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LICENSE AGREEMENT FOR CHRONIC DISEASE SELF MANAGEMENT PROGRAM FOR INTERNAL USEStanford MEDICINE License Agreement Between Licensee and Stanford University for Chronic Disease Self- Management Program for Internal Use License ID #: 2237 This Agreement between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY ( "Stanford "), an institution of higher education having powers under the laws of the State of California, and City of Clearwater - Office on Aging (Licensee "), an entity having a principal place of business at 1501 N. Belcher Road, Suite 225, Clearwater, FL 33765, is effective on the 12th day of September, 2016 ( "Effective Date "). Background: Stanford has an assignment of copyrighted content developed over 20 years of research for the training of program leaders and of trainers in the area of self- management of chronic conditions. Content includes methodologies, strategies, and structure for successful Chronic Disease management that has been validated and shown efficacy. It is entitled "Chronic Disease Self- Management Program," was invented in the laboratory of Dr. Kate Lorig, and is described in Stanford Docket S02 -117. Stanford wants to have the content reproduced and distributed for public use and benefit. The Parties agree as follows: 1. Stanford University grants (Licensee) permission to use the Chronic Disease Self- Management Program ( "Program ") for its internal educational and research purposes. Internal educational purpose is limited to trainings given by Licensee's employees and volunteers. Volunteer is defined as an individual who is not compensated by any organization for the time to give, administer or facilitate the Program. Licensee may not use the Program except as expressly described in this agreement. 2. The term of this permission will be for three years from the effective date of the Agreement. 3. In consideration of the permission granted above, Licensee has paid a license fee of $500 US. Based on this payment, Licensee may give up to 30 workshops and 2 leader trainings during the term of this Agreement. 4. Licensee agrees to submit yearly progress reports on the anniversary of this Agreement to Stanford detailing Licensee's dissemination of the Program(s). Submit reports by completing online survey at httDs: // stanfordmedicine.Qualtrics.com/SE/ ?SID =SV 9AWB1BT276G3wSV. Licensee will report the number of workshops given: a. Specifically Licensee will report the number of workshops given by Program(s), the start date of each workshop, the number of attendees for each workshop and the number of attendees who completed 4 or more workshops. b. If Licensee has trained any Leaders, Licensee will also submit the number by Program(s) of leader trainings they have held, the start date of each training, the number of leaders trained in each workshop and how many of the trained leaders are active (teaching workshops). License ID #: 2237 Stanford Docket S02 -117 — Chronic Disease Self- Management Program Effective Period: September 12, 2016 through September 11, 2019 Page 1 5. Licensee can only reproduce and distribute the Program for the sole purpose of administering the Program for internal educational purposes. All training materials that are produced must include the following notice on the inside cover: "©Stanford University 2012. All rights reserved. All or portions of this material include copyrighted materials belonging to Stanford University. To obtain a license please contact the Stanford Patient Education Research Center." All Program materials must display the following subtitle "A Stanford Self - Management Course developed by Dr. Kate Lorig." Any other use of the Program in whole or part is prohibited. 6. Licensee may not create derivatives of the Program without the express written permission of Stanford. Licensee may not otherwise commercially exploit the Program or any material derived from or based upon the Program. 7. Licensee agrees to contact Stanford University for permission to reproduce or distribute the Program or any material derived or adapted from the Program for any use not specifically granted in this Agreement. 8. If Licensee wants to collaborate with another organization to offer training, Program materials, or any other use of the Program, Licensee should contact Stanford to ensure that the intended use is permitted and the organization has been licensed. 9. When working with any other organizations, Licensee will use these questions to help determine if the other organizations need a license: a. Was the training for the leaders of this course supplied by the Licensee? b. Is (are) the Master Trainer of Trainers, Master Trainer or Leaders Employees or Volunteers of the Licensee? c. Is your organization's name and /or logo on all advertising and materials? d. Are the names of all participants sent to your organization? e. Is your organization responsible for quality control and liability for this course? If Licensee has answered "No" to any of these questions, the organization needs to obtain a license to this Program. To obtain a license contact Stanford University, Stanford Patient Education Research Center at 1000 Welch Road, Suite 204, Palo Alto CA 94304, Email: self- manage- Iicensing@stanford.edu, Ph: (650) 723 -7935, http: / /patienteducation.stanford.edu. 10. The permission granted in this License Agreement extends only to the 2012 versions of the Program and not to any subsequent versions of the Program. 11. Licensee agrees that any prior License Agreements or Permissions to use, distribute, reproduce and perform any portions of the Program or any previous versions of the Program are hereby terminated and superseded in the entirety by this License Agreement. Both parties agree that no further rights or obligations survive from such superseded License Agreements or Permissions. 12. Stanford University may terminate this Agreement immediately upon written notice to Licensee in the event Licensee or any Licensee personnel uses, discloses or reproduces the Program materials in any manner not permitted by this Agreement. Stanford may also terminate this Agreement if Licensee is in breach of any clause or fails to submit reports. License ID #: 2237 Stanford Docket S02 -117 — Chronic Disease Self- Management Program Effective Period: September 12, 2016 through September 11, 2019 Page 2 13. Licensee will use the Program at its own risk, and Stanford does not represent that the Program is accurate or up -to -date. Stanford University will have no liability to Licensee or to any third party as a result of its use of the Program, and Licensee will indemnify and hold Stanford University harmless from any claims related to Licensee's use of the Program. 14. The parties to this document agree that a copy of a digital or original signature (including an electronic copy) may be used for any and all purposes for which the original signature may have been used. The parties further waive any right to challenge the admissibility or authenticity of this document in a court of law based solely on the absence of an original signature. If you agree to the terms set forth above, please sign this Agreement in the space provided and email signed agreement to self - manage - licensing @stanford.edu or mail copy of signed agreement to Stanford Patient Education Research Center, 1000 Welch Road, Suite 204, Palo Alto, CA 94304. LICENSEE SIGNED Signature Title Date License ID #: 2237 Stanford Docket S02 -117 — Chronic Disease Self- Management Program Effective Period: September 12, 2016 through September 11, 2019 Page 3 City Signature Page License Agreement Between City of Clearwater and Stanford University For Chronic Disease Self- Management Program Countersigned: — Gt?JOrte e .05 George N. Cretekos Mayor Approved as to form: Ma hew M. h Assistant City Attorney CITY OF CLEARWATER, FLORIDA By: LO 4 1/1&14 4 0 -1-1-. William B. Horne, II City Manager Attest: Rosemarie CaII City Clerk