of, disassemble, or reverse engineer the CFIR Materials except to the extent explicitly authorized in writing by Party A.

3. CONFIDENTIALITY

3.1 Each Party agrees to maintain Confidential Information of the other Party in confidence and to use at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

3.2 The receiving Party shall not disclose Confidential Information except (a) to employees, contractors or agents having a need to know in order to carry out the Permitted Use and who are bound by confidentiality obligations at least as restrictive as those in this Agreement, or (b) as required by law with prior written notice to the disclosing Party to the extent permitted.

3.3 Upon termination or expiration of this Agreement, the receiving Party shall promptly return or destroy Confidential Information as directed by the disclosing Party and shall certify in writing the completion of such return or destruction.

4. DATA COLLECTION, PRIVACY AND COMPLIANCE

4.1 Party B shall comply with all applicable laws, regulations and institutional policies governing human subjects research, privacy and data protection in connection with collection, storage, analysis and disclosure of data arising from use of the CFIR Materials. Party B shall obtain any required consents or approvals prior to data collection.

4.2 Any personal data shared by Party B with Party A must be de-identified such that individual subjects cannot reasonably be re-identified. If identifiably personal data is required to be shared, the Parties shall execute a separate data processing agreement setting forth specific safeguards.

5. PUBLICATION; REVIEW; ATTRIBUTION

5.1 Party B may publish or present results that incorporate or derive from the CFIR Materials provided that Party B gives Party A written notice and a copy of the proposed manuscript or presentation at least 30 calendar days prior to submission for publication or public presentation.

5.2 Party A may review the proposed publication solely for the purpose of identifying Confidential Information or potential proprietary claims. Such review shall not constitute approval rights over the substantive content of the publication.

5.3 Party B shall provide appropriate attribution to Party A in publications, presentations and training materials that report use of the CFIR Materials in accordance with the form of attribution set forth in Exhibit B.

6. OWNERSHIP; INTELLECTUAL PROPERTY

6.1 Except as expressly provided herein, each Party retains all right, title and interest in and to its pre-existing intellectual property and materials. CFIR Materials remain the sole property of Party A.

6.2 Results, analyses and derivative works generated exclusively by Party B from use of the CFIR Materials (Results) shall be owned by Party B, subject to a perpetual, non-exclusive, royalty-free license to Party A to use such Results for internal educational and research purposes, unless the Parties agree otherwise in writing.

7. TERM AND TERMINATION

7.1 This Agreement shall commence on the Effective Date and continue for a term of years, unless earlier terminated in accordance with this Section.

7.2 Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within 30 calendar days following receipt of written notice specifying the breach.

7.3 Termination shall not relieve either Party of obligations accrued prior to termination. Sections concerning Confidentiality, Ownership, Indemnification, Limitation of Liability, Governing Law and any other provision which by its nature survives termination shall so survive.

8. INDEMNIFICATION

8.1 Each Party (the Indemnifying Party) shall indemnify, defend and hold harmless the other Party (the Indemnified Party) from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's gross negligence, willful misconduct or material breach of this Agreement.

8.2 The Indemnified Party shall provide prompt written notice of any claim for which indemnity is sought and shall cooperate in the defense; failure to give timely notice shall not relieve the Indemnifying Party except to the extent materially prejudiced thereby.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, REGARDLESS OF THE THEORY OF LIABILITY.

9.2 THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED .

10. NOTICES

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

11.2 A waiver of any breach or default must be in writing to be effective and shall not operate as a waiver of any subsequent breach or default.

11.3 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Executed counterparts delivered by electronic transmission shall be effective as originals.

12. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

12.1 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to its conflicts of law principles.

12.2 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith a valid substitute provision that most nearly effects the Parties' original intent.

12.3 This Agreement, together with any Exhibits hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written.

EXHIBIT A — CFIR MATERIALS DESCRIPTION

EXHIBIT B — ATTRIBUTION LANGUAGE

ADDITIONAL PROVISIONS

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