This Letter of Collaboration Agreement is made this day of 2020
FLORIDA ECONOMIC CONSORTIUM INC, a corporation duly registered and for
purposes hereof of address …………………………………………. (hereinafter referred
to as “Party A” which expression shall where the context so admits include its
successors and assigns) on the first part; AND
BETHUNE COOKMAN – UNIVERISTY (BCU) School of Mental Health, a corporation
duly registered and for purposes hereof of address
……………………………………………….. (hereinafter referred to as “Party B” which
expression shall where the context so admits include its successors and assigns) of the
i. Party A is an economic consortium that deals with the youths in terms of
mentorship among many other things.
ii. Party B is an academic institution that offers mental health training to
iii. Both Party A and Party B are in agreement that this Agreement involves
utilization of BCU undergraduate and graduate students for the purposes of
collaborating with FEC in serving high risk youth as mentors for the intent of
encouraging and emulating successful behavioral and leadership characteristics.
IN CONSIDERATION of the mutual promises and other valuable consideration
exchanged by the Parties as set forth herein, the Parties, intending to be legally
bound, HEREBY AGREE AS FOLLOWS: –
Party A has agreed to collaborate with Party B in terms of involving the utilization of
BCU undergraduate and graduate students for the purposes of collaborating with FEC
in serving high risk youth as mentors for the intent of encouraging and emulating
successful behavioral and leadership characteristics.
2. HIPAA COMPLIANCE
2.0 Through the execution of this Agreement, both Party A and Party B are in
agreement with the compliance requirements that are found under the Health Insurance
Portability and Accountability Act of 1996 (HIPAA).
2.1 Both Party A and Party B hereby agree to ensure compliance in terms of the
following:- HIPAA Security Rule, Technical Safeguard, Physical Safeguard,
Administrative Safeguard, Privacy Rule and Breach Notification Rule.
3.0 The Parties acknowledge that the existence and the terms of this Agreement and
any oral or written information exchanged between the Parties in connection with the
preparation and performance this Agreement are regarded as confidential information.
Each Party shall maintain confidentiality of all such confidential information, and without
obtaining the written consent of the other Party, it shall not disclose any relevant
confidential information to any third parties, except for the information that: (a) is or will
be in the public domain (other than through the receiving Party’s unauthorized
disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or
regulations or orders of the court or other government authorities; or (c) is required to be
disclosed by any Party to its shareholders or legal counsels.
3.1 Disclosure of any confidential information by the staff members or students engaged
by any Party shall be deemed disclosure of such confidential information by such Party,
which Party shall be held liable for breach of this Agreement. This Section shall survive
the termination of this Agreement for any reason.
4. DATA PRIVACY & BREACH
4.0 In the event of any unauthorized access or theft of PARTY A data, PARTY B shall
promptly notify PARTY A and do all such acts and things as PARTY A considers
reasonably necessary to remedy or mitigate the effects of the data breach. The parties
shall coordinate and cooperate in good faith on developing the content of any related
public statements or any required notices.
4.1 The PARTY B shall immediately report to the PARTY A any unauthorized or
improper use or disclosure of Protected Health Information, including without limitation,
any security or privacy incident or breach involving the Protected Health Information
(“Incident”) without unreasonable delay, and not more than twenty-four (24) hours after
the PARTY B becomes aware of the Incident by the PARTY B or its workforce and/or
agents and to provide the PARTY A with notice and a report containing all information
necessary to permit the PARTY A to timely comply with HIPAA notification provisions
and its implementing rules or any other applicable reporting law, if necessary.
a) Any notice to be given to any Party to this Agreement shall be in writing and shall
be deemed to be duly served if:
b) It is served personally on the Party in default; or
c) It is delivered to his/her/its advocate;
d) It is sent by registered post to the address indicated above or by e-mail
Save with regard to matters which require to be fulfilled and are in fact fulfilled prior to or
at the Execution Date, this Agreement shall continue to be in full force and effect.
7. DISPUTE RESOLUTION
a) Should any dispute arise between the parties with regard to the interpretation,
rights, obligations and/or implementation of any one or more of the provisions of
this agreement, the parties shall in the first instance attempt to resolve such
dispute by amicable negotiations.
b) Should such negotiations fail to achieve a resolution within Fourteen (14) days,
either party may declare a dispute by written notification to the other,
whereupon such dispute shall be referred to mediation.
No amendment to this Agreement shall be effective unless signed in the same manner
as this Agreement.
9. INTENTION TO BE BOUND
a) Each of the Parties hereby agrees and confirms for the purposes of the Law
of Contract that it has executed this Agreement with the intention of binding
himself/ herself fully to the contents hereof.
b) No person who is not a party to this Agreement shall be made a party to this
Agreement or shall have any right to rely on or enforce any term of this
10. THIRD PARTIES
This Agreement is only binding and enforceable between the parties herein. The said
Agreement cannot confer rights nor impose obligations on third parties.
IN WITNESS WHEREOF this agreement has been duly executed by the parties hereto the day
and year first herein before written.
SIGNED by the }
PARTY A }
FLORIDA ECONOMIC CONSORTIUM INC } ………………………………………..
SIGNED by the }
PARTY B }
BETHUNE COOKMAN – UNIVERSITY (BCU) } ………………………………………..