ePrescribing Standards Working Group - Terms of Participation

The purpose of these Terms of Participation (“Terms”) is to define your rights and obligations as a Participant (as defined below) in the FHIR R4–BASED E PRESCRIBING STANDARD as well as associated messages, guides and specifications (the “Standard”) WORKING GROUP (the “Working Group”) led by Canada Health Infoway (“Infoway”). As a Participant, you agree to abide by and be bound by these Terms. If you are acting on behalf of another Participant, you represent and warrant to Infoway that you have the power and authority to bind this Participant to these Terms.

In consideration of the right to participate in the Working Group and the right to contribute to, review, assess, and provide feedback on, the Standard, you hereby agree as follows:

1. NO CONFIDENTIALITY
   • Nothing said in the working group can be treated confidentially, and any documents exchanged may be subject to access to information requests. You are encouraged to participate in the activities of the Working Group without disclosing your trade secrets or other confidential information. Accordingly, Infoway and Participant will have no confidentiality obligations with respect to any confidential information provided to, or exchanged in connection with the activities of the Working Group, including the content of any Contributions. The foregoing shall not, however, prevent or bar claims by a Participant that another Participant provided or exchanged trade secrets or other confidential information in violation of contractual obligations that are provided by law or implied pursuant to applicable laws and that benefit the first Participant.
2. Right to use Any Contributions
   • In the course of conducting the activities of the Working Group, it is anticipated that each Participant may contribute certain of their respective information, ideas, specifications, terminologies, messages, methods, know-how, inventions, works of authorship, software, or other intellectual property, whether created before or in the course of your participation to the Working Group (collectively, “Contributions”).
   • In exchange notably for the opportunity to participate in this Working Group, Participant agrees that, other than Patents, Infoway is the exclusive owner of all right, title and interest in and to the Standard.
   • Subject to Section 4, you hereby grant to Infoway a worldwide, perpetual, non-exclusive, royalty-free, irrevocable right to use, reproduce, communicate, make available, distribute, make, and otherwise utilize or exploit any of your Contributions submitted as part of the Working Group for purposes of incorporation to the Standard or that otherwise forms part of the Standard, including, without limitation, for use in creating, disseminating, implementing, developing, evaluating, improving, approving, reviewing (including internally within a Participant’s organization), distributing, offering such Standard, incorporating the Standard to products and services, selling, licensing or making available such products or services, and any other purposes conforming to the objects of Infoway regarding the Standard. This licence may be the subject of sublicenses through multiple tiers.
   • You hereby represent and warrant having obtained, to the full extent permitted by applicable laws, all the necessary rights and waivers of non-assignable rights (including moral rights) from your employees and subcontractors that are necessary to grant the rights herein. You hereby represent and warrant that to your knowledge, you have not made and will not make any Contribution that violates or infringes any third party rights.
3. Patents - Necessary Claims
   • Starting on the day that you are first presented materials pertaining to the Standard, including any current or past version of the Standard, or when submitting any Contribution to the Working Group, you shall have sixty (60) days to notify Infoway in writing of any patents and patent applications that you own or control that contains claims that would be necessarily infringed by the implementation of the Standard or its use in connection with products or services compliant with the Standard (the “Owned Patent”).
   • You must elect in writing, within the time stipulated in Section 3.1, to either (i) irrevocably undertake to negotiate the grant to Infoway, any Participants to the Working Group, and to any person wishing to adopt the Standard, a license to such Participant’s Owned Patent on the basis of FRAND (fair, reasonable and non-discriminatory) terms, which may be subject to payment of a royalty or other compensation solely for use in creating, disseminating, implementing, developing, evaluating, improving, approving, reviewing (including internally within a Participant’s organization), distributing, communicating, offering, selling, leasing products and services conforming to the Standard, or (ii) notify Infoway that you are not willing irrevocably undertake to negotiate the grant of a licence on FRAND terms and reserve its discretion to refuse the grant of such licence or to offer licenses on alternate terms.
   • If you fail to timely return a completed notice identifying your Owned Patents and make an election, you automatically grant to Infoway, any other Participants and any person wishing to adopt the Standard a worldwide, perpetual, non-exclusive, royalty-free, irrevocable right to create, disseminate, implement, develop, evaluate, improve, approve, review (including internally within a Participant’s organization), distribute, communicate, offer, sell, lease products and services conforming to the Standard that are covered by the Owned Patents. If notice has been given with respect to an Owned Patent for a version of the Standard, no additional notices need be given for subsequent versions that incorporate the same content in substantially the same manner.
4. Miscellaneous
   • These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its conflict of law provisions.
   • Any notices required or allowed under these Terms will be provided by Infoway using the email address provided by the Participant during the application process or subsequently updated by notice to Infoway. Notices will be effective upon receipt by the receiving party, and shall be deemed received upon sending via email unless the sender is notified of delivery failure.

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