Formulary Insights' Market Research Agreement
This Market Research Agreement (“Agreement”) between Formulary Insights LLC ("Formulary Insights") and the individual named above ("Panelist”), together referred to as the “Parties”, shall become effective on the date noted above ("Effective Date"). Panelist agrees to participate and provide services ("Services") at will to Formulary Insights on behalf of clients with investment interests in biopharmaceutical products.
WHEREAS, Formulary Insights wishes to retain Panelist, having certain expertise or experience valuable to Formulary Insights, and Panelist is willing to provide such Services to Formulary Insights, in each case on the terms and conditions set forth in this Agreement.
Panelist agrees to comply with all Federal and State laws, rules and regulations, and industry codes of conduct that apply to the performance of the Services, including all applicable health care laws, rules, and regulations (including the federal anti-kickback statute and its related safe harbor regulations) and the Foreign Corrupt Practices Act (FCPA).
Participant represents and warrants that they are not debarred under Section 306(a) or 306(b) of the Federal Food, Drug, and Cosmetic Act (codified at 21 U.S.C. §§ 335a(a) and 335a(b) or under a similar foreign law and that there is no conviction on the record which they could be debarred for as described in Section 306(a) or 306(b) of the Federal Food, Drug, and Cosmetic Act or a similar foreign law.
Agreement
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
During the term of this Agreement, Panelist will, from time to time, as requested by Formulary Insights and agreed to by Panelist, provide Services to Formulary Insights. Such Services may include advice and assistance to Formulary Insights in the area of Panelist’s expertise as described on a temporary webpage (“Project Invitation”). Each Project Invitation shall contain material terms for Services, such as a description of services, fees, and deliverables.
Once accepted by the Panelist, a Project Invitation becomes part of this Agreement, and the terms may only be modified by a mutual written agreement. In the event of any conflict between this Agreement and any Project Invitation, the Agreement shall control, except to the extent the Project Invitation expressly specifies that a particular provision in the Project Invitation shall take precedence over this Agreement.
As compensation for providing Services, Panelist will be provided a honoraria payment by Formulary Insights in an amount specified as part of the Project Invitation. Acceptance of a Project Invitation indicates that both parties agree the stated compensation represents the fair market value for services to be rendered by Panelist.
Panelist represents that Panelist:
(a) has not been convicted of or pled nolo contendere to any felony, or to any Federal or State legal violation relating to prescription drug products;
(b) is not and has not been excluded from participation in any Federal or State health care program, debarred by the United States Food and Drug Administration (or any foreign regulatory agency), or otherwise debarred from Federal contracting, and is not subject to a pending debarment or conviction; and
(c) will perform the Services in accordance with all applicable laws and regulations;
(d) Panelist shall maintain in good standing all licenses and certifications necessary to practice his or her profession;
(e) works for or is paid by a health care provider and is responsible, in whole or in part, for researching drugs or drug classes on behalf of said health care provider;
(f) is not currently the subject of any formal or informal investigative or disciplinary proceeding by the department or agency having jurisdiction over the professional activities of Panelist in any state where Panelist is licensed.
(g) has never been convicted of a criminal offense related to health care or disbarred, suspended, or excluded from a Federal health care program (as defined in 42 U.S.C. § 1320a-7b(f)) and/or has never had civil monetary penalties levied against Panelist by a Federal health care program. Panelist shall notify Formulary Insights within five (5) days after the occurrence of any of the foregoing events.
During the course of rendering Services, Panelist may gain access to Confidential Information of Formulary Insights and/or its clients. As used herein, "Confidential Information" will mean, with respect to each party, any and all technical, scientific, business, and financial information, including third-party information relating to Formulary Insights and client or any of their affiliates that is furnished or disclosed, in whatever form or medium (regardless of whether tangible, intangible, visual or oral), to Participant, before or after the Effective Date.
Participant agrees:
(a) to use the Confidential Information solely for the purpose of providing Services and for no other reason;
(b) not to disclose any of the Confidential Information to anyone.
The Confidentiality provisions of this Agreement shall survive for ten (10) years after the Effective Date.
Assignment
Panelist hereby transfers and assigns to Formulary Insights and/or its designee all ownership, right, title, and interest in the deliverables of Services provided such that Formulary Insights shall be entitled to exercise all the rights of a sole, exclusive holder of said materials ("Work Product”). “Work Product” shall also include, but will not be limited to, interview responses, results, reports, developments, improvements, ideas, research, documents, or idea expressions which are created or generated in connection with the performance of the Services, and which Formulary Insights may solely or jointly with others conceive or develop or reduce to practice. Without limiting the foregoing, all original works in connection with the Services which are provided by Panelist (solely or jointly with others) within the scope of Services will be considered work made for hire.
The Services are intended to be double blinded in that Participant will not know the identity of the client and the client will not know the identity of the Panelist. However, Formulary Insights may be required to unblind Services if Panelist discloses to Formulary Insights a specific reportable adverse experience about the subject material of the Services. Generally speaking, a specific reportable adverse experience is a specific adverse event that is associated with (1) a specific product, and (2) a specific patient.
This Agreement expires two years from the Effective Date. Either Panelist or Formulary Insights may terminate this Agreement at any time without cause upon not less than ten (10) days prior written notice to the other party. Sections “Representation”, “Confidentiality”, and “Assignment” will survive expiration or termination of this Agreement. Promptly upon expiration or termination of this Agreement, Panelist will return to Formulary Insights all Confidential Information, including any photocopies or replications.
This Agreement will be governed by and construed in accordance with the laws of the State of Indiana, without reference to conflict of laws principles. Any dispute under this Agreement may be brought in the State courts and the Federal courts located in Indiana, and the parties hereby consent to the personal jurisdiction and venue of these courts.
If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole, and such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.
Panelist agrees:
(a) that Formulary Insights may, in its sole discretion, disclose specific information about the Consulting Services and compensation under this Agreement as required under applicable laws and regulations, but which maintains the anonymity of Panelist;
(b) Panelist is an independent contractor for Federal, State, and Local income tax purposes and for all other purposes and as a result, Panelist is solely responsible for the payment of Federal, State and other taxes required of an independent contractor;
(c) nothing in this Agreement will be interpreted as a grant of any rights to any Formulary Insights or client intellectual property.
This is the entire agreement which may be updated from time to time by Formulary Insights, with or without notice.
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