Independent Contractor Agreement

This Independent Contractor Agreement ("Agreement") is made by the Sponsor, an entity who has registered with (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, 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.


  1. Secure Areas:
    The specific technologies which shall be disclosed or otherwise made available to Contractor, and the specific Sponsor facility(ies) and work area(s) which shall be accessible to Contractor are identified in Exhibit A hereto. Contractor is hereby expressly prohibited from entering area(s) other than the designated area(s) without a Sponsor escort. Any failure to adhere to this prohibition shall constitute a material breach of this Agreement.
  2. Sponsor Information:
    During the term of this Agreement and in the course of Contractor's performance hereunder, Contractor may receive and otherwise be exposed to confidential and proprietary information relating to the Sponsor's business practices, strategies and technologies. Such proprietary and confidential information may include but is not limited to: confidential and proprietary information supplied to Contractor with the legend "Sponsor Confidential and Proprietary" or equivalent; the Sponsor's marketing and customer support strategies; the Sponsor's financial information, including sales, costs, profits and pricing methods; the Sponsor's internal organization, employee lists, customer lists, and vendor lists; the Sponsor's technology, including discoveries, inventions, research and development efforts, manufacturing processes, hardware/software design and maintenance tools, product know-how and show-how; and all derivatives, improvements and enhancements to any of the above which are created or developed by Contractor under this Agreement and information of third parties as to which the Sponsor has an obligation of confidentiality (collectively referred to as "Confidential Information").
  3. Use of Confidential Information and Return of Sponsor Documents:
    Contractor acknowledges the confidential and secret character of the Confidential Information and agrees that the Confidential Information is the sole, exclusive, and extremely valuable property of the Sponsor. Accordingly, Contractor agrees not to reproduce any of the Confidential Information without the Sponsor's prior written consent, not to use the Confidential Information except in the performance of this Agreement, and not to divulge all or any part of the Confidential Information in any form to any third party, either during or after the term of this Agreement. Upon termination of this Agreement for any reason including expiration of term, Contractor agrees to cease using and to return to the Sponsor all whole and partial copies and derivatives of the Confidential Information, whether in Contractor's possession or under Contractor's direct or indirect control.
  4. Labeling of Confidential Information:
    The Sponsor shall exercise reasonable care either to prominently and legibly mark all corporeal forms of Confidential Information supplied to Contractor with the legend "Sponsor Confidential and Proprietary" or equivalent, or to provide Contractor with written notice of the confidential nature of such information.
  5. Third Party Information:
    Contractor shall not disclose or otherwise make available to the Sponsor in any manner any confidential information received by Contractor from third parties.
  6. Exporting Data:
    Notwithstanding any of the other provisions of this Agreement, Contractor agrees not to export, directly or indirectly, any U.S. source technical data acquired from the Sponsor or any products utilizing such data to any countries outside the United States which export may be in violation of the United States Export Laws or Regulations. Nothing in this section releases Contractor from any obligation stated elsewhere in this Agreement not to disclose such data.

This Section ("NONDISCLOSURE AND TRADE SECRETS") shall survive the termination of this Agreement for any reason, including expiration of term.


Inventions Assignment:
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.


  1. Injuries and Damages :
    Contractor agrees to take all necessary precautions to prevent injury to any persons (including employees of the Sponsor) or damage to property (including the Sponsor's property) during the term of this Agreement and shall indemnify and hold the Sponsor and all its officers, agents, directors, and employees harmless against all claims, losses, expenses (including reasonable attorneys' and expert witnesses' fees and costs) and injuries to person or property (including death) resulting in any way from any act, omission, or negligence on the part of Contractor in the performance or failure to perform the scope of work under this Agreement, excepting only those losses which are due solely and directly to the Sponsor's gross negligence.
  2. Inventions Assignment and Title:
    Contractor warrants that it has good and marketable title to all inventions, Confidential Information, material, or work product made, created, conceived, written, invented or provided by Contractor pursuant to the provisions of this Agreement ("Product"). Contractor further warrants that the Product shall be free and clear of all liens, claims, encumbrances or demands of third parties, including any claims by any such third parties of any right, title or interest in or to the Product arising out of any trade secret, copyright, or patent. Contractor shall indemnify, defend and hold harmless the Sponsor and its customers from any and all liability, loss, costs, damage, judgment or expense (including reasonable attorneys' and expert witnesses' fees and costs) resulting from or arising in any way out of any such claims by any third parties, and/or which are based upon, or are the result of any breach of the warranties contained in this Section ("INDEMNIFICATION/RELEASE"). In the event of a breach, Contractor shall, at no additional cost to the Sponsor, replace or modify the Product with a functionally equivalent and conforming Product, obtain for the Sponsor the right to continue using the Product and in all other respects use its best efforts to remedy the breach. Contractor shall have no liability under this Section ("INDEMNIFICATION/RELEASE") for any Product created in accordance with detailed and specific design instructions created by the Sponsor.
  3. Use of Sponsor Property:
    Should the Sponsor permit Contractor to use any of the Sponsor's equipment, tools or facilities during the term of this Agreement, such permission will be gratuitous and Contractor shall indemnify and hold harmless the Sponsor and its officers, directors, agents, and employees from and against any claim, loss, expense, or judgment of injury to person or property (including death) arising out of the use of any such equipment, tools or facilities, whether or not such a claim is based on its condition or on the alleged negligence of the Sponsor in permitting its use.


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: