Expert Services Agreement
Signed on paper by the first Experts, who move to v2c before any live engagement.
This version has been superseded by version v2c. It is kept here permanently and unchanged, because it still governs every agreement and schedule entered into on it. A later version does not affect them.
Permanent address of this version: agreements.maisonmilentis.com/terms/expert-services/v1m
Standard Terms
Background
The Company is an independent intermediary between industry sponsors and expert clinicians and researchers. It contracts with each side as principal: a sponsor contracts with the Company, and the Expert contracts with the Company. The Expert never contracts with a sponsor and owes no contractual duty to one.
The Agreement admits the Expert as one of the Company's independent experts and sets the terms on which the Company may offer, and the Expert may accept, individual Assignments. These Standard Terms are the same for every expert the Company engages.
The obligations the Company owes its sponsors under its client engagement agreements are backed by the corresponding obligations the Expert owes the Company under the Agreement. The two sets of terms are drafted as a pair, and uniformity is what allows the Company to give each sponsor the same undertakings about every expert.
1 INTERPRETATION
Capitalised terms not defined in these Standard Terms have the meaning given on the Cover Page.
In the Agreement:
Assignment: a discrete engagement instructed under an Assignment Schedule.
Assignment Schedule: a schedule substantially in the form set out at Schedule 2, signed by both parties, recording the particulars of an Assignment.
Attestation: the written confirmation the Expert gives under clause 6.4.
Background Materials: the materials, methods, know-how and other intellectual property of the Expert that pre-date an Assignment or are developed outside it.
Confidential Information: has the meaning given in clause 11.1.
Deliverables: the outputs the Expert is to produce under an Assignment, as recorded in the Assignment Schedule.
Expert Entity: where the Cover Page names one, the entity through which the Expert contracts.
Expert Reference: the unique reference code stated on the Cover Page, which the Company uses to identify the Expert to a Sponsor.
FMV Rate: the fair market value hourly rate for the Expert's services, determined under clause 7.1 and stated in the Assignment Schedule.
Honorarium: the amount payable to the Expert for an Assignment, calculated at the FMV Rate and bounded by the hours cap stated in the Assignment Schedule.
MNPI: material non-public information relating to a company whose securities are publicly traded.
Rate Card: the Company's documented fair market value rate card, which sets a band of rates for each tier of credential and expertise.
Screening: the Company's checks on the Expert, including verification of identity, licence and credentials against primary registers, screening against exclusion, debarment and sanctions lists, and capture of the topics the Expert may not discuss.
Session: a call, meeting, panel or other live interaction forming part of an Assignment.
Sponsor: an industry client of the Company for whom an Assignment is or may be performed.
The Cover Page forms part of the Agreement and has effect as if set out in full in these Standard Terms. A reference to the Agreement includes the Cover Page, these Standard Terms and every Assignment Schedule. If there is a conflict, the Cover Page prevails as to the values it states but does not otherwise vary these Standard Terms.
An Assignment Schedule records the particulars of its Assignment only. These Standard Terms prevail over every Assignment Schedule, and a provision in an Assignment Schedule that purports to vary them is of no effect.
In the Agreement: headings do not affect interpretation; the singular includes the plural and the reverse; a reference to a clause is to a clause of these Standard Terms and a reference to a Schedule is to a schedule to them; a reference to a law or code is to it as amended or replaced; “including” does not limit the words before it; “writing” includes email; and “signed” includes signature or acceptance by electronic means as clause 18.10 provides.
Amounts in the Agreement are stated and payable in the Currency, save where the Agreement or an Assignment Schedule states another currency for a particular amount. Where a conversion is required, it is made at the euro foreign exchange reference rate published by the European Central Bank for the date the amount falls due or, for a claim, for the date the claim is first made in writing.
2 ADMISSION
The Agreement admits the Expert as one of the Company's independent experts. Admission is conditional on the satisfactory completion of Screening, and the Company will offer no Assignment before Screening has cleared. Where Screening does not clear, the Company may terminate the Agreement immediately by written notice and without liability, other than payment for any work already performed.
The Expert warrants that the information given to the Company for Screening is accurate and complete in all material respects, and shall notify the Company promptly on becoming aware of any change to it, including a change to the Expert's licence, professional registration, employer or institutional permissions, or the appearance of the Expert on an exclusion, debarment or sanctions list. The Expert consents to the Company repeating Screening at reasonable intervals and before each Assignment begins.
Signing the Agreement obliges neither party to offer, nor to accept, any Assignment. The Company promises no volume of work and the Expert promises no availability.
3 STATUS AND INDEPENDENCE
The Expert is an independent contractor. Nothing in the Agreement or any Assignment creates employment, agency or partnership between the Expert and the Company, or any contract or duty between the Expert and any Sponsor. The Expert contracts with the Company only, and the Company alone instructs and supervises each Assignment; no Sponsor may direct the Expert.
The following are terms of the Agreement and of every Assignment:
- the Expert has no fixed or minimum hours and sets their own working pattern within the timeline in the Assignment Schedule;
- the Expert owes the Company no exclusivity and remains free to practise, research, teach and take engagements from anyone else, subject only to clauses 5.3 and 11;
- the Expert may decline any proposed Assignment, without giving reasons and without affecting the Expert's standing with the Company or any other Assignment;
- the Company has no disciplinary or sanctioning power over the Expert, and the Company's only remedies are those the Agreement provides; and
- where an Assignment Schedule states that substitution is permitted, the Expert may perform the Assignment through a suitably qualified substitute who has completed Screening and is bound by terms equivalent to the Agreement.
The Expert shall perform each Assignment with reasonable skill and care and within the scope stated in the Assignment Schedule, and shall correct, at no additional charge and within the hours cap, any error of fact, omission or presentation in a Deliverable. Nothing in this clause requires the Expert to alter an opinion, finding or conclusion, and a request to do so has no effect.
Where the Cover Page names an Expert Entity: the Expert Entity contracts with the Company on these Standard Terms and is jointly and severally liable with the Expert for their performance; the Expert shall perform every Assignment personally, subject only to clause 3.2(e); the Expert Entity shall procure the Expert's compliance with the Agreement; every warranty and undertaking in the Agreement is given by the Expert personally and by the Expert Entity; the Expert Entity assigns, and shall procure the assignment of, the rights in clause 12; and each Honorarium is invoiced by and paid to the Expert Entity, and payment to the Expert Entity discharges the Company's obligation to pay the Expert.
Where the Cover Page names an Expert Entity, Screening applies to the Expert Entity as well as to the Expert, and an Honorarium paid to the Expert Entity is a transfer of value to the Expert for the purposes of clause 10 and of every transparency law and code that applies to it. Interposing the Expert Entity does not change what is reportable, who it is reportable about, or the fair market value basis on which the Honorarium is set.
4 CAPABILITY PROFILES AND RELEASE OF THE EXPERT'S NAME
The Company identifies the Expert to a Sponsor by the Expert Reference.
The Expert authorises the Company to prepare and share with a prospective Sponsor, in each case in a form from which the Expert cannot be identified:
- a capability card stating the Expert's tier, rate band, availability and capability against the Sponsor's stated need; and
- a fuller capability profile of the Expert's experience and capability against that need.
The Company will not disclose the Expert's name, or any information from which a Sponsor could identify the Expert, without the Expert's specific prior written consent to that disclosure, given for the named Sponsor and recorded in the Assignment Schedule. The Expert may give or withhold that consent in their absolute discretion. Consent under this clause 4.3 is separate from the authority in clause 4.2 and is never implied.
Where a Deliverable is to bear the Expert's name, curriculum vitae or professional standing, or the Company is to permit a Sponsor to retain, reproduce or disclose a Deliverable beyond the Assignment, those uses take effect only to the extent the Expert has consented to them in the Assignment Schedule. The Company shall not grant a Sponsor a use it has not secured under this clause.
5 ASSIGNMENTS
Each Assignment is instructed by an Assignment Schedule recording the particulars listed in Schedule 2. No work begins, and no Honorarium accrues, until both parties have signed the Assignment Schedule. By signing an Assignment Schedule the Expert confirms that the Assignment falls within the Expert's competence and that no topic exclusion, professional obligation or other matter known to the Expert prevents the Expert from performing it.
An Assignment Schedule lists any topics the Expert must not discuss in that Assignment. The exclusions bind in both directions: the Company will not ask about an excluded topic, and the Expert will not discuss one, whoever asks.
Before accepting an Assignment the Expert shall disclose in writing every financial, professional, institutional or personal interest that a reasonable person would regard as capable of affecting the Expert's independence in it, and shall disclose promptly any such interest arising during it. The Company may decline or end an Assignment on the strength of a disclosure.
The Company may cancel an Assignment, in whole or as to any Session, by written notice at any time. On cancellation the Company shall pay the Expert the Honorarium for work performed and Deliverables completed up to the date of the notice, together with the amounts due under clause 7.5 for reserved time. Where the Expert declines to answer a question or to give an opinion for a reason within clause 6.2 and a Deliverable cannot be produced as a result, the Assignment is treated as cancelled by the Company under this clause 5.4. The Expert may cancel an Assignment by written notice where the Expert can no longer perform it, giving notice as soon as the Expert becomes aware; in that case the Expert is paid for work performed up to the notice and clause 7.5(a) does not apply.
Cancellation of an Assignment does not affect the Agreement or the Expert's standing with the Company.
6 INDEPENDENCE AND HONEST OPINION
The Honorarium pays for the Expert's time and expertise. It is fixed before work begins and is not contingent on any opinion, finding or conclusion the Expert reaches. It is payable on delivery of the Deliverables, subject to clause 5.4: delivery, not content, is the condition of payment.
The Expert may give honest, adverse or qualified opinions, may disagree with the Company or a Sponsor, and may decline to answer a question or to give an opinion where clause 5.2, clause 6.3 or clause 8.1 requires it or where the question falls outside the Expert's competence, in each case without affecting the Honorarium, the Agreement or the Expert's standing with the Company and without being treated as a failure to perform. Nothing in this clause 6.2 relieves the Expert of the obligation in clause 3.3.
Nothing in the Agreement or any Assignment Schedule requires the Expert to act contrary to the professional, ethical or legal obligations that apply to them. If such an obligation conflicts with the Agreement, the obligation prevails and compliance with it is not a breach.
Before an Assignment begins, and again on its completion where the Company asks, the Expert shall give the Company a written Attestation confirming: the scope of the Assignment as stated in the Assignment Schedule; that the Expert's participation serves that scope and no other purpose; that the Expert has made the disclosures clause 5.3 requires; that the Expert has received no payment or benefit for the Assignment other than the Honorarium; and that the opinions the Expert gives are the Expert's own. The Company may provide an Attestation to the Sponsor for that Assignment and to a regulator, and shall retain it as part of its records.
The Expert shall give the Company the information and records it reasonably requires to maintain the audit trail its agreements with Sponsors require, including a record of hours worked against the hours cap.
7 HONORARIUM AND PAYMENT
The Honorarium for each Assignment is set at fair market value from the Rate Card in force at the date of the Assignment Schedule. The Assignment Schedule states the Expert's tier, the band for that tier, the FMV Rate, which falls within that band, and the hours cap; the Honorarium is the FMV Rate multiplied by the hours cap. The FMV Rate is fixed before work begins.
The Company alone pays the Expert. The Company collects each Honorarium from the Sponsor before the Expert begins work, so the funds are in the Company's hands before any work is performed and payment cannot depend on the Sponsor's reaction to the Expert's work. The Company's payment obligation is its own and is not conditional on any further receipt from the Sponsor.
The Company will pay each Honorarium within the Payment Period. Where the Assignment Schedule apportions the Honorarium between Deliverables or milestones, each part is a separate Honorarium for the purposes of this clause 7. The Payment Period runs from the earlier of:
- delivery of the Deliverables, or of the Deliverable to which the part relates; and
- for an ongoing Assignment, the end of each calendar month, for the work performed in that month.
If the Company pays late, interest accrues on the unpaid amount automatically and without demand, from the due date until payment, at the rate stated on the Cover Page. The Company also pays a fixed sum of EUR 40 towards the Expert's recovery costs for each late payment. Where a mandatory rule of law gives the Expert a higher rate or a larger fixed sum, that rate or sum applies instead.
The Company will also pay:
- for reserved time, at the FMV Rate, where a Session or other period reserved in an Assignment Schedule is cancelled other than by the Expert; and
- the full amount payable for a Session, where the Company suspends or ends that Session under clause 8.3.
The Expert will not solicit or accept from any Sponsor any payment or other benefit connected with an Assignment. All value owed for the Expert's work flows through the Company, and the Company's terms with each Sponsor prohibit the Sponsor from paying the Expert directly.
Amounts payable under this clause 7 are exclusive of value added tax and equivalent taxes, which the Company shall pay in addition where chargeable. The Expert is responsible for their own taxes, social contributions and any registration their own status requires.
8 CONDUCT AND THE COMPLIANCE STOP
The Expert warrants and undertakes that, in connection with every Assignment, the Expert will not:
- disclose any Confidential Information of any employer, institution or other third party, or any MNPI;
- disclose any patient-identifiable data; or
- promote any product, engage in off-label promotion, or lend the Expert's name or standing to promotional activity presented as independent advice.
The Expert further warrants that:
- they hold, and will maintain, every permission their employer or institution requires for their work under the Agreement, including any outside-activity, conflict-of-commitment or exclusivity approval; and
- they comply, and will comply, with the professional-ethics and disclosure rules of every regulator and institution to which they answer.
The Company may decline, suspend or end any Assignment or Session, or any part of one, immediately where the Company determines on reasonable grounds that continuing would breach or risk breaching applicable law, an applicable code, the Agreement or the Company's compliance policies. Clause 7.5(b) applies to a Session suspended or ended under this clause and the Expert is paid in full for it; the Company has no other liability to the Expert for a determination under this clause 8.3.
9 REGULATORY FILINGS AND PERMISSIONS
The Expert shall make every filing, and obtain every authorisation and permission, that the Expert's regulator, professional body, employer or institution requires in connection with the Agreement and each Assignment. Schedule 1 states the requirements the Company has identified for the practising jurisdiction stated on the Cover Page; it is a convenience and does not limit this clause 9.1 or move the obligation to the Company.
The Company designs its onboarding and Assignment records so that the Expert can meet those obligations without further work, and shall provide, in good time, any document or confirmation the Expert needs in order to make a filing or obtain an authorisation, including a copy of the Agreement and of the relevant Assignment Schedule.
Where a Schedule 1 procedure must be completed before the Expert begins work, the Company coordinates it and the Assignment timetable adjusts so that work does not begin before the procedure permits.
A filing or disclosure the Expert makes under this clause 9 is not a breach of clause 11, and the notice requirement in clause 11.2(b) does not apply to it.
10 TRANSPARENCY
The Expert acknowledges that the Company will disclose transfers of value made under the Agreement where and to the extent disclosure is required by law or by an industry code that applies to the Company, to a Sponsor or to an Assignment, and that the Company may disclose them where no such requirement applies. This clause is not a consent for the purposes of data protection law, and the Company does not rely on the Expert's consent as its basis for making these disclosures.
11 CONFIDENTIALITY AND COMMUNICATIONS
Confidential Information means information disclosed by or for a party or a Sponsor in connection with the Agreement or an Assignment that is identified as confidential or that a reasonable person would treat as confidential, including MNPI, a Sponsor's programme, product and scientific information, and the Company's Rate Card, rate bands, methodology, Expert References and the identity and profiles of the Company's experts.
Each party will keep confidential the Confidential Information of the other and of any Sponsor, use it only for the Agreement and Assignments, and disclose it only:
- to its personnel and professional advisers who need it for those purposes and are bound by a duty of confidence; or
- where disclosure is required by law, a court or a regulator, with prior notice to the other party where lawful.
Clause 11.2 does not apply to information that is or becomes public other than through a breach of the Agreement, that a party can show it held free of any duty of confidence, that is received from a third party free of restriction, or that is developed independently.
This clause 11 applies during the term of the Agreement and for the Confidentiality Period after termination, and for as long as a trade secret remains a trade secret.
The Company operates a compliance wall between Sponsors and experts. All communications concerning an Assignment pass through the Company: the Expert will not communicate with a Sponsor about an Assignment except in a Session arranged by the Company or otherwise through the Company. This clause does not restrict the Expert's dealings with any person on any other matter.
12 INTELLECTUAL PROPERTY AND EDITORIAL INDEPENDENCE
The Expert assigns to the Company all intellectual property rights in the Deliverables (including patents, copyright, database rights, design rights, trade marks and rights in confidential information, registered or not, anywhere in the world), with effect from their creation. Where the law does not permit that assignment, the Expert grants the Company an exclusive, perpetual, irrevocable, worldwide, royalty-free licence over the relevant Deliverables, with the right to sublicense.
The Expert retains the Background Materials and grants the Company a non-exclusive, perpetual, irrevocable, worldwide, royalty-free licence over them, with the right to sublicense to a Sponsor, to the extent needed to use a Deliverable for the purposes the Assignment Schedule permits. Nothing in this clause 12 restricts the Expert's use of the Background Materials or of the general knowledge and skill they bring to or gain from an Assignment.
The Expert waives, and shall procure the waiver of, moral rights in the Deliverables to the extent the law permits, save that the waiver does not permit the Company or a Sponsor to attribute to the Expert a Deliverable the Expert did not produce, or one that has been altered without the Expert's agreement.
For educational or scientific content, scientific and editorial control rests with the Company and the Expert. No Sponsor may direct the content, emphasis or conclusions of any Deliverable.
13 DATA PROTECTION
The Company processes the Expert's personal data as controller, in accordance with applicable data protection law and with the Company's expert privacy notice, which the Company provides before it collects any of the Expert's personal data, including a curriculum vitae.
The Company shares the Expert's capability card and capability profile with prospective Sponsors under clause 4.2, and the Expert's name only under clause 4.3. A Sponsor receiving that information is an independent controller of it, and the Company's terms with each Sponsor require the Sponsor to use it only for the Assignment concerned, not to add it to any database, and not to attempt to identify the individual behind an Expert Reference.
Each party shall give the other the cooperation reasonably required to respond to data subject requests, supervisory authorities and personal data breaches touching an Assignment.
14 LIABILITY
Subject to clauses 14.2 and 14.3, each party's total aggregate liability to the other under or in connection with the Agreement, however arising, is limited to the greater of:
- the General Cap Floor; and
- the total Honoraria paid and payable to the Expert in the 12 months before the first event giving rise to the liability.
Clause 14.1 does not limit or exclude liability:
- for fraud or fraudulent misrepresentation;
- for wilful misconduct;
- for death or personal injury caused by negligence;
- that cannot be limited or excluded by law; or
- of the Company to pay the Honoraria, reserved time, interest and recovery costs due under clause 7.
Subject to clause 14.2, for liability arising from a breach of clause 4.3 (release of the Expert's name), clause 8.1 (conduct), clause 11 (confidentiality) or clause 12 (intellectual property), the limit in clause 14.1 is replaced by the Company Enhanced Cap where the Company is in breach and by the Expert Enhanced Cap where the Expert is in breach.
Subject to clause 14.2, neither party is liable to the other for loss of profit, revenue, anticipated savings or goodwill, or for indirect or consequential loss.
15 TERM AND TERMINATION
The Agreement begins on the Commencement Date and continues until terminated under this clause 15.
Either party may terminate the Agreement, for any reason or none, on written notice of the Notice Period, save that notice under this clause 15.2 does not take effect before the end of the Minimum Term. The Minimum Term does not restrict clause 15.3 or clause 15.4, and it commits the terms on which the parties deal rather than any period of work: clause 2.3 continues to apply throughout, so neither party is obliged to offer or to accept any Assignment during the Minimum Term.
Either party may terminate the Agreement immediately by written notice if the other commits a material breach. A breach of clause 8.1 is a material breach.
The Company may also terminate the Agreement immediately by written notice where Screening ceases to be satisfied, including where the Expert's professional registration is suspended or withdrawn or the Expert appears on an exclusion, debarment or sanctions list.
On termination for any reason:
- rights accrued before termination survive, including the Expert's right to payment under clause 7 for work performed and for reserved time;
- each Assignment Schedule already signed continues on the terms of the Agreement until the Assignment completes or is cancelled under clause 5.4, save that on termination under clause 15.3 or clause 15.4 every Assignment ends on the effective date of termination and clause 5.4 applies to it; and
- clauses 1, 4.3, 4.4, 5.4, 6.4, 7 (for amounts accrued), 9, 10, 11, 12, 13, 14, 15.5, 16, 17 and 18 survive, and the authority in clause 4.2 ends on termination.
16 RAISING CONCERNS AND DISPUTES
Either party will first raise a dispute or concern with the other in writing. Where the Expert raises it with the Named Contact, the Company will respond in writing, with reasons, within the Response Period. This step is free, and no mediation or other paid procedure stands between the Expert and a remedy.
Neither party will begin proceedings or arbitration on a dispute before it has been raised under clause 16.1 and the Response Period has expired, except for an application for interim or injunctive relief or a claim under clause 17.3.
17 GOVERNING LAW AND DISPUTE RESOLUTION
The Agreement, every Assignment Schedule and any non-contractual obligation arising out of or in connection with them are governed by English law, subject always to any mandatory professional or regulatory rule that applies to the Expert where they practise, which prevails to the extent of any conflict.
Subject to clauses 16.2, 17.3 and 17.4, a dispute arising out of or in connection with the Agreement or any Assignment Schedule, including a dispute as to its existence or validity and any non-contractual dispute, shall be referred to and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce for the time being in force, which are deemed incorporated by reference into this clause. The number of arbitrators is one, the seat of the arbitration is London, England, the language of the arbitration is English, and the law of this arbitration agreement is English law. The tribunal shall decide the dispute on the parties' written submissions and documentary evidence alone, unless a party shows cause why a hearing is required.
Where the Company has not paid an Honorarium by the date it falls due, and has not within the Honorarium Dispute Period after the Expert's written demand given the Expert written notice that it disputes that Honorarium and the grounds on which it does so, the Expert may bring a claim for that Honorarium in the courts of the place where the Expert is domiciled or in the courts of England and Wales, and the Company submits to the jurisdiction of those courts for that claim. This clause 17.3 permits no other claim to be brought in those courts, and the Company may bring any counterclaim under clause 17.2.
Nothing in this clause 17 prevents either party from applying to any court of competent jurisdiction, at any time, for interim or injunctive relief, and clause 16.2 does not apply to such an application.
The parties shall keep confidential the existence and content of an arbitration and every document and award in it, except so far as disclosure is required by law or a regulator, or is necessary to enforce or challenge an award or to exercise a right under this clause 17.
This clause 17 is separable from the rest of the Agreement and survives its termination and any finding that the Agreement is void or was never concluded.
18 GENERAL
The Agreement is the entire agreement between the parties for its subject matter. Neither party relies on any statement not set out in it, but nothing in this clause limits liability for fraud.
A variation of the Agreement is valid only in a written document, signed by both parties, that states expressly that it varies the Agreement. An Assignment Schedule does not vary the Agreement.
A notice under the Agreement must be in writing and delivered by hand, by courier or by email to the address stated on the Cover Page or later notified in writing, and each party shall keep its notice addresses current. A notice takes effect on the day after it is sent, provided that no notification of non-delivery is received by the sender. This clause does not apply to the service of proceedings.
The Expert may not assign or transfer the Agreement, or any right under it, without the Company's prior written consent. The Company may assign or transfer the Agreement to a member of the Company's group, or to a successor to all or substantially all of its business, without consent, and may not otherwise assign or transfer it without the Expert's prior written consent. A member of the Company's group means a company that controls, is controlled by, or is under common control with the Company.
No person other than the parties, and no Sponsor, has any right under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce the Agreement.
If a provision of the Agreement is or becomes invalid or unenforceable, it applies with the minimum modification needed to make it valid and enforceable, and the rest of the Agreement is unaffected.
A failure or delay in exercising a right is not a waiver of it. A waiver is effective only in writing.
The rights and remedies under the Agreement are cumulative and do not exclude rights and remedies provided by law.
The Agreement may be executed in counterparts, each of which is an original.
The Agreement, an Assignment Schedule and any other document to be signed under the Agreement may be signed or accepted by electronic means, including by electronic signature and by the Expert indicating acceptance through a system the Company operates and has identified to the Expert in writing. Acceptance by those means has the same effect as a handwritten signature. The Company shall record, for each document so signed or accepted, the version accepted, the identity of the person accepting and the date and time of acceptance, and shall on request give the Expert a copy of that document and of that record.
Each party warrants that it has full power and authority to enter into and perform the Agreement and that its signatory is authorised to bind it. Where the Cover Page names an Expert Entity, this warranty is given by the Expert Entity as well as by the Expert.
Schedule 1: Regulatory Requirements
This Schedule records the filings, authorisations and permissions the Company has identified for each practising jurisdiction. The Part for the jurisdiction stated on the Cover Page applies to the Expert. Clause 9.1 governs, and this Schedule does not limit it.
Part A: France
Filing with the Ordre: the Expert files the Agreement, and each Assignment Schedule to which the requirement applies, with the Expert's Ordre within one month, under article L.4113-9 of the Code de la santé publique
Convention, declaration or prior authorisation: where an Assignment is for the benefit of an identifiable company producing or marketing health products, the procedure French health law requires must be completed before the Expert begins work. Clause 9.3 applies
Public-hospital practitioners: the cumul d'activités authorisation required for outside work
Part B: United States
Requirements identified: none that fall on the Expert personally as a precondition to an Assignment. The Expert's obligations under clause 8.2 (every permission the Expert's employer or institution requires, and the professional-ethics and disclosure rules of every institution to which the Expert answers) and under clause 9.1 apply in full, and are met in practice through the Expert's own institutional outside-activity approval and conflict-of-interest disclosure
Public reporting: a Sponsor may be required to report transfers of value publicly. Clause 10 governs the Expert's consent to that reporting, and clause 3.5 applies where an Honorarium is paid to an Expert Entity
Federally employed practitioners: an Expert employed by a federal body, including the National Institutes of Health and the Department of Veterans Affairs, must obtain the outside-activity approval that body requires before beginning an Assignment. Clause 8.2(a) applies
Part C: Other jurisdictions
Requirements: Clause 9.1 applies in full. The Company will identify the requirements for the jurisdiction and add a Part to this Schedule before the first Assignment in it