Affiliation Agreements

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

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

UW 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 UW 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 UW 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 negligent acts or omissions of the UW and its employees, officers, students, and agents while performing obligations under the affiliation agreement. For more on indemnification, please see UW’s liability statute (RCW 28B20.250 et. seq.) and Standing Orders of the Board of Regents (Chapter 5).

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

No. The UW provides an equivalent general and professional liability insurance coverage through its self-insurance program. Coverage is subject to the terms of RCW 28B20.250 et seq. and Board of Regents Governance Chapter 5. Please visit Risk Services’ Liability Coverage Terms and Conditions web page for more information.

No. The UW’s self-insurance program 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 Compliance & Risk Services – Risk Consulting at riskconsult@uw.edu.

The UW only provides workers’ compensation insurance for paid employees. If trainees are students and not paid UW 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 Risk Services’ website for more information about workers’ compensation at UW, or contact Workers’ Compensation at workcomp@uw.edu.

No.  Liability protection for UW 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 UW’s liability statute (RCW 28B20.250 et. seq.) and Standing Orders of the Board of Regents (Chapter 5), which allow the UW to defend and indemnify only regents, officers, employees, students, and agents. The UW 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.