Common use of Client Approval Clause in Contracts

Client Approval. (a) Each Proposed Workplan submitted to Client by CHS in Section 2 is subject to the review and written approval of Client prior to the time CHS or any of its affiliates incur liability to third parties in connection with the Projects contained in such Proposed Workplan. Once a Proposed Workplan is approved by both parties, such approved workplan shall be referred to as a “Workplan,” and it shall govern the performance for Client of the Services covered by such Workplan. For clarity, neither CHS nor its affiliates will perform any Services or incur any expenses with respect to such Services, and Client will not be obligated to pay for any Services, except in accordance with a Workplan that has been approved by Client. (b) All drafts of any proposed journal advertisements, training materials, media copy, advertisements or other promotional material used to promote the Product (collectively, the “Promotional Material”) will be submitted to Client for review at least two (2) weeks prior to publication or use, whenever practicable, provided, however, that the parties understand and agree that such two (2) week period will necessarily be shortened from time-to-time to reflect special deadlines and circumstances not within the reasonable control of CHS. Client will be solely responsible for reviewing and approving the content of all Promotional Material and related Services prior to use of such Promotional Material and performance of related Services to make certain that all content in such Promotional Material and any and all related Services comply with all federal, state and local laws and all applicable industry standards and practices generally applicable to CHS’s and Client’s industry, including, without limitation, any applicable research guidelines, ethics and standards established by the American Medical Association, the Food and Drug Administration (“FDA”), the standards and guidelines outlined in the PhRMA Code, the standards and guidelines outlined in the Office of Inspector General (OIG) Guidance, and the Federal Food, Drug and Cosmetic Act and the regulations promulgated pursuant thereto (collectively, “Laws”). Client hereby acknowledges that CHS will not conduct a legal review of the content of Promotional Material and/or related Services and that CHS is relying solely on Client to make certain that the content of Promotional Material and related Services comply with all Laws. CHS will ensure that the content of the final copy of Promotional Material and related Services is identical to the draft content of such Promotional Material and related Services as approved by Client. (c) Client will have the right to make any editorial changes it desires prior to publication or use, with any charge for such change to be consistent with the Budget procedures outlined in Section 3(d), below; provided, however, that Client must notify CHS in writing of either its approval or disapproval and/or required editing of Promotional Material as promptly as practicable, but in no event less than forty-eight (48) hours prior to the planned publication or use. (d) The initial Budget for a specific Project included in a Workplan will necessarily include fee and cost estimates based upon initial concepts and preliminary estimates, and CHS will be authorized to commence work and incur expenses on that particular Project based upon Client’s approval of the Workplan containing such initial Budget and up to an amount not to exceed [* * *] of the fees and costs in such approved Budget. CHS will submit a revised Budget to Client at any time during performance of a Project if fees and costs for such Project are anticipated to exceed the initial Budget by more than [* * *], and this revised estimate must be approved by Client in writing before work on such Project continues. Once final concepts for a Project are approved and final fee and cost estimates can be obtained, CHS will submit a final Budget for Client’s written approval if the initial Budget needs to be increased by more than [* * *] as a result of such final cost estimates. CHS will use all reasonable efforts to complete the Services within the approved Budget. In the case where, despite such efforts, cost estimates to complete the Services exceed the initial Budget by more than [* * *], CHS agrees to negotiate with Client in good faith a revised Budget that is acceptable to both parties. In any event, Client’s written approval is required prior to any increase of the Budget for a Project by more than [* * *] from the initial Budget and for any further increases thereafter.

Client Approval. (a) Each Proposed Workplan submitted to Client by CHS Cardinal Health in Section 2 is subject to the review and written approval of Client prior to the time CHS Cardinal Health or any of its affiliates incur liability to third parties in connection with the Projects contained in such Proposed Workplan. Once a Proposed Workplan is approved by both parties, such approved workplan shall be referred to as a “Workplan,” and it shall govern the performance for Client of the Services covered by such Workplan. For clarity, neither CHS Cardinal Health nor its affiliates will perform any Services or incur any expenses with respect to such Services, and Client will not be obligated to pay for any Services, except in accordance with a Workplan that has been approved by Client. (b) All drafts of any proposed journal advertisements, training materials, media copy, advertisements or other promotional material used to promote the Product (collectively, the “Promotional Material”) will be submitted to Client for review at least two (2) weeks prior to publication or use, use whenever practicable, practicable ; provided, however, that the parties arties understand and agree that such two (2) week period will necessarily be shortened from time-to-time to time to reflect special deadlines and circumstances not within the reasonable control of CHSCardinal Health. Client will shall be solely responsible for reviewing and approving the content of all Promotional Material and related Services prior to use of such Promotional Material and performance of related Services to make certain that all content in such Promotional Material and any and all related Services comply with all federal, state and local laws and all applicable industry standards and practices generally applicable to CHSCardinal Health’s and Client’s industry, including, without limitation, any applicable research guidelines, ethics and standards established by the American Medical Association, the Food and Drug Administration (“FDA”), the standards and guidelines outlined in the PhRMA Code, the standards and guidelines outlined in the Office of Inspector General (OIG) Guidance, and the Federal Food, Drug and Cosmetic Act and the regulations promulgated pursuant thereto thereunder (collectively, “Laws”). Client hereby acknowledges that CHS will Cardinal Health shall not conduct a legal review of the content of the Promotional Material Materials and/or related Services and that CHS Cardinal Health is relying solely on Client to make certain that the content of Promotional Material and related Services comply with all Laws. CHS Cardinal Health will ensure that the content of the final copy of Promotional Material and related Services is identical to the draft content of such Promotional Material and related Services as approved by Client. (c) Client will have the right to make any editorial changes it desires prior to publication or use, with any charge for such change to be consistent with the Budget budget procedures outlined in Section 3(d), ) below; provided, however, that Client must notify CHS Cardinal Health in writing of either its approval or disapproval and/or required editing of Promotional Material as promptly as practicable, but in no event less than forty-eight (48) hours prior to the planned publication or use. (d) The initial Budget for a specific Project included in a Workplan will necessarily include fee and cost estimates based upon initial concepts and preliminary estimates, and CHS Cardinal Health will be authorized to commence work and incur expenses on that particular Project based upon Client’s approval of the Workplan containing such initial Budget and up to an amount not to exceed [* * *] of the fees and costs in such approved Budget. CHS Cardinal Health will submit a revised Budget to Client at any time during performance of a Project if fees and costs for such Project are anticipated to exceed the initial Budget by more than [* * *], and this revised estimate must be approved by Client in writing before work on such Project continues. Once final concepts for a Project are approved and final fee and cost estimates can be obtained, CHS Cardinal Health will submit a final Budget for Client’s written approval if the initial Budget needs to be increased by more than [* * *] as a result of such final cost estimates. CHS Cardinal Health will use all reasonable efforts to complete the Services within the approved Budget. In the case where, despite such efforts, cost estimates to complete the Services exceed the initial Budget by more than [* * *], CHS Cardinal Health agrees to negotiate with Client in good faith a revised Budget that is acceptable to both parties. In any event, Client’s written approval is required prior to any increase of the Budget for a Project by more than [* * *] from the initial Budget and for any further increases thereafter.