innovations during the drug
discovery phase.
We take a personalized and integrated approach to help our clients position their pipelines and companies for success offering a full range of development and commercialization services.
We are Halloran, a life science consulting firm, partnering to enrich your product development and business growth. We propel your organization further; positively impacting the health and wellbeing of patients around the world.
These terms and conditions govern the Statement of Work (“SOW”) agreed upon by and between Halloran Consulting Group, Inc. (“Halloran”) and the client entity identified in the SOW (“Client”).
For good and valuable consideration, the receipt and sufficiency of which is acknowledged by both parties, and intending to be legally bound, the parties agree as follows:
Compensation. As full consideration for Services, Client will pay Halloran the amounts set forth in the SOW. In addition, Client will pay/reimburse Halloran for travel time, expenses, and any additional costs, to the extent agreed upon in the SOW or otherwise approved by Client in writing (email being sufficient).
Unless an alternative invoicing schedule is agreed upon in the SOW, invoices will be rendered on a monthly basis. All invoices will be sent by email to the accounts payable contact identified by Client in the SOW or otherwise provided by Client to Halloran from time to time. Client must indicate upon signature of the SOW if a purchase order number is required for invoicing purposes or if it has any invoice format requirements. Purchase orders are for administrative purposes only; additional or different terms in any purchase order are void and are hereby rejected.
Unless alternative payment terms are agreed upon in the SOW, fees and expenses will be due and payable within thirty (30) days from the invoice date. All payments must be made in U.S. currency. Any amount not paid by Client when due will bear, at Halloran’s discretion, interest at a rate of 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is less, from the date such payment was due until the date paid. If any amount is not paid when due hereunder, without prejudice to any other rights or remedies Halloran may have, Halloran will be entitled to (a) suspend the provision of Services until it has received payment in full for all outstanding amounts and (b) recover from Client the costs and expenses incurred in connection with collecting the same (including, without limitation, costs of investigation and reasonable attorneys' fees). Notwithstanding anything to the contrary in this Agreement, all rights granted to Client under this Agreement with respect to Services provided under the SOW are conditioned upon Client’s payment in full of all amounts due under the SOW.
4.1. Either party may terminate the SOW in effect with or without cause upon at least thirty (30) days prior written notice to the other party.
4.2. Sections 1, 4.2, and 5 through 12 will survive any termination of the Agreement. In the event of termination of the SOW, Client will pay Halloran for all work performed and, if applicable, non-refundable expenses incurred, by Halloran up to the effective date of termination. If a fixed fee SOW is terminated prior to Halloran’s completion of one or more deliverables, Client will pay Halloran on a pro rata basis for the actual work performed toward those incomplete deliverables up to the effective date of termination (in addition to paying for completed deliverables).
Data Privacy. If any Services require the processing of any information that could be used to identify or could otherwise be associated with an individual or that otherwise constitutes “personal data” (or a similar defined term) under applicable law or regulation (“Personal Information”), the Parties shall execute a mutually agreed upon data protection agreement that complies with applicable data protection laws prior to any such disclosure of Personal Information.
9.1. For the purposes of this Agreement, "Confidential Information" means and all non-public information, documents and materials (whether in writing, or in oral, graphic, electronic, or any other form) disclosed by each party of a confidential nature. Confidential Information includes, without limitation, information related to disclosing party’s products, services, technology, methodologies, specifications, manufacturing or operating methods, know-how, business or marketing plans, business relationships, finances, pricing, the terms of any proposed business relationship between the parties, and any other information which, given the totality of the circumstances, a reasonable recipient should have reason to believe is proprietary, confidential, or competitively sensitive. Disclosing party’s Confidential Information may also include information of third parties to whom disclosing party owes a duty of confidentiality; however, disclosing party covenants that it will not disclose to receiving party any confidential information or trade secrets belonging to any third party if such disclosure violates or is in breach of any agreement with or duty or obligation to such third party.
9.2. During the term of this Agreement and for a period of seven (7) years thereafter (and in the case of trade secrets, until such time as the disclosing party no longer treats such information as a trade secret), the receiving party agrees to (a) hold the disclosing party’s Confidential Information in strict confidence and not disclose the disclosing party’s Confidential Information except as expressly set forth in this Section 9, (b) not use the disclosing party’s Confidential Information except for the purposes contemplated by this Agreement and the SOW, (c) use at least the same degree of care to safeguard the disclosing party’s Confidential Information that it uses to protect its own confidential and proprietary information, and in any event not less than a reasonable degree of care under the circumstances, and (d) make copies of the disclosing party’s Confidential Information only to the extent reasonably necessary to carry out the authorized purpose, all of which will include any existing markings indicating that they are the disclosing party’s Confidential Information, or will have markings supplied by the disclosing party.
9.3. The receiving party may disclose the disclosing party’s Confidential Information to those of its employees, agents, independent contractors, professional advisors, or other representatives to the extent necessary to fulfill the receiving party’s obligations under this Agreement; provided, however, that such individuals shall be bound by written agreements, or in the case of professional advisors, ethical duties, at least as protective as the confidentiality obligations set forth herein (collectively, “Representatives”). In addition, the receiving party may disclose the disclosing party’s Confidential Information to the extent necessary to comply with applicable laws or regulations, or in response to a valid order of a court or other governmental body having jurisdiction over the party, but only to the extent and for the purposes of such required disclosure and provided that (a) to the extent legally permitted, the receiving party promptly notifies the disclosing party in order to provide the disclosing party the opportunity to seek a protective
order, and (b) the receiving party takes all reasonable actions to obtain confidential treatment for such information and, if possible, to minimize the extent of such disclosure.
9.4. Upon the disclosing party’s written request, the receiving party will promptly return to the disclosing party or, at the disclosing party’s request, destroy (and certify the destruction of) all Confidential Information of the disclosing party (including all copies or extracts hereof) provided to the receiving party under this Agreement. Notwithstanding the foregoing, (i) Halloran may retain secure copies of its Work Product containing Client’s Confidential Information as record of its obligations under this Agreement; and (ii) Confidential Information stored in computer system back-ups do not need to be returned or destroyed, provided that such copies will remain confidential and not be accessed for any purpose other than for disaster recovery, deletion, or destruction.
9.5. The obligations under this Section 9 will not apply to any information that (a) is at the time of disclosure, or later becomes, known or available to the general public through no wrongful act or omission of the receiving party or its Representatives; (b) was rightfully known to the receiving party or is in the receiving party's possession without restriction on disclosure before disclosure by the disclosing party; (c) as shown by written evidence, was independently developed by the receiving party without use of the Confidential Information of the disclosing party; or (d) is rightfully obtained by the receiving party from a third party without violating the rights of the disclosing party.
Neither Halloran nor any its personnel performing Services under this Agreement have been debarred, and to the best of Halloran’s knowledge, are not under consideration to be debarred, by The U.S. Food and Drug Administration from working in or providing services to any pharmaceutical or biotechnology company under the United States Food, Drug, and Cosmetic Act, 21 U.S.C. §335(a), as amended. Halloran will immediately notify Client if it has knowledge of any such action being taken or threatened to be taken against it or any of its personnel.
[End of Terms and Conditions]