Every version that has been published, oldest first, with what changed between each pair and why. Every version remains readable at a permanent address.
Signed on paper by the first Experts, who move to v2c before any live engagement.
The agreement moved online. The cover page became an Order, the assignment schedule became a Statement of Work, and a new clause 19 sets out how the agreement is offered and accepted through a link and a confirmation code. A new clause 6.6 states that an assignment is not medical advice. Expenses, editorial limits and the anonymity of capability cards were tightened.
So that an Expert can be offered, and can accept, the agreement and each statement of work online, on a record that captures exactly what was accepted.
Each Statement of Work is governed by the version of these Standard Terms in effect between the parties when that Statement of Work was signed, and a later variation of these Standard Terms does not affect it.
ACCEPTANCE AND FORMATION
An Assignment is consulting and advisory work only. It creates no physician-patient relationship and does not constitute diagnosis, treatment, patient-specific medical care or individualised medical advice, and the Company will not permit a Sponsor to represent or use a Deliverable as individualised medical advice or as a substitute for independent clinical judgement.
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 Expert authorises the Company to prepare and share with a prospective Sponsor, in each case in a form which does not identify the Expert and does not include a combination of details that would reasonably permit the Sponsor to infer the Expert’s identity:
- 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.
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.
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 Statement of Work; 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 any expenses reimbursed under clause 7.8; 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 Company reimburses reasonable out-of-pocket expenditure that it has approved in advance in writing and that the Expert documents, up to the expenses cap stated in the Statement of Work. Reimbursement is in addition to the Honorarium, does not form part of it and does not affect the FMV Rate; but an expense reimbursed 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, and reimbursement does not change what is reportable, who it is reportable about, or the fair market value basis on which the Honorarium is set. The Company will pay each reimbursement within the Payment Period, and the Company’s obligation to reimburse is its own and is not conditional on any receipt from the Sponsor.
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.
For educational or scientific content, scientific and editorial control rests with the Company and the Expert. As between the Company and the Expert the Company’s editorial role is limited to form, being format, style, length, consistency, and legal and regulatory compliance, and does not extend to altering the Expert’s opinions, findings or conclusions without the Expert’s prior written approval. No Sponsor may direct the content, emphasis or conclusions of any Deliverable.
Published as an intermediate draft. Never signed by anyone.
An Expert pointed out that an Expert contracting through their own company was still jointly and severally liable for everything. Clause 3.4 was rewritten and clause 14.5 added: every sum payable to us is payable by the Expert's company alone, and the two share one liability cap. Non-monetary remedies against the Expert personally remain.
A clause that made the Expert personally liable for money alongside their company undid the reason for contracting through a company.
Where the Order 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 Order names an Expert Entity: the Expert and the Expert Entity are each a party to the Agreement and each contracts with the Company on these Standard Terms; 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 assigns, and the Expert Entity assigns and shall procure the assignment of, the rights in clause 12; 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; and clause 14.5 governs which of them is liable to pay any sum to the Company.
Where the Order names an Expert Entity: every sum payable to the Company under or in connection with the Agreement is payable by the Expert Entity, and the Company shall look to the Expert Entity alone for it; and the Expert and the Expert Entity have a single aggregate liability under clauses 14.1 and 14.3, so that the limits in those clauses apply to the two of them together. This clause 14.5 does not affect any right of the Company to injunctive relief, specific performance, suspension or termination against the Expert, and does not affect any right of the Expert under the Agreement.
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, 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 or the Expert Entity is in breach.
Each party warrants that it has full power and authority to enter into and perform the Agreement and that the person signing or accepting the Agreement on its behalf is authorised to bind it. Where the Order names an Expert Entity, this warranty is given by the Expert Entity as well as by the Expert.
Each party warrants that it has full power and authority to enter into and perform the Agreement and that the person signing or accepting the Agreement on its behalf is authorised to bind it.
Where the Order names an Expert Entity, acceptance by the Expert is acceptance both personally and on the Expert Entity’s behalf, and the Expert and the Expert Entity are bound as clause 3.4 provides. The acceptance process requires the Expert to confirm that they are authorised to accept on the Expert Entity’s behalf, and that confirmation is the warranty given under clause 18.11.
Where the Order names an Expert Entity, acceptance by the Expert is acceptance both personally and on the Expert Entity’s behalf, and the Expert and the Expert Entity are bound as clauses 3.4 and 14.5 provide. The acceptance process requires the Expert to confirm that they are authorised to accept on the Expert Entity’s behalf, and that confirmation is the warranty the Expert Entity gives under clause 18.11.
An Assignment is consulting and advisory work only. It creates no physician-patient relationship and does not constitute diagnosis, treatment, patient-specific medical care or individualised medical advice, and the Company will not permit a Sponsor to represent or use a Deliverable as individualised medical advice or as a substitute for independent clinical judgement.
An Assignment is consulting and advisory work only. It creates no physician-patient relationship and does not constitute diagnosis, treatment, patient-specific medical care or individualised medical advice, and the Company will not permit a Sponsor to represent or use a Deliverable as diagnosis, treatment, patient-specific medical care or individualised medical advice, or as a substitute for independent clinical judgement.
For educational or scientific content, scientific and editorial control rests with the Company and the Expert. As between the Company and the Expert the Company’s editorial role is limited to form, being format, style, length, consistency, and legal and regulatory compliance, and does not extend to altering the Expert’s opinions, findings or conclusions without the Expert’s prior written approval. No Sponsor may direct the content, emphasis or conclusions of any Deliverable.
For educational or scientific content, scientific and editorial control rests with the Company and the Expert. As between the Company and the Expert, and in every Deliverable, the Company’s editorial role is limited to form, being format, style, length, consistency, and legal and regulatory compliance, and does not extend to altering the Expert’s opinions, findings or conclusions without the Expert’s prior written approval. No Sponsor may direct the content, emphasis or conclusions of any Deliverable.
Published as an intermediate draft. Never signed by anyone.
A change to an Order or to these terms now varies the one continuing agreement instead of replacing it. Statements of Work already signed stay on the terms they were signed under.
So that accepting a new version never ends an existing agreement or disturbs work already under way.
Each Statement of Work is governed by the version of these Standard Terms in effect between the parties when that Statement of Work was signed, and a later variation of these Standard Terms does not affect it.
Each Statement of Work is governed by the Order and the version of these Standard Terms in effect between the parties when that Statement of Work was signed, and a later Order or a later version of these Standard Terms does not affect it.
An Order states the parties, the Expert Reference, the Expert’s practising jurisdiction, the Commencement Date, the version of these Standard Terms it incorporates and where that version is published, and each value these Standard Terms require to be stated in it.
An Order states the parties, the Expert Reference, the Expert’s practising jurisdiction, the Commencement Date, the version of these Standard Terms it incorporates and where that version is published, each value these Standard Terms require to be stated in it, and, where it replaces an earlier Order, the date of that Order.
A reference to the Order is to the Order in effect between the parties, and a reference to these Standard Terms is to the version in effect between the parties, in each case at the time in question. Where a replacement Order or a new version is accepted under clause 19.10, the Order or version it replaces ceases from that time to have effect between the parties, and clause 1.7 continues to govern each Statement of Work signed before it.
A variation of the Agreement is valid only in a written document, signed by both parties, that states expressly that it varies the Agreement. A Statement of Work does not vary the Agreement.
A variation of the Agreement is valid only in a written document, signed by every party to it, that states expressly that it varies the Agreement. A Statement of Work does not vary the Agreement.
The Company may offer a new version of these Standard Terms by notice identifying the version it replaces, the version offered and what has changed between them. This clause 19 applies to that offer, the Company’s publication of the new version is the Company’s signature of it for the purposes of clause 18.2, and the notice and the acceptance process state expressly that acceptance varies the Agreement. Acceptance varies the Agreement from the time the Company’s system records it.
The Company may offer a replacement Order, a new version of these Standard Terms, or both, by notice identifying what is offered, what it replaces and what has changed between them. Clauses 19.1 to 19.8 apply to that offer, reading a reference to the Agreement as a reference to what is offered, and the notice and the acceptance process state expressly that acceptance varies the Agreement. The Company’s issue of a replacement Order, and its publication of a new version of these Standard Terms, are the Company’s signature of them for the purposes of clause 18.2.
Acceptance under clause 19.10 varies the Agreement from the time the Company’s system records it or, where what is offered is signed under clause 19.8, from the date of the last signature. The Agreement continues as one agreement, as varied, and nothing offered or accepted under clause 19.10 forms a new agreement, replaces the Agreement or terminates it. From that time the replacement Order and the version accepted are the Order and these Standard Terms for the purposes of the Agreement; rights and obligations accrued before that time are unaffected; and clause 1.7 governs each Statement of Work signed before that time.