Consultancy Agreement with Non-Healthcare Organisation SPECIAL TERMS This Agreement Is Made by and Between Sanofi A/S, a Compan
Total Page:16
File Type:pdf, Size:1020Kb
Consultancy Agreement With non-HealthCare Organisation SPECIAL TERMS This Agreement is made by and between Sanofi A/S, a company duly registered under the laws of Denmark under the business identity number 19064301, having its principal place of business at Lyngbyvej 2, DK- 2100, Copenhagen, Denmark (hereinafter referred to as “SANOFI”), and Sjældne Diagnoser, Blekinge Boulevard 2, DK-2630 Taastrup CONSULTANT CVR. 20514892, represented by Director Lene Jensen (hereinafter referred to as the “CONSULTANT”) SANOFI and CONSULTANT shall individually be referred to as a “Party” or collectively as the “Parties” 1. GENERAL INFORMATION Please complete the table with your contact details in order for SANOFI to be able to contact you in relation to the specified Services. SANOFI will not use your contact details in any other purpose than for the Services as specified in this Agreement. E-mail Mobile Number ICE (Contact Details in Case of Emergency) Optional [email protected] +45 33 14 00 10 1. DESCRIPTION OF THE SERVICE Participation in Round Table Forum for pharmaceutical companies with a focus on rare diseases – the amount paid by each company is DKK 12.500 per year. Rare Diseases Denmark provides secretarial assistance, initiates and hosts the meetings. Members of the Round Table Forum will be called with the name and logo on Rare Diseases Denmark´s website and in the Annual Report of Rare Diseases Denmark. The purpose of the Round Table Forum is to raise awareness of rare diseases and to strengthen the voice of patients and relatives afflicted by rare diseases. This is done through cooperation on problem areas of common interest. Core principles: •The Round Table Forum is a joint forum forcompanies and Rare Diseases Denmark. •The work is based on openness, transparency andmutual respect. •The centre focus is on common agendas, notcompany-specific agendas. Page 1 of 7 Meeting date: June 12th 2020 Venue: Kalvebod Brygge 31-33 og virtuelt Subject: Round Table Forum 2020 Deliverable: Diagnosticering af sjældne sygdomme med fokus på de voksne Length of Service (including preparation and travel time) Gradually over the year Contact Person within SANOFI: [email protected] 2. DATES OF THE SERVICE Notwithstanding its signature date, the Agreement shall be effective from the “Effective Date” to the “End Date” mentioned below: Effective Date: Date of last given signature End Date: The 30th of September 2021 Any amendment to the Agreement shall be made in writing and signed by both Parties. 3. FEES In consideration of the Services to be provided under this Agreement, SANOFI shall pay a fee of TWELVE THOUSAND FIVE HUNDRED (12.500) DKK for the Services performed (collectively the "Fees"). The number of hours is specified below. Travel compensation is additional. Travel compensation is additional. SANOFI agrees to reimburse the travel, hotel, restaurants and registration expenses reasonably incurred for the performance of the Services under the limits set by the laws and the Appendix Hospitality Rules. Services/Deliverables Hours of Total Services compensation, DKK Length of service N/A 12,500 DKK TOTAL 12,500 DKK 4. PAYMENT TERMS All sums due under the Agreement shall be paid by SANOFI to the CONSULTANT by wire transfer in a bank account located in the country where the CONSULTANT is duly registered. The CONSULTANT will ensure that all invoices sent to Sanofi are correctly detailed, by specifying in particular the amount and associated Service. Payments of undisputed invoices shall be made within thirty (30) days following the date of issue of the invoice. Invoices shall mention the following: the name and address of each Party, the Effective Date of the Agreement, the price net of any taxes, the references of the banking account to which the payments must be made. Invoice should be sent as pdf to: [email protected]. If not possible send to: Sanofi A/S, Lyngbyvej 2, 2100 Copenhagen, Denmark. Invoice(s) shall be sent no longer than three (3) months after the end of the Service. Page 2 of 7 5. SIGNATURE This Agreement has been drawn up in two (2) copies, of which the parties mentioned below shall retain one copy each. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed on their behalf, as of the Effective date. In the event that the Parties execute this Agreement by exchange of electronically signed copies or facsimile signed copies, the Parties agree that, upon being signed by all Parties, this Agreement will become effective and binding and that facsimile copies and/or electronic signatures will constitute evidence of a binding agreement with the expectation that original documents may later be exchanged in good faith. SANOFI CONSULTANT Name: Rasmus Villemoes Name: Lene Jensen Date: Jun 8, 2020 Date: Jun 8, 2020 Rasmus Villemoes Rasmus____________________________ Villemoes (Jun 8, 2020 12:48 GMT+2) _________________________ Signature Signature Page 3 of 7 GENERAL TERMS This “Agreement” made of the General Terms, the Special Terms and the Appendices, is between SANOFI and CONSULTANT (as defined in the Special Terms). Subject to these terms SANOFI will retain CONSULTANT as an independent contractor for the period commencing and ending in accordance the dates mentioned in the Special Terms. 1. General Obligations. CONSULTANT shall allocate all necessary staff, time and material for the achievement of the Service within the timelines as agreed with SANOFI. The Service shall be provided in accordance with applicable laws and regulations as well as any national codes of practice which may apply to the performance of the Service. In consideration of the performance of the Service SANOFI shall pay the fee detailed in the Special Terms. 2. Tax and insurance. CONSULTANT agrees to bear all taxes and social benefit contribution which could be payable on the fees CONSULTANT receives under this Agreement. CONSULTANT also agrees to ensure it has all relevant insurance necessary in order to perform the Service. 3. Ownership. “Affiliate(s)" shall mean Sanofi (registered in PARIS, France under the n°395 030 844, hereinafter "SANOFI SA") and any legal entity which is controlled by SANOFI SA or under common control with SANOFI SA or controlling SANOFI SA. “Control” means the direct or indirect ownership of at least fifty percent (50%) of the share capital or the voting rights of such entity or of the power to designate the majority of the members of its principal management body. “SANOFI’s IP”: All the information, documentation, data, trade secrets, patent, copyrights, know-how, (i) which are owned by SANOFI or its Affiliates, or (ii) which are licensed to SANOFI. “CONSULTANT’s IP”: All of the CONSULTANT’s pre-existing intellectual property rights prior to entry into this Agreement. “Deliverables”: results of the Service including any and all presentation, reports, inventions, data and other materials and works, including any intellectual property rights related thereto that are not SANOFI's IP or CONSULTANT's IP, created by the CONSULTANT in connection with the Service. CONSULTANT shall remain the owner of CONSULTANT’s IP. SANOFI and its Affiliates shall remain the owner of SANOFI’s IP. SANOFI grants the CONSULTANT a non-exclusive, limited, non-transferable right to use SANOFI’s IP solely for the purpose and duration of the Service. SANOFI shall become the owner of the Deliverables and the CONSULTANT shall not use them outside the scope of the Service. The remuneration paid to CONSULTANT under this Agreement constitutes the full payment for any intellectual property right included in the Deliverables. The transfer of ownership includes the rights for SANOFI and its Affiliates to reproduce and to make reproduction, to represent and to make representation, to adapt and to make adaptation, to modify and make modification, and to make all use of all or parts of the Deliverables, as well as to translate and to make translation of the Deliverables. The rights transferred shall last for the duration of the intellectual property rights attached to the Deliverables. If the Deliverables include CONSULTANT’s IP, CONSULTANT hereby grants to SANOFI and its Affiliates an irrevocable, non-exclusive, world-wide, perpetual, royalty-free license to use such of CONSULTANT’s IP in order to allow SANOFI and its Affiliates to further use develop and exploit the Deliverables. 4. Indemnity. The CONSULTANT hereby represents and warrants to SANOFI that CONSULTANT’s performance of the Service will not violate any proprietary rights of any third party. The CONSULTANT hereby separately agrees to indemnify and hold SANOFI harmless from any loss, claim, damage, costs or expense of any kind, both direct and indirect, and including reasonable attorneys’ fees. 5. Confidentiality. SANOFI’s IP and all strategic and organisational information to which the CONSULTANT will have access during the course of the Service (the “Confidential Information”) shall be considered and treated by the CONSULTANT as confidential. The CONSULTANT agrees, for the duration of the Agreement and ten (10) years thereafter (i) not to disclose it to any third party, and (ii) to use it exclusively for the purposes of the Service. All Confidential Information shall be destroyed after this period of time. However, this clause will not apply to information: i) which is known to the CONSULTANT as evidenced by CONSULTANT’s written records before receipt thereof from SANOFI, or its Affiliates; or Page 4 of 7 ii) which is disclosed in good faith to the CONSULTANT after acceptance of the Agreement by a third person lawfully in possession of such information and not under an obligation of nondisclosure; or iii) which is or becomes part of the public knowledge or is publicly disclosed through no fault of the CONSULTANT; or iv) which the CONSULTANT is required to disclose as a result of laws, rules or other legal process, provided that the CONSULTANT will promptly notify SANOFI thereof.