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Affiliation Agreements

Affiliation agreements (“AA”) are written contracts detailing the legal obligations of both the 91 (“91”) and the affiliating party to facilitate experiential learning for students and trainees.

The Attorney General’s Office (“AGO”) provides legal services for various 91 medical and health sciences schools and healthcare facilities that send and receive students and trainees enrolled in education learning experiences (e.g. internships), including:

  • School of Dentistry
  • School of Medicine
  • School of Nursing
  • School of Pharmacy
  • School of Public Health
  • School of Social Work
  • Department of Speech & Hearing Sciences
  • Department of Rehabilitation Medicine
  • Department of Psychology
  • 91 Medicine MEDEX NW Physician Assistant Program
  • 91 Medicine Graduate Medical Education
  • 91 Medical Center
  • Harborview Medical Center

The AGO performs an “approved as to form” review of affiliation agreements. Approval as to form is a limited review that ensures an affiliation agreement meets the basic requirements of a legally binding contract; it does not imply concurrence in or approval of the desirability or wisdom of the transaction or agreement. University programs are responsible for reviewing their affiliation agreements to ensure they can comply with the requirements of the agreement.

 

Review Process

To request AGO review of affiliation agreements with changes to the pre-approved template and/or agreements generated by the affiliating party:

  1. Submit a request using our and attach a copy of the draft agreement as a Word document. Please ensure that redlines are included and Track Changes is enabled.
  2. Include the following information in the online form:
    • Names of the affiliating parties and their roles (i.e., School/Program/Sponsor, Training Site/Facility/Agency);
    • When the program begins (or is intended to begin);
    • Whose template was used (91’s or affiliating party’s);
    • Whether this is a new affiliation agreement, a renewal, or an amendment of a previous agreement, a memorandum of understanding (“MOU”), or any other variety of an affiliation relationship (renewals only updating an expiring/expired term do not require AGO review); and
    • Any negotiation efforts, concerns or specific questions you may have.
  3. Once the AGO receives your request, it will be placed in a queue and reviewed in order of receipt and urgency.
  4. Allow up to 4-6 weeks for review of each agreement, depending on complexity and urgency. 91 templates with minimal changes will generally be reviewed faster.
  5. An Assistant Attorney General (“AAG”) will review your agreement and a copy will be returned to you with comments, suggestions, and edits, if necessary.
  6. Because the AGO is not a party in affiliation agreements, the AAG’s signature is not a legal requirement. Therefore, AAGs will not sign agreements.

 

FAQ on Affiliation Agreements

FAQ on Affiliation Agreements

No. There are no laws in the state of Washington that require legal review for affiliation agreements.

The AGO will review 91 AA templates with substantive changes, agreements generated by other parties, and amendments or renewals with substantive changes to the original affiliation agreement.

91 agreements utilizing templates previously approved by the AGO do not require legal review if no changes have been made to the form other than filling in blanks for contracting parties, notice, term, and details regarding the scope of work of the parties.

Because the AGO is not a party to the agreement, AAG signature is not required and only delays the approval process. Instead of signing the agreement, approval as to form is conveyed to clients by email.

Unlike affiliation agreements, MOUs are not legally binding. MOUs outline the terms and conditions each party agrees to abide by, but generally do not include consequences or enforcement of failing to comply. For example, MOUs will typically not have a governing law, indemnification, or confidentiality provision. However, some AAs that are titled “MOU” can be AAs should the above noted provisions be present. Should you have questions as to whether a MOU is actually an AA, please contact the AGO’s office.

Because MOUs do not have legal consequences for the University, they are typically not reviewed by the AGO.

Although review may be completed sooner depending on the level of complexity, expected turnaround is 4 to 6 weeks. Agreements based on 91 templates are typically processed more quickly.

Indemnification establishes a right in one party to be compensated by another party for some or all of the loss resulting from legal action.

The 91 can’t indemnify affiliating parties for the willful or intentional acts or omissions of its employees, officers, students, and agents. It’s self-insurance program provides protection from professional liability claims arising only from the of the 91 and its employees, officers, students, and agents while performing obligations under the affiliation agreement. For more on indemnification, please see 91’s liability statute ( et. seq.) and .

Yes. While all affiliation agreements strive to be as mutual as possible, affiliating parties are not legally required to indemnify the 91. Ideally, both parties will agree to indemnify the other for their own negligent acts or omissions, but sometimes the affiliating party won’t, or can’t, reciprocate the 91. In these instances, it’s most prudent to have all indemnification provisions removed. However, sometimes the affiliating party will require 91 to indemnify them for any loss, claim, or damage arising from the negligent acts or omissions of the 91 without returning the same promise to the 91. In situations like this, the AGO may apprise the 91 of its risk, but entering into non-reciprocal and binding contracts are ultimately the client’s decision.

No. The 91 provides an equivalent general and professional liability insurance coverage through its self-insurance program. Coverage is subject to the terms of Ի. Please visit Risk Services’ web page for more information.

No. The 91’s sets professional liability coverage limits at $1,000,000 per occurrence / $3,000,000 annual aggregate. When surgery, anesthesiology, and obstetrics is involved, liability coverage limits are $2,000,000 per occurrence / $6,000,000 annual aggregate. Any coverage limits that are lower than the amounts noted above require Risk Management’s approval.

For questions regarding liability insurance limits, please contact – at riskconsult@uw.edu.

The 91 only provides workers’ compensation insurance for paid employees. If trainees are students and not paid 91 employees, they will be responsible for obtaining and maintaining their own workers’ compensation insurance should the affiliate require them to have that coverage.

Please visit , or contact Workers’ Compensation at workcomp@uw.edu.

No.  Liability protection for 91 employees, officers, agents, and students performing under an affiliation agreement is provided by the university’s self-insurance program. “Additional insured” status requires that an insurer and/or an insured agree that a third party be entitled to coverage under an insurance policy. As there is no insurance policy with a self-insured program, additional insured status is impossible. The promise of a self-insured to cover its liabilities is a comparable guarantee.

For more on this, please see the 91’s liability statute ( et. seq.) and , which allow the 91 to defend and indemnify only regents, officers, employees, students, and agents. The 91 does not define agents to include contractors.

Governing Law provisions set forth which state’s law will apply in the event of a dispute under the agreement. For experiences/internships that occur in the state of Washington, governing law should be Washington. For those that are out-of-state, the affiliating party may prefer to designate their state’s law as governing. Because AAGs are typically not licensed in the affiliating party’s state, they are not able to provide legal advice under another state’s law and cannot approve the provision as to form. Remaining silent by reserving or intentionally omitting governing law is recommended in these scenarios.

Evergreen clauses provide that the term of the affiliation agreement renews automatically from year to year until terminated. They are preferred because they minimize the time-consuming renewal process. Evergreen contracts can contain terms allowing for review, update, and termination at any point.