Thai Red Cross Society at King Chulalongkorn

Memorial Hospital Term Sheet

Introduction
This term sheet is entered into and effective on April 5, 2012 and sets forth the current intentions of Harvard Medical Faculty Physicians, Department of Emergency Medicine (hereafter referred to as HMFP), and the Thai Red Cross Society at King Chulalongkorn Memorial Hospital (hereafter referred to as TRC) to improve the Emergency Department leadership skills of emergency medicine leaders within the Thai Red Cross system through a 2-day leadership conference which will take place between November X and Y, 2012.

HMFP Deliverables
The deliverable services:
The provision of faculty and content for a 2-day conference on emergency medicine management best practices and leadership skills for the Thai ED leadership community. HMFP will provide three faculty speakers: two senior physicians who are both attending physicians at Beth Israel Deaconess Medical Center (BIDMC) in Boston and Professors at Harvard Medical School; and one senior nurse leader currently working at BIDMCs emergency department. BIDMC is a level 1 trauma center and 595-bed acute care hospital serving the Boston metropolitan area. Faculty will develop and present content on the following topics: ED crowding,
lean strategies for ED management, leading change in the hospital, and triage best practices. Content will be divided into one or 1.5 hour sessions and will be scheduled over two days of conference for a total of 12-13 hours of total teaching time. HMFP will provide TRC, in a timely manner, with a course schedule, session
descriptions, and faculty member biographies in order to assist in the promotion of the conference. HMFP will work directly with Dr. Suthaporn Lumlertgul, or another appointed
representative, to coordinate HMFPs deliverables and establish course curriculum. The day before the conference, HMFP faculty will meet with TRC leadership to
see the venue, tour the King Chulalongkorn Memorial Hospital hospital and ED, and review logistics for the 2-day conference.


HMFP will provide an attendance certificate, at the end of the two days, to each person who participates in the program, provided full names and titles are provided to HMFP before departure from the USA. For individuals who are not named before departure, HMFP will provide program certificates by post, upon return to the USA.
HMFP is responsible for payment of stipends, travel expenses, ground transport, and meals for the three faculty members, with the exception of lodging.
Upon return to the USA, the three consultants will write a brief report

summarizing findings of the visit and conference and recommending ED leadership and management strategies as obtained during participant feedback at the conference.

TRC Deliverables
Thai Red Cross Society at King Chulalongkorn Memorial Hospital agrees to provide the following:
A venue for the conference with relevant equipment and services such as tables, chairs, LCD projector, screen, catering for conference participants, etc.
Lodging for three faculty members: three separate rooms, five nights each, in an approved hotel such as Le Meridien or Crowne Plaza, as discussed.
Promotion of event including website, print promotion, or as decided upon by TRC.

Financial Terms
For the HMFP deliverables outlined above, TRC will pay HMFP a fixed fee of $22,310.00. One payment will be made by July 1, 2012 of $11,000.00 with a final payment of $11,310 made on November 1, 2012. Both payments will be preceded by an invoice sent electronically to Dr. Suthaporn Lumlertgul.

1b. Late Payments Payments not paid within 45 days of invoice are grounds for termination as described below in section 2.

Termination of Contract
2a. Either party has the right to terminate this agreement within 60 days of the conference start date without cause by giving written notice. TRC will be liable to pay HMFP all fees as defined above for work already completed, and all penalties levied against HMFP for early termination of subcontracts or travel-related reservations as related to this term sheet.

Intellectual Property
3a. All intellectual property provided or developed by HMFP or the TRC during the term of this Agreement shall remain the property of the respective party and use of such

intellectual property by the other shall be limited to the specific activity related to the project/conference for which it is provided. The parties agree that the conference curriculum to be developed by HMFP pursuant to this Term Sheet shall be the shared property of HMFP and the TRC. 3b. All intellectual property developed jointly by the parties pursuant to this Term Sheet shall be the property of both parties, with both parties having an unrestricted perpetual, royalty-free, worldwide license to use, and to permit others to use, such intellectual property. Jointly-developed intellectual property shall include intellectual property with respect to which both parties had substantive input in developing such property. 3c. The terms of any proposed sale of such jointly-developed intellectual property to a third party must be mutually agreed on by HMFP and the TRC in advance. 3d. All intellectual property ownership rights shall survive the termination of the Term Sheet.

Harvard Medical Faculty Physicians _______________________ Robert L. Freitas Date:___________________

Thai Red Cross Society at King Chulalongkorn Memorial Hospital

__________________________ NAME and TITLE: Date: _____________________ 7/april/2012

Suthaporn Lumlertgul MD