Appendix One Redacted.pdf

Appendix One
OUTSOURCED CLINICAL SERVCES
SURGICAL SERVICES
PANEL AGREEMENT No: P24-0210-
SCHEDULE 1: DETAILS
1.
PARTIES’ DETAILS
Health New Zealand, a Crown agent established by section 11 of the Pae Ora (Healthy Futures)
Act 2022 trading as Health New Zealand | Te Whatu Ora NZBN: 9429050678402 (Health NZ)
83 Molesworth Street
Wellington 6011
AND
[insert full legal name of the Provider] NZBN: [insert Provider’s NZBN] (Provider)
[insert address of the Provider’s registered office]
2.
AGREEMENT DETAILS
Contract Reference
Number
P24-0210-
Start Date
1 December 2024
End Date
30 June 2026 with one right of renewal of twelve (12) months
ending 30 June 2027.
under the Official Information Act 1982
  Brenda Howard
Health NZ Contract
  [email address]
Manager
  Ph s 9(2)(a)

Provider Contract
Manager
Released
Accredited Facilities
Outsourced Clinical Services – Surgical Services -  Panel Agreement
Page 1 of 11

3.
PANEL DETAILS

Panel name
Outsourced Clinical Services - Surgical Services - Panel
Agreement
Panel owner
Health New Zealand | Te Whatu Ora
Panel Start Date
1 December 2024
Panel End Date
30 June 2026
Panel Duration
Two (2) years and Seven (7) months including renewal period
Renewal Period
12 months
Renewal End Date
30 June 2027

4.
PARTIES’ AGREEMENT

In signing this Agreement, each Party acknowledges that it has read this document and agrees
to be bound by it.
For Health New Zealand:
For the Provider:

(signature)
(signature)
Name:

Name:

Position:
Position:
under the Official Information Act 1982
Date:

Date:

Released
Outsourced Clinical Services – Surgical Services -  Panel Agreement

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SCHEDULE 2: TERMS AND CONDITIONS

4.6
The Provider will ensure that its Specialist clinicians are credentialed to work at the
1.
BACKGROUND
Accredited  Facilities  and  to  perform  the  listed  procedures  within  their  Scope  of
1.1
Health NZ wishes to buy Outsourced Clinical Services from the Provider and the
Practice.  They will undertake the Procedures as contractors to the Provider with
Provider  wishes  to  provide  those  Services  to  Health  NZ  as  set  out  in  this
operating times negotiated between the Specialist clinicians and the Provider. Any
Agreement.
other consulting Specialists assisting in the Procedure must also be credentialed to
work at the Accredited Facility.

4.7
The Provider will exercise due care and skill in the handling and storage of clinical
2.
HOW THIS AGREEMENT WORKS
Records  and  documentation  belonging  to  Health  NZ  or  the  Patient  and  will
2.1
Clause  numbers  refer  to  the  Schedule  or  Part  of  the  Agreement  in  which  they
maintain  them  in  an  accurate  and  timely  manner  and  in  accordance  with  best
appear, unless otherwise stated.
practice and any standards advised by Health NZ.
2.2
The different Parts and Appendices of this Agreement are intended to be read and
4.8
The  Parties  acknowledge  that  all  Patients  involved  in  this  arrangement  remain
interpreted  together.  However, if  there  is  any  conflict  between  clauses  of  this
Patients of Health NZ and all health information relating to these Patients must be
Agreement,  then  the  following  order  of  precedence  shall  apply  (in  descending
provided  to  Health  NZ  and  must  be  managed  consistently  with  the  Health
order) unless specified otherwise:
Information Privacy Code 2020.
(a)
Schedule 1: Details
4.9
Health NZ may undertake a Privacy Impact Assessment which will encompass an
assessment  of  the  Provider’s  IT  systems  and  procedures  to  establish  how  the
(b)
Schedule 2: Terms and Conditions
Provider  will  ensure  compliance  with  the  security  and  other  obligations  in  the
(c)
Appendix A: Service Specifications, Standards and Reporting
Health Information Privacy Code in respect to the collection, use and retention of
(d)
Appendix B: Clinical Pathways
personal health information.  The Provider will ensure its systems are up to date
and align with best industry practice at all times and will undertake (if appropriate)
(e)
Appendix C: Pricing Schedules
Cloud Risk Assessment Testing and Penetration Testing at regular intervals.  Such
(f)
Schedule 3: Panel Terms
Penetration  Testing  will  be  conducted,  at  the  Provider’s  own  expense,  by  a
(g)
Statements of Work (Appendix D) and Purchase Order Agreements
reputable, renowned, independent, third-party service provider who is not in any
way related to or associated with the Provider.

4.10
If Health NZ requires in this Agreement (or otherwise agrees in writing with the
3.
BUYING UNDER THIS CONTRACT
Provider) that the Services will be provided by a specific type of health practitioner,
3.1
To buy under this Agreement:
then it is a fundamental term that the specified health practitioner carries out the
Services.
(a)
Health NZ will issue a Statement of Work (SOW) to the Provider confirming
agreed Procedures, Price and volume allocation including timeline for the
4.11
All Parties agree to work co-operatively to ensure best Patient outcomes.
Provider to complete the Services.
4.12
The Provider acknowledges and agrees that the Services may fall within the ambit
(b)
Health NZ may then raise Purchase Orders in accordance with the SOW.
of being “children’s services” and/or “regulated services” under the Children’s Act
2014 (Act).  Where the Services are “children’s services”, the Provider will write
3.2
All  orders  for  Services  must  be  placed  through  a  Purchase  Order  before  the
and adopt a child protection policy as soon as practicable (Policy) and review such
Provider may supply those Services to Health NZ.
Policy in accordance with the Act.  Notwithstanding the above, the Provider agrees
3.3
Each  Purchase  Order  accepted  by  the  Provider  constitutes  a  binding  Purchase
to comply with all other requirements of the Act, including the requirements of
Order Agreement between the Provider and Health NZ for the Services specified
Part 3 of the Act.
in that Purchase Order.
4 13
INCIDENTS
3.4
Each  Purchase  Order  Agreement  incorporates  the  SOW  and  is  subject  to  this
(a)
In the event of any Patient incident, complaint or dispute (Incident) arising
Agreement.  However,  each  Purchase  Order  Agreement  remains  separate  from,
out  of,  or  in  relation  to  the  Services,  the  Provider  will,  immediately  on
and independent of, any other Purchase Order Agreement under this Agreement.
becoming aware of such Incident, advise Health NZ of the Incident.  The
3.5
The term of each Purchase Order Agreement commences on the date the Purchase
Provider  will  fully  co-operate  in  any  investigation  that  is  initiated  in
Order is accepted and continues until the obligations of that Purchase Order are
response  to  any  Incident  (whether  by  Health  NZ  or  a  third-party
fulfilled.
organisation,  including  but  not  limited  to  a  Registration  Authority,  the
Health  and  Disability  Commissioner,  the  Privacy  Commissioner,  or  a

4.
Coroner), and at Health NZ’s request will assist Health NZ in responding to

SERVICES UNDER THIS AGREEMENT
or managing, any Incident.
4.1
The  Provider  agrees  to  provide  the  Services  described  in  Appendix  A:  Service
(b)
If  any  employee,  contractor,  agent  or  representative  of  the  Provider
Specifications, Standards and Reporting, and Appendix B: Clinical Pathways, at the
becomes, or has  been, subject to any investigation  or disciplinary action
Prices specified in Appendix C: Pricing Schedules, in accordance with the terms and
(whether  by  the  individual's  Registration  Authority,  the  Health  and
conditions of this Agreement.
Disability Commissioner, the Privacy Commissioner, a Coroner, or any other
4.2
The Provider will provide the Services:
competent  authority)  the  Provider  will  notify  Health  NZ  immediately  in
(a)
with all reasonable care, skill and diligence and employing techniques of a
writing. It is the responsibility of the Provider to ensure that its employees,
high quality and standard;
contractors, agents and  representatives disclose such information to the
under the Official Information Act 1982
Provider and authorise the Provider to share such information with Health
(b)
by appropriately qualified, registered and licensed Staff in accordance with
NZ in accordance with this Agreement.
best  industry  pract ces  and  in  accordance  with  all  applicable  Permits,
regulations and statutory requirements;
(c)
On  receipt  of  such  notice  Health  NZ  may,  in  its  absolute  discretion  and
without  limiting  any  other  rights  or  remedies  Health  NZ  has  under  this
(c)
in a prompt  efficient, professional and ethical manner;
Agreement or otherwise at law, require by written notice to the Provider
(d)
in  accordance  with  all  applicable  Ministry  of  Health  national  service
that the relevant individual is not involved in the provision of the Services,
specifications, professional and statutory standards (including health and
or alternatively Health NZ may immediately terminate this Agreement.
safety standards) and codes of Practice; and
4.14
HEALTH & SAFETY LEGISLATION
(e)
to Patients in accordance with the Code of Health and Disability Services
(a)
The Parties must comply with the Health and Safety at Work Act 2015.
Consumers’ Rights.
(b)
As  far  as  reasonably  practicable,  the  following  is  a  requirement  when  in
Released
4.3
Regarding the Services, Health NZ will act:
attendance at any  Accredited Facility  -the Provider must ensure that the
(a)
in a prompt, efficient, professional and ethical manner;
health and safety of its Staff, the staff and other personnel of Health NZ,
and the health and safety of other persons including, without limitation,
(b)
in  accordance  with  all  applicable  Ministry  of  Health  national  service
Patients, is not put at risk from work carried out in the performance of this
specifications, professional and statutory standards (including health and
Agreement. If it is not reasonably practicable to eliminate risks to health
safety standards) and codes of Practice; and
and safety, the Provider must minimise those risks so far as is reasonably
(c)
to Patients in accordance with the Code of Health and Disability Services
practicable.
Consumers’ Rights.
4.15
REPORTING & PERFORMANCE
4.4
The clinical pathways set out in Appendix B defines the process and responsibilities
(a)
The Provider and Health NZ will in good faith and as required work together
of each Party in the management of the Patient journey during the outsourcing
to ensure that systems and processes are aligned and simplified.
process.
(b)
Health NZ will review service delivery as agreed from the Start Date with
4.5
As part of the establishment of this Agreement for Outsourced Clinical  Services,
the Parties; this review will include opportunities to optimise workflow that
the Provider has provided fixed prices for the Services as detailed in Appendix C:
allows  easy  business  integration,  quality  Patient  outcomes  and  Price
Pricing Schedules.
discussion.
Outsourced Clinical Services – Surgical Services -  Panel Agreement

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on  Health  NZ’s  behalf,  and  will  not  represent  to  any  third  party  that  it  is  an
(c)
The  Provider  will  provide  all  the  required  documentation  and  reports
employee or agent of Health NZ.
relevant to the services as detailed in Appendix A: Service Specifications,
Standards and Reporting, to Health NZ.
11.2
As an independent contractor, the Provider is solely responsible for the payment
of  all  levies,  premiums,  assessments,  taxes  or  other  payments  levied  under  the

Income  Tax  Act  2007,  the  Goods  and  Services  Tax  Act  1995,  the  Accident
5.
TERM
Compensation Act 2001 and all other legislation which may be in force and relates
5.1
This Agreement has effect on and from the Start Date.
to or affects the performance of the Services.
5.2
This Agreement expires on the End Date unless terminated earlier, provided that

Health NZ may renew this Agreement in accordance with its terms.
12.
PRICE, INVOICING AND PAYMENTS
5.3
Notwithstanding the expiry of this Agreement, the Provider will fulfil Referrals up
12.1
The Price (excluding GST) for each Service will be set out in Appendix C: Pricing
to and including the End Date (including the expiry of any Renewal Period).
Schedules.

12.2
Health  NZ  will  pay  the  Provider  the  Prices  for  the  Services  requested  by  and
6.
NON-EXCLUSIVITY
supplied  to  Health  NZ.  The  Prices  are  the  total  maximum  amount  payable  by
Health  NZ  to  the  Provider  for  the  performance  of  the  Services,  including  the
6.1
Nothing in this Agreement prevents Health NZ from buying services similar to, or
Specialists,  plus  all  management,  administration  and  supervisory  Staff,  labour,
the same as, the Services from any other person.  Health NZ does not guarantee
materials,  equipment  and  anything  else  required  to  provide  the  Services.  The
the Provider any specific volume of business under this Agreement.
Provider will not seek to claim any additional costs or expenses for the supply of
6.2
The Provider acknowledges that it may be one of several providers contracted for
the  Services  (including  any  materials  or  products  provided  with,  or  used  in  the
some or all the Services and that Health NZ may select another provider for one or
provision of, the Services) for any special hours or days of work or for any other
more Services at Health NZ’s discretion.
reason.

12.3
Pricing will be reviewed as part of the annual business review.
7.
PROBITY
12.4
Within five (5) Business Days after the end of each calendar month, the Provider
7.1
The  Provider  acknowledges  that  Health  NZ  is  a  Crown  entity.  Thus  the  Parties
will provide a valid GST invoice electronica ly to Health NZ for Services supplied
agree that they will always act in their  dealings with each other, their advisors,
during  the  previous  month.  The  invoice  will  be  accompanied  by  a  transaction
employees  and  agents  in  a  manner  consistent  with  the  highest  standards  of
summary (excel spread sheet) that includes National Health Index number, Patient
probity.  Furthermore,  the  Provider  agrees  that  it  will  not  have  any  Conflict  of
first name, surname, Procedure date, Specialist, HS code, Procedure description,
Interest with Health NZ and will not do anything that is likely to bring Health NZ
Price per Procedure (excl. GST), any Patient who Did Not Attend (DNA), Declined
into disrepute.  The Provider agrees to conform to any specific probity guidelines
or Cancelled, include reason in additional comments with monthly invoice.  Each
and principles advised by Health NZ from time to time. For the avoidance of doubt,
invoice will be copied to the Invoicing / Billing contact, and will:
if  a  Provider’s  Specialist  is  also  employed  by  Health  NZ,  this  will  not  in  itself
(a)
state the Cont act Reference Number for this Agreement,
constitute a Conflict of Interest.
(b)
the Referral number(s) and

(c)
describe the Services supplied.
8.
TE TIRITI O WAITANGI
12.5
Payment:  Health NZ will pay the Provider on or before the 20th day of the month
8.1
Health NZ has obligations to honour te Tiriti o Waitangi in relation to Māori health
following the month in which a properly issued invoice is received by Health NZ,
provision and achieving better health outcomes for Māori populations.
provided that Health NZ may withhold payment in relation to any matter genuinely
8.2
All Providers are required to assist Health NZ in fulfilling these obligations to:
in  dispute.  Payment  will  be  by  electronic  funds  transfer  or  other  method
acceptable to Health NZ.
(a)
meet the obligations, principles and objectives of the Treaty of Waitangi in
relation to Māori Health.
12.6
Failure  by  Health  NZ  to  dispute  any  invoice  prior  to  payment  will  not  prejudice
Health NZ’s right to subsequently dispute such invoice.  In making payment for the
(b)
ensure  that  the  provision  of  health  services  meets  the  needs  of  the
Services,  Health  NZ  may  withhold  or  deduct  or  set  off  the  amount  of  any
Ministerial strategic direction for Māori health.
overpayment or any amount recoverable by Health NZ from the Provider.
(c)
remove barriers to Māori accessing health services.

(d)
facilitate the involvement of whanau and others.
13.
INSURANCE, LIABILITY & INDEMNITY
(e)
integrate  Māori  values,  beliefs,  and  cultural  practices  into  health  care
13.1
The Provider is responsible for ensuring that its risks of providing the Services are
services.
adequately covered, including by effecting and maintaining professional indemnity
(f)
educate and train staff in Maori values, beliefs, and cultural practices and
insurance  policies  with  a  reputable  insurer  even  after  the  Provider  ceases  to
in the requirements of any Māori Health Strategy
provide the Services.  If requested the Provider will send a copy of the relevant
policy  renewals  to  Health  NZ  and/or  a  certificate  confirming  the  nature  of  the
(g)
meet  any  further  responsibilities  under  the  Whakamaua:  Māori  Health
insurance cover and proving that each policy is current.  Whether or not insurance
Action Plan.
policies exist shall not derogate from the Provider’s potential liability under this

Agreement.
9.
MANAGEMENT OF THIS AGREEMENT
13.2
The following minimum terms are applicable to the liability cover:
9.1
Each Party will nominate its Contract Manager.  The Contract Managers will act as
(a)
the sum insured shall be not less than $3 million per claim by Health NZ (or
the first point of contact for any contract management issues that arise in relation
under the Official Information Act 1982
such other sum insured as the Parties agree); and
to this Agreement and will meet as required, to deal with any contract issues.  If a
Party changes its Contract Manager, it must give the other Party written notice of
(b)
cover must extend to personal injury to or death of any person resulting
the name and contact details of the replacement within five (5) Business Days of
from  any  act  or  omission  on  the  part  of  the  Provider  or  any  of  its
the change.
employees, agents or representatives.
13.3
To  the  extent  permitted  by  law,  the  Provider indemnifies  Health  NZ  against  all

losses, claims, and costs (including legal and expert costs and expenses  incurred
10.
INFORMATION MANAGEMENT
on a solicitor/client basis) (Loss) which may be made by any third party  against
10.1
The Provider must:
Health  NZ  or  which  arise  as  a  result  of  the  breach  of  this  Agreement,  or  the
negligent provision of the Services by the Provider.
(a)
keep  and  maintain  Records  securely  and  in  accordance  with  prudent
business  practice  and  all  applicable  laws,  and  ensure  they  are  securely
13.4
The indemnity in clause 13.3, is subject to the following:
destroyed on disposal;
Released
(a)
Health NZ promptly notifying the Provider of any claim;
(b)
ensure  the  Records  clearly  identify  all  Referrals and  Services  supplied  to
(b)
Health NZ must take all reasonable actions to mitigate any Loss related to
Health NZ; and
the claim;
(c)
ensure the Records are easy to access, available to Health NZ during the
(c)
Health NZ must not admit any liability or responsibility for the claim;
Term, and for seven years after the End Date.
(d)
Health NZ must provide the Provider with control over the handling of the
10.2
The  Provider  will  give  to  Health  NZ  any  Records  or  information  relating  to  the
claim and Health NZ must provide the Provider with reasonable assistance
Services  as  Health  NZ  reasonably  requests,  within  a  reasonable  time  and  in  a
in relation to the claim;
format that is usable by the requestor.
(e)
Any  Loss  is  either  agreed  by  the  Provider  or  the  result  of  a  final  court

determination that has no further right of appeal;
11.
STATUS OF PROVIDER
(f)
Any Loss is reduced to the extent that it was contributed to or caused by
11.1
The Provider is an independent contractor and nothing contained or implied in this
Health NZ or any third party.
Agreement will create the relationship of employer and employee or principal and
13.5
No Party will be liable to another Party in contract or tort for any loss of profit,
agent with Health NZ.  The Provider is not authorised to bind Health NZ, or to act
business, reputation, contracts, revenues or anticipated savings or for any special,
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(d)
if  requested  by  Health  NZ,  immediately  return  or  securely  destroy  all
indirect or consequential damage of any nature which arises directly or indirectly
Confidential  Information  and  other  material  or  property  belonging  to
from any default on the part of any Party.
Health NZ that is in the Provider's possession.

16.4
If requested by Health NZ, the Provider will provide all reasonable assistance to
14.
RIGHTS OF AUDIT
support  any  replacement  provider  of  the  Services  or  services  similar  to  the
14.1
For the purposes of this clause, Audit means an audit, investigation, or review of:
Services.
(a)
the  performance  and  quality  of  Services  to  be  provided  under  this

Agreement; and
17.
DISPUTE RESOLUTION
(b)
any other matter concerning compliance with any of the obligations of the
17.1
No  Party  may  commence  court  or  arbitration  proceedings  related  to  a  dispute
Provider  under  the  Agreement  including  but  not  limited  to  a  Patient
arising out of or in connection with this Agreement unless it has first complied with
complaint.
this clause or unless court action is necessary to preserve a Party’s rights.
14.2
Health NZ is entitled, at its cost, to audit the Provider annually, and at any time if
17.2
The Parties agree to use their reasonable endeavours and work in good faith to
Health NZ believes that there is a material breach of this Agreement or if requested
resolve  any  dispute  or  difference  that  may  arise  under  this  Agreement.  The
by the Ministry of Health or other regulatory or governmental body to do so.
following process applies to disputes:
14.3
The  Provider  must  co-operate  with  any  Audit  and  provide  Health  NZ  and  its
(a)
a Party must notify the other Party if it considers a matter is in dispute;
authorised agents (Auditors) with access on 24 hours notice (or immediate access
(b)
the relevant Contract Managers will attempt to resolve the dispute through
if Health NZ or the Auditors reasonably suspect fraud) to:
direct negotiations;
(a)
all records related to the provisions of Services by the Provider;
(c)
if the Contract Managers have not resolved the dispute within 10 Business
(b)
the Site and any other premises where the Provider’s Records relating to
Days  of  it  being  referred  to  them,  the  Parties  will  refer  the  dispute  to
the Services are kept; and
mediation.
(c)
interview any Staff involved in the provision of the Services.
17.3
If a dispute is referred to mediation, the mediation will be conducted:
14.4
If  the  Audit  identifies  an  overpayment  or  evidence  of  non  or  partial  service
(a)
by a single mediator agreed by the Parties, or if they cannot agree within
delivery, or compliance with, Provider obligations, Health NZ may obtain a full or
five (5) Business Days, appointed by the Chair of Resolution Institute;
partial repayment of any Price paid related to such obligations, either directly or
(b)
on the terms  of the Resolution Institute standard mediation agreement;
by using its right to set off under this Agreement.
and

(c)
at a fee to be agreed by the Parties or, if they cannot agree within five (5)
15.
CONFIDENTIAL INFORMATION
Business  Days,  the  mediator’s  fee  will  be  determined  by  the  Chair  of
15.1
Each Party confirms that it has adequate security measures to protect the other
Resolution Institute
Party's Confidential Information from unauthorised access, or use by third parties
17.4
Each Party will pay its own costs of mediation.
and that it will not use or disclose the other Party's Confidential Information to any
person or organisation other than:
17.5
If the dispute remains unresolved one month after being referred to mediation, a
Party may refer the dispute to arbitration in accordance with the Arbitration Act
(a)
to  the  extent  that  use  or  disclosure  is  necessary  for  the  purpose  of
1996 (excluding clauses 4 and 5 of the Second Schedule to that Act) by an arbitrator
providing the Services, or in the case of Health NZ, using the Services;
agreed upon by the Parties.  Failing agreement the arbitrator will be appointed by
(b)
with the other Party’s prior written consent;
the President of the New Zealand Law Society at the request of any Party.
(c)
if  the  use  or  disclosure  is  required  by  law  (including  under  the  Official
17.6
All Parties will continue to comply with their obligations under this Agreement until
Information Act 1982), Ministers or parliamentary convention; or
the dispute is resolved, but payments may be withheld pursuant to this Agreement
or a particular Procedure to the extent that they are disputed.
(d)
if the information has already become public, other than through a breach
of the obligation of confidentiality by one of the Parties.
17.7
For the avoidance of doubt, the provisions of this clause 17 will not operate to
prevent  any  Party  from  seeking  a  temporary  restraining  order  or  injunctive  or
15.2
Each Party will ensure that its employees, contractors, agents and representatives
other  equitable  relief  with  respect  to  a  breach  (or  attempted  breach)  of  this
who have knowledge of this Agreement or any Confidential Information are aware
Agreement.
of the confidentiality obligations in this Agreement and do not use or disclose any
of the other Party's Confidential Information except as allowed by this Agreement.

18.

MISCELLANEOUS PROVISIONS
16.
TERMINATION
18.1
With regards to Broader Outcomes – the Provider will:
16.1
By Health NZ:  Without prejudice to its other remedies Health NZ may terminate
(a)
provide  the  Services  in  a  manner  that  gives  appropriate  regard  to  the
this Agreement by notice in writing if the Provider:
protection of the natural environment;
(a)
is or states that it is insolvent or unable to pay its debts as they fall due,
(b)
adhere to all environmental-related legislation and practice codes relating
enters into any composition or arrangement with its creditors, is wound up
to the Services;
or  doing  any  act  which  would  render  it  liable  to  be  wound  up,  or  has  a
(c)
use  reasonable  endeavours  to  ensure  opportunities  for  improvement  in
liquidator,  provisional  liquidator,  receiver  or  official  manager  appointed
Health  NZ’s  environmental  performance  identified  by  the  Provider’s
over all or any of its property;
employees or subcontractors are reported to the appropriate key contact;
under the Official Information Act 1982
(b)
commits  any  material  breach  of  this  Agreement and  fails  to  remedy  the
(d)
deliver the Services in a manner that is culturally appropriate for Maori and
breach within 10 Business Days after notice has been given;
other ethnic groups and will take te Tiriti o Waitangi principles into account.
(c)
indicates, by words or conduct, that it does not intend to perform some,
(e)
comply and ensure that all subcontractors and personnel comply with all
all, or any of its futu e material obligations under this Agreement;
relevant  employment  standards  and  laws  including  participation  in  any
(d)
repeatedly fails to perform or comply with its material obligations under
Audit requested by Health NZ.
this Agreement;
18.2
Variations:  Any  variations  to  this  Agreement  must  be  agreed  in  writing  by  the
(e)
does  something,  or  fails  to  do  something  that,  in  Health  NZ’s  opinion,
Parties.  Referrals issued before any variation is effective will be fulfilled on the
results in material damage to Health NZ’s reputation or business;
unvaried terms and conditions, including as to Price.
(f)
has a Conflict of Interest that in Health NZ's opinion, is so material as to
18.3
Agreement paramount:  Notwithstanding any terms of supply of the Provider or
impact adversely on the supply of Services to Health NZ; or
recorded  on the Provider’s invoices, this Agreement will be paramount and will
Released
apply to the exclusion of any of the Provider’s terms and documentation, even if
(g)
provides material information to Health NZ that is misleading or inaccurate
at some later date Health NZ signs or otherwise purports to accept, the terms of
in any material respect.
that documentation.
16.2
Without prejudice to its other remedies, Health NZ may terminate this Agreement
18.4
Notices:  Any notices to a Party under this Agreement must be delivered by hand
by notice in writing if termination is required by a decision of a regulatory authority
or  sent  by  post,  courier  or  email  to  that  Party's  address  as  initially  specified  in
which is binding on Health NZ.
Schedule 1  of this Agreement.  Furthermore, all notices to Health NZ must  be
16.3
Obligations on termination:  On termination of this Agreement or on expiry of this
copied  to  Health  NZ’s  Chief  Legal  Counsel  at  [email address].  A
Agreement, the Provider must:
notice is considered to be received if:
(a)
stop supplying Services (other than on expiry where issued but unfulfilled
(a)
delivered by hand, or courier, on the date it is delivered;
Referrals will be completed);
(b)
sent by post within New Zealand, on the tenth Business Day after the date
(b)
comply with any conditions in any notice of termination;
it was sent; or
(c)
promptly do everything possible to reduce its costs, losses and expenses
(c)
sent  by  email,  at  the  time  the  email  enters  the  recipient's  information
arising from the termination of this Agreement; and
system provided it is not returned undelivered or as an error.
A notice received after 5pm on a Business Day, or on a day that is not a Business
Day, will be considered to be received on the next Business Day.
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Procedure means the specific procedure to be performed on a Patient as specified
18.5
Remedies:  The  rights  and  remedies  of  the  Parties  under  this  Agreement  are
in a Referral.
cumulative.  The Parties do not exclude any rights and remedies provided by law,
unless otherwise expressly stated in this Agreement.
Provider means the provider appointed to this Agreement.
18.6
Counterparts:  This Agreement may be executed in two or more counterparts by
Purchase Order means an order to buy Services as set out in clause 3.2.
Health NZ and the Provider. Where counterparts are signed on different dates, the
Purchase  Order  Agreement  means  a  separate,  binding,  agreement  between
date of execution is the later of the two dates.  Where counterparts are signed,
Health NZ and the Provider which incorporates, and is subject to, the terms of this
the signed copy can be the original document or an emailed copy.
Agreement, including the relevant Statement of Work, as described in clauses 3.3
18.7
Advertising:  No Party will use another Party’s name or branding in advertising its
and 3.4.
business or activities without the prior written consent of that other Party and will
Records  means  all  information  and  data  necessary  for  the  management  of  this
comply with all reasonable terms and conditions upon which such permission may
Agreement and the supply of Services, including reports, invoices, letters, emails,
be given.
notes  of  meetings,  photographs  and  other  media  recordings  in  hard  copy  or
18.8
No waiver:  A failure or delay on the part of any Party in exercising any power or
electronic form.
right  under  this  Agreement  will  not  operate  as  a  waiver,  nor  will  any  single  or
Referral  means  a  referral  from  Health  NZ  to  the  Provider  for  a  Service  to  be
partial exercise of such right or power preclude any other or future exercise of the
provided to a Patient.
same, or any other right or power contained in this Agreement.
Registration Authority means an organisation appointed by or under the Health
18.9
Time  of  the  essence:  Time  will  be  of  the  essence  in  relation  to  the  Provider’s
Practitioners  Competence  Assurance  Act  2003  as  the  body  respo sible  for  the
performance of its obligations under this Agreement.
registration and oversight of practitioners of a particular health profession.
18.10
Assignment:  The Provider may not assign or subcontract its obligations under this
Renewal Period means the period set out in Schedule 1 of this Agreement.
Agreement without Health NZ’s prior consent.  The Provider agrees that it is solely
responsible for its Staff and any subcontractor engaged with Health NZ’s consent.
Resolution  Institute  is  an  Australasian,  not-for-profit  membership  organisation
formed in 1989 to serve the community by promoting and facilitating the use of
18.11
Assurances:  Each Party will do all things and execute all documents reasonably
dispute resolution processes generally known as Alternative Dispute Resolution or
necessary to give effect to the terms of this Agreement.
ADR.

RFX  means  any  of  Request  for  Information  (RFI),  Request  for  Proposal  (RFP),
19.
DEFINITIONS & INTERPRETATIONS
Request for Quote (RFQ), Request for Bid (RFB) or any other documentation used
19.1
in a sourcing or tender process.

When used in this Agreement, the following terms have the meaning set out in this
clause unless the context requires otherwise:
Schedule means a Schedule to this Agreement.
Accredited Facility means the Provider’s facility at which the Procedure is carried
Scope of Practice has the meaning set out in the Health Practitioners Competence
out as specified under this Agreement.
Assurance Act 2003.
Agreement means this Agreement, its Schedules, and Appendices, each Statement
Services mean the Specialist Services described in this Agreement.
of  Work  and  each  Purchase  Order  Agreement,  as  amended  from  time  to  time,
Site means a site owned or controlled by Health NZ and includes:
provided that references to “Agreement” for an accepted Referral is a reference
to that Referral.
(a)
a hospital and/or health service delivery site; and

Broader  Outcomes  means  Government  Procurement  practices  used  to  support
(b)
a national office or support function site.
wider social, economic, cultural and environmental outcomes that go beyond the

immediate purchase of goods and services.
Specialist means a Vocationally Registered Practitioner working within their Scope
Business  Day  means  any  day  excluding  a  weekend  or  public  holiday  in  New
of Practice.
Zealand.
Speciality  means  a  specific  clinical  or  medical  service  within  Health  NZ  with
Business Hours means between 8am and 5pm on any Business Day or such other
accountability  for  the  particular  health  services  covered  under  this  Agreement,
hours as agreed between the Provider and Health NZ.
including management of the related Referrals and payment.
Confidential  Information  means  information  that  is  marked  “confidential”,  “in
Staff means a Party’s “Worker(s)” as defined by section 19 of the Health and Safety
confidence” or similar; is provided by either Party, or a third party in confidence;
at Work Act 2015 engaged in delivering the Services.
or either Party knows, or ought to know, is confidential or is of a sensitive nature
Start Date means the date specified in Schedule 1 of this Agreement.
or commercially sensitive to either Party.
Statement of Work or SOW means a statement of work issued by Health NZ under
Contract  Manager  means  the  individuals  named  in  Schedule  1,  or  as  otherwise
this Agreement, in the form prescribed by Health NZ from time to time. The form
advised by a Party to the other Party from time to time.
prescribed  at  the  date  of  this  Agreement  is  set  out  in  Appendix  D  –  Form  of
Contract  Reference  Number  means  the  Contract  Reference  Number  for  this
Statement of Work. A SOW was previously known as an Authority to Commence
Agreement as set out in page 1 of this Agreement.
Services or ATCS.
End  Date  means  the  date  specified  in  Schedule  1  of  this  Agreement  and,  if
Term means the Start Date to the End Date including any Renewal Period.
applicable, includes the last day of any Renewal Period.
19.2
In this Agreement, unless the context requires otherwise:
Exclusion  means  a  referred  Patient  who  is  subsequently  deemed  unfit  for  a
(a)
references to clauses and schedules are to clauses and schedules of this
procedure  by  the  Provider  or  whose  required  Procedure  does  not  meet  the
Agreement;
definition of the Procedure under this Agreement.
under the Official Information Act 1982
(b)
the headings to clauses will be ignored in construing this Agreement;
Health and Safety Legislation means the Health and Safety in the Workplace Act
2015, and all associated regulations (and any Act or other legislative or regulatory
(c)
the plural includes the singular and vice versa;
instrument passed in substitution or replacement for such).
(d)
references to gender include each other gender;
Health NZ means a Crown agent established by section 11 of the Pae Ora (Healthy
(e)
a  statute  includes  that  statute  as  amended  from  time  to  time  and  any
Futures) Act 2022, with New Zealand Business Number 9429050678402.
regulations, orders in council and other instruments issued or made under
Panel means the panel of Providers established by Health NZ for the provision of
that statute from time to time and legislation passed in substitution for that
the Services to Health NZ in accordance with the terms of the Agreement.
statute;
Parties means the Provider and Health NZ and Party means either of them.
(f)
an obligation not to do anything includes an obligation not to suffer, permit
or cause that thing to be done;
Patient means a patient of Health NZ who is receiving (or is intended to receive)
Services under this Agreement.
(g)
derivatives of any defined word or term have a corresponding meaning;
Released
Permits  include  statutory  licences,  permits,  quotas,  consents,  planning
(h)
all  references  to  dollars  are  references  to  New  Zealand  dollars  unless
permissions  and  other  authorisations  under  or  pursuant  to  any  statute  or
provided otherwise; and
regulation.
(i)
"including" and similar words do not imply any limitation.
Price means the price for the Services as set out in Appendix C: Pricing Schedules.
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21.4
The Provider acknowledges that being a member of the Panel does not guarantee
SCHEDULE 3:  PANEL TERMS
any particular volume of Referrals.
21.5
Health NZ will conduct periodic reviews of the Panel (not less than once a year) to
ensure  that  the  Objectives  are  met  and  to  confirm  each  provider’s  continued
20.  APPLICATION
suitability to remain on the Panel.  Such reviews will be conducted in a manner in
20.1
The Provider acknowledges that it is one provider on the Panel.  The Panel shall
which  Health  NZ  determines  appropriate  and  may  include  a  review  of  provider
operate according to the terms set out in this Schedule. These same Panel terms
performance,  service  quality,  contract  performance,  achievement  of  the
apply to all providers on the Panel.
Objectives or any other matter that Health NZ determines relevant.

21.6
Subject  to  its  termination  rights  under  clause  16  of  Schedule  2,  Health  NZ  may
21.
terminate any provider from the Panel as a result of the periodic review if Health

PANEL OBJECTIVES AND OPERATION
NZ believes that this will advance the Objectives.
21.1
As specified in Schedule 1 of this Agreement, the Panel will commence on the Panel
21.7
The Panel is an open Panel, meaning that new providers can join the Panel during
Start Date and end on the Panel End Date unless renewed, at Health NZ’s complete
the Panel term.  This will generally be facilitated by Health NZ running a periodic
discretion, for the Renewal Period to the Renewal End Date.
review process (approximately once a year) to consider adding new providers to
21.2
The Panel has the following Objectives:
the Panel.  New providers will be required to undertake an open Response Process
(a)
provide a list of Services which are identifiable as meeting the requirements
similar to the RFP process undertaken to establish the Panel. However, if Health
set out in this agreement;
NZ  requires  a  new  service  that  can  only  be  obtained  from  a  new  provider  as  a
matter of clinical need between such review periods, Health NZ may add a new
(b)
achieve consistency of terms of trade with Providers to enable Health NZ
provider to the Panel accordingly in accordance with the Objectives.
to make an informed choice between Providers;
(c)

provide long-term sustainable lowest total cost options;
22.
SERVICE LIST
(d)
minimise  procurement  costs  including  the  costs  and  time  involved  for
Health NZ in engaging with Providers;
22.1
The Provider acknowledges that Services specified in the Agreement will form part
of the List available for purchase by Health NZ under the Panel.
(e)
build relationships with a range of Providers;
22.2
If Health NZ considers that the Provider cannot meet its requirements for a Listed
(f)
ensure supply of Services as and when needed; and
Service  it  may,  after  providing  the  Provider  with  one  month’s  written  notice,
(g)
maintain a level of competitive tension between providers.
remove that Service from the List and/or may, in its sole discretion, seek another
provider (whether on the Panel or not) or go to market for those Services.
21.3
Health  NZ  will  determine  whether  to  buy  specific  Services  on  the  terms  of  the
Agreement.  Such selection will be based on Health NZ’s requirements during the
22.3
Health NZ may remove any Service from the List on notice if it considers that such
Term and on each provider’s capacity, expertise, proposed solution and best value
Service is likely to endanger Patient safety.
for money.  Health NZ may select the Provider for specific requirements by issuing
a Referral directly to the Provider on the terms of the Agreement.
under the Official Information Act 1982
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APPENDIX A: SERVICE SPECIFICATIONS, STANDARDS AND REPORTING
under the Official Information Act 1982
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APPENDIX B: CLINICAL PATHWAYS
under the Official Information Act 1982
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APPENDIX C: PRICING SCHEDULES
The appendix is withheld under section 9(2)(b)(ii)
under the Official Information Act 1982
Released
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APPENDIX D: FORM OF STATEMENT OF WORK

under the Official Information Act 1982
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