This Independent Contractor Agreement ("Agreement") is made by the Sponsor, an entity who has registered with monitorforhire.com (the "Web Site") through Sponsor Registration, and its successors, and its subsidiaries worldwide (collectively, "Sponsor") and the Monitor, an independent provider of clinical research services who has registered with the Web Site through Monitor Registration (hereinafter referred to as "Contractor"), effective as of the date of adoption, for the purpose of setting forth the exclusive terms and conditions by which the Sponsor will acquire Contractor's services on a temporary basis through monitorforhire.com, a service of Pharma eMarket, LLC ("Pharma"). This Agreement has been last updated the 2nd day of April, 2010.
In consideration of the mutual obligations specified in this Agreement, and any compensation paid to Contractor for its services, the parties agree to the following:
Contractor will provide services to Sponsor, as detailed in one or more Statements of Work (each, a "Statement of Work" or "SOW"), each of which Statements of Work shall describe the work to be performed by Contractor, expenses to be paid in connection with such work, the specific Sponsor facility(ies) and work area(s) which shall be made accessible to Contractor, and such other terms and conditions as shall be deemed appropriate or necessary for the performance of the work. The executed Statement of Work shall be attached hereto as Exhibit "A" (for multiple Statement of Works, the first SOW shall be attached as "Exhibit A-1, the second SOW shall be consecutively attached as "Exhibit A-2", etc.). The terms of this Agreement shall be made a part of and incorporated by reference into each future SOW, if any, and each SOW shall be incorporated into and made a part of this Agreement.
For services rendered by Contractor in accordance with and during the term of this Agreement, Sponsor agrees to pay Contractor through Pharma at the rate listed in Appendix 1 to the applicable Statement of Work. Each such Appendix 1 shall be applicable only as between Sponsor and Pharma. The rate information in each Appendix 1 is confidential between Sponsor and Pharma and neither Sponsor nor Pharma shall provide to Contractor a copy of Appendix 1. Contractor agrees to accept payment from Sponsor through Pharma as Sponsor"s agent at the rate listed in Appendix 2 to the applicable Statement of Work. Each such Appendix 2 shall be applicable only as between Contractor and Pharma. The rate information in each Appendix 2 is confidential between Pharma and Contractor and neither Pharma nor Contractor shall provide to Sponsor a copy of Appendix 2.
The Sponsor is not obligated to issue any additional orders for work by Contractor under this Agreement. Contractor should not commence services under this Agreement until this Agreement is adopted by both Contractor and the Sponsor.
This Section ("NONDISCLOSURE AND TRADE SECRETS") shall survive the termination of this Agreement for any reason, including expiration of term.
Contractor agrees that any and all ideas, improvements and inventions conceived, created or first reduced to practice in the performance of work under this Agreement, shall be the sole and exclusive property of the Sponsor.
Contractor further agrees that the Sponsor is and shall be vested with all rights, title and interests including patent, copyright, trade secret, and trademark rights in Contractor's work product under this Agreement.
Contractor shall execute all papers, including patent applications, invention assignments, and copyright assignments, and otherwise shall assist the Sponsor at the Sponsor's expense and as reasonably shall be required to perfect in the Sponsor the rights, title, and other interests in Contractor's work product expressly granted to the Sponsor under this agreement.
This Section ("OWNERSHIP OF WORK PRODUCT") shall survive the termination of this Agreement for any reason including expiration of term.
Either the Sponsor or Contractor may terminate this Agreement in the event of a material breach of the Agreement which is not cured within thirty (30) days of written notice to the other of such breach with a copy to Pharma. Material breaches include but are not limited to the filing of bankruptcy papers or other similar arrangements due to insolvency, the assignment of Contractor's obligations to perform to third parties, or Contractor's acceptance of employment or consulting arrangements with third parties which are or may be detrimental to the Sponsor's business interests.
Either the Sponsor or Contractor may terminate this Agreement for its sole convenience by giving a 30-day advance notice in writing to the other party, with a copy to Pharma. In such event Contractor shall cease work immediately after receiving, or providing notice, unless otherwise advised by the Sponsor, Contractor shall submit time spent and costs incurred up to the termination date. Final payment shall be withheld until Sponsor confirms that all outstanding work has been delivered.
Contractor warrants that all material supplied and work performed under this Agreement complies with or will comply with all applicable United States and foreign laws and regulations.
Contractor is an independent contractor and shall not be deemed an employee of Sponsor and/or Pharma for any purposes, including any employee benefit programs, income tax withholding, FICA taxes, unemployment benefits or otherwise. As an independent contractor, Contractor is not an agent of Sponsor and/or Pharma and Contractor shall not enter into any agreement or incur any obligations on Sponsor's and/or Pharma"s behalf, or commit Sponsor and/or Pharma in any manner without Sponsor's and/or Pharma"s prior written consent. Furthermore, Contractor agrees to make any payments or withholding required under federal income tax, social security, state unemployment and any related statutes or regulations.
This Agreementmay not be changed unless mutually agreed upon in writing by the parties.
In the event any provision of this Agreement is found to be legally unenforceable, such unenforceability shall not prevent enforcement of any other provisionof the Agreement.
This Agreement shall be governed by the laws of the state in which the Sponsor has its principal place of business applicable to agreements made and fully to be performed therein.
Independent Contractor shall perform the following tasks:
|These tasks shall be completed by [date].|
|Independent Contractor will spend no less than [number] hours and no more than [number] hours per week working on this assignment unless mutually agreed to by both parties.|
Expenses/materials for which the Contractor will be reimbursed:
Expenses/materials for which the Contractor will not be reimbursed:
The Sponsor facility(ies) and work area(s) which the Contractor may have access to: