Evaluation Agreement

PainTracker™Evaluation License Agreement

Evaluation Agreement

This Evaluation License Agreement ("Agreement") is made between the University of Washington, a public institution of higher education and an agency of the state of Washington, acting through its Center for Commercialization ("UW") and the Evaluator ("Evaluator").

The University of Washington has developed a quality improvement pain tracking tool, including software and data storage service, that collects pain-related data to help clinicians and patients track and improve the core outcomes of chronic pain management and is currently available as a printed form and as an online web-hosting program test account for demonstration purposes ("PainTracker").

  1. Absent Evaluator's agreement to the terms of this Agreement, Evaluator has no rights to hold or use PainTracker whatsoever
  2. Provided that Evaluator adheres to the terms and conditions of this Agreement, UW hereby grants Evaluator a limited, non-exclusive, non-transferable access license to review, copy, and distribute PainTracker for Evaluator's internal processes or intranet services for its employees, contractors and others with authorized use of the Evaluator's patient management and healthcare systems ("Evaluator's Users"). For the avoidance of doubt, PainTracker shall not be posted on any public website.
  3. The term of this Agreement shall be for 3 months from the date the Evaluator executes this Agreement ("Term").
  4. The Evaluator shall provide reports to UW on the status of the evaluation of the PainTracker Evaluation on a schedule to be mutually agreed prior to the expiry of the Agreement, including feedback on the Evaluator's desire to license PainTracker and the nature of the intended use of the PainTracker ("Feedback"). Evaluator agrees that UW is permitted to use Evaluator's Feedback at no charge or royalty as provided by Evaluator in making changes to the PainTracker.
  5. In consideration for the valuable Feedback provided by the Evaluator, Evaluator will not be charged a royalty or a fee for the Evaluation of PainTracker under this Agreement.
  6. However, if it is determined that there are special requirements for the Evaluation that do incur expenses, the Evaluator will be charged for expenses incurred by UW for the provision of deployment, additional technical assistance, customization, including any out-of-pocket expenses for travel, supplies and or other expenses as may be mutually agreed by Evaluator and UW ("Expenses"). All Expenses require prior written authorization by UW Contact listed in Section 18 of this Agreement.
  7. Upon termination of the Agreement, no further access, performance, display, copying or distribution of PainTracker shall be permitted unless Evaluator chooses to license PainTracker through a separate distribution or publishing agreement with UW.
  8. As a condition of this Agreement, Evaluator shall not: a) distribute, disclose, market, rent, sell, copy, perform or display PainTracker to third parties, except for the distribution to Evaluator Users as specified by this Agreement; b) perform or release comparisons of PainTracker without UW's prior written consent; c) assign or sublicense PainTracker; d) modify PainTracker except for modification to the format for inclusion in the Evaluator's internal intranet. UW shall have the sole right to approve any modification to the format of PainTracker for inclusion in Evaluator's internal intranet and UW retains the rights to withdraw permission if the parties are not able to resolve the format issues to UW's satisfaction.
  9. Reproduction and distribution of PainTracker by the Evaluator to the Evaluator Users shall be at no cost to UW.
  10. The Evaluator agrees that nothing in this Agreement shall be deemed to create any form of professional relationship, including, without limitation, that of physician-patient or therapist-client, between UW and the Evaluator's patients, and that the Evaluator shall retain sole and exclusive responsibility and make all decisions for the care of its patients and clients. In no event shall the UW, its employees, agents, or officers provide any pain management care or any other patient management services under this Agreement in the form of medical care, treatment or therapy to Evaluator's patients or clients.
  11. The Evaluator agrees that if patient protected health information ("PHI") is submitted to UW or entered into the PainTracker website, the Evaluator shall execute a business associate agreement "BAA" with UW prior to any PHI being received or entered.
  12. Evaluator shall take reasonable efforts to avoid disclosure and unauthorized use of PainTracker but in no case shall Evaluator take less care to protect PainTracker than for its own unpublished information. The Evaluator agrees Evaluator Users will be advised of, and they shall be subject to, the conditions in the Agreement
  13. Evaluator agrees that any evaluation or application of PainTracker beyond the scope of this agreement shall be under a new agreement, subject to renegotiation.
  14. PainTracker, including any accompanying documentation, is copyrighted with all rights reserved. PainTracker logos/identifiers are Trademarks of the University of Washington. Nothing contained in this Agreement shall be construed as conferring any right to use in advertising, publicity, or other promotional activities any name, trade name, trademark, or other designation of UW, including any contraction, abbreviation, or simulation of the foregoing.
  15. UW shall not be obligated to provide any updates of the PainTracker materials, including any documentation, manuals, instructions customization, modification, interpretation, or analysis to the Evaluator in connection with the PainTracker. If additional materials related to PainTracker are developed, distribution to the Evaluator shall be at the sole discretion of the UW Contact. Assistance and commentary on the deployment of PainTracker shall be by prior written mutual agreement between the Evaluator and the UW's designated UW-Contact.
  16. Contact Information:
    UW Contact:
    Name: Mark Sullivan, MD, PhD 
    Department of Psychiatry and Behavioral Sciences
    Address: 1959 NE Pacific Street
    Seattle, WA 98195
    Email: sulimar@uw.edu
    Phone: 206-685-3184
  17. Throughout the Term of this Agreement and thereafter, Evaluator shall indemnify, defend and hold UW and its regents, employees, students, and agents harmless from all suits, actions, claims, liabilities, demands, damages, losses, or expenses (including reasonable attorneys' and investigative expenses), relating to or arising out of the possession, operation, use, reproduction, or other disposition of PainTracker. Evaluator hereby releases UW and UW regents, employees, students and agents forever from any suits, actions, claims liabilities, demands, damages, loses, or expenses(including without limitation, reasonable attorney's and investigative expenses) relating to or arising out of the use, reproduction, or distribution of PainTracker.
  18. To the extent permitted by law, UW will defend, indemnify and hold Evaluator, including its officers, agents, and employees, harmless from any loss, claim or damage, including attorney fees and legal costs, arising from the negligent acts and omissions of UW officers, agents, employees, fellows, trainees, and students. Notwithstanding the foregoing, in no event will UW be liable to Evaluator for any claims for punitive or exemplary damages or for lost profits or any other form of consequential damages alleged to arise from any breach by UW of this Agreement or alleged to arise from any other act by UW relating to PainTracker provided under this Agreement.
  19. The PainTracker is supplied "AS IS", without obligation by the UW to provide accompanying services or support except as specified in this Agreement. The entire risk as to the quality and performance of the PainTracker is with Evaluator.
  20. UW EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS REGARDING THE PAINTRACKER, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES PERTAINING TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND INTERFERENCE IN EVALUATOR'S POSSESSION AND USE OF PAINTRACKER. UW HEREBY DISCLAIMS ALL SUCH WARRANTIES AS TO ANY MATTER WHATSOEVER INCLUDING, WITHOUT LMITATION, ALL MATTERS WITH RESPECT TO PAINTRACKER. UW SHALL NOT BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, LOST PROFITS, OR OTHER DAMAGES SUFFERED BY ORGANIZATION OR ANY THIRD PARTIES RESULTING FROM THE USE OF PAINTRACKER INCLUDING ANY LOSS OR CORRUPTION OF DATA. IN NO EVENT SHALL UW BE RESPONSIBLE OR LIABLE FOR ANY CLAIM FOR PUNITIVE OR EXEMPLARY DAMAGES OR LOST PROFITS OR ANY OTHER FORM OF CONSEQUENTIAL DAMAGES ARISING FROM ANY ALLEGED BREACH OF THIS AGREEMENT BY UW. EVALUATOR HEREBY RELEASES UW, ITS OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, FACULTY, AND STUDENTS FROM ALL CLAIMS RELATING TO THE FOREGOING. EVALUATOR'S POSSESSION AND USE OF PAINTRACKER IS ENTIRELY AT EVALUATOR'S OWN RISK.
  21. This Agreement constitutes the entire Agreement between the parties concerning Evaluator use of PainTracker. Any suit, action, or proceeding arising out of or relating to this Agreement shall be decided in King County, Washington. Evaluator accepts the venue and jurisdiction of the Federal District Court of Western Washington, Seattle, or the King County Superior Courts. This Agreement supersedes any verbal understandings and may only be modified or amended by a written amendment executed by both parties' authorized officers.

If these conditions are acceptable to you, please accept the terms. An email including this license will be forwarded to the email address provided along with the instructions to access the demonstration website.