PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement ("Agreement") is made and entered into
as of December 20, 2002 by and between Predictive Systems, the. ("Contractor"),
having its principal place of business at 00 Xxxx 00xx Xxxxxx, 0xx xxxxx, Xxx
Xxxx, Xxx Xxxx 00000, and Pfizer, Inc. (the "Company"), having its principal
place of business at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. As used
herein, the "Company" shall mean Pfizer, Inc., its subsidiaries and affiliates,
and an "affiliate" of any person shall mean any person directly or indirectly
controlling, controlled by or under common control with such person.
In consideration of the mutual covenants and conditions contained herein,
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
1. SCOPE OF WORK
1.1. During the term of this Agreement, Contractor agrees to provide the
professional services described in Schedule A attached hereto (the
"Work"), and to assign and dedicate the personnel listed on Schedule A
(the "Personnel") in order to perform the Work. Contractor agrees
that it shall only assign Personnel with the proper skill level and
type of experience to ensure that the Work will be completed in a good
and workmanlike manner as further provided in Section 4.1 below. Except
as may otherwise be agreed by the parties in writing, Contractor shall
furnish or cause to be furnished at its own cost all required labor,
tools, equipment, material, parts, transportation and supervision
necessary to perform the Work.
2. COMPENSATION
2.1. As full and complete compensation for its services hereunder, the
Company agrees to pay Contractor at the rate(s) specified in Schedule
A. The rate(s) specified will remain in effect for the duration of this
Agreement unless modified in accordance with this Agreement. All Work
performed pursuant to this Agreement, including any Work performed
on any day other than a Business Day, shall be compensated at the rates
specified in Schedule A. For purposes of this Agreement, "Business Day"
means any day on which the Company is open for business at its
principal offices.
2.2. Contractor shall be entitled to receive reimbursements of all of its
"Out-of-Pocket" expenses directly related to performing the Work,
provided that the nature and approximate amount of such expenses must
be approved in advance by the Company in writing. The term
Out-of-Pocket expenses includes, but is not limited to, reasonable and
verifiable coach class travel, hotel accommodations and meal expenses,
which Contractor incurs and that are directly related to the Work. All
such expenses shall be reimbursed at cost; no xxxx-up shall be
permitted.
2.3. The fees and expenses payable by the Company pursuant to this
Agreement shall be invoiced to the Company by Contractor on a monthly
basis, and shall set forth in reasonable detail the basis for the
charges reflected therein. Each invoice shall include copies of
receipts for all Out-of-Pocket expenses reflected therein. All invoices
shall be payable within thirty (30) days of their receipt by the
Company, provided, however, that if the Company should dispute in good
faith the nature or basis of any charges contained in any invoice
submitted by contractor hereunder, the Company shall promptly provide
written notice to Contractor setting forth the reason for the dispute,
after which the parties shall attempt to reach a resolution in good
faith in accordance with Section 13.1 hereof. The payment of any
disputed invoice shall be suspended until such dispute is resolved by
the parties.
2.4. On each invoice. Contractor shall itemize any taxes required to be
collected or paid by Contractor, such as sales, use or excise taxes, but
not taxes based upon Contractor's income.
3. TERM AND TERMINATION
3.1. This Agreement shall be effective on the date hereof and, unless
sooner terminated as provided herein, shall remain in effect for a
period of one (1) year from its effective date.
3.2. Either party may terminate this Agreement upon thirty (30) days prior
written notice to the other party; provided, however, that the Company
shall have the right at any time to (a) terminate any request for
services on any specific task by providing Contractor with five (5)
days prior written notice, and (b) terminate this Agreement immediately
for (i) Contractor's refusal or inability to perform the Work, (ii)
Contractor's breach of any provision of this Agreement or (iii)
Contractor's failure to, in the Company's sole discretion,
satisfactorily perform the Work.
3.3. Upon the termination or expiration of this Agreement, Contractor agrees
to promptly assemble all documents, write-ups, notes, computer
programs, and other material related to the Work (including Materials
defined in Section 9.1) and return them in an orderly fashion to
authorized representatives of the Company.
3.4. Upon a termination of this Agreement by the Company, the Company agrees
to pay Contractor for services rendered and expenses incurred hereunder
which have not been previously paid by the Company for the period up to
and including the date of termination, except that the Company shall
not be obligated to pay Contractor any amount which is disputed by the
Company pursuant to Section 2.3.
3.5. In the event of any termination of this Agreement, certain terms and
conditions, including but not limited to WARRANTIES, OWNERSHIP OF
MATERIALS, CONFIDENTIALITY, USE OF NAME, INSURANCE, INDEMNIFICATION;
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LIMITATION OF LIABILITY, NON-SOLICITATION and GENERAL, shall survive
such termination.
4. DUTIES OF CONTRACTOR
4.1. Contractor agrees that the Work performed by it and its Personnel
hereunder shall be performed (a) in a good, workmanlike and
efficient manner; (b) in accordance with applicable laws, regulations,
codes, permits and licenses; (c) in accordance with the standard
business practices and procedures employed in the Company's business
including, but not limited to, procedures regarding security, data
administration and operating practices; and (d) otherwise in accordance
with the terms and conditions applicable to all sub-contractors,
suppliers and vendors of the Company. In this respect, Contractor
acknowledges that the Company has special responsibilities to drug
regulatory agencies and to the public in view of the nature of its
products and agrees to cooperate in every way with the Company to
assist it in discharging these responsibilities. Contractor shall, for
example, disclose educational background, job history, past addresses
and other personal information concerning itself or its Personnel
requested for purposes of a security check by the Company, and shall
divulge any such additional information at the Company's reasonable
request.
4.2. Contractor shall obtain and pay for all necessary Federal, state and
local licenses and permits necessary to enable it to perform this
Agreement. Contractor shall collect and pay all Federal, state and
local sales, use, excise and similar taxes attributable to the Work.
Upon the Company's request, Contractor shall furnish the Company with
copies of its receipts for such tax payments and copies of such
licenses and permits. Contractor shall maintain records of its payment
of such taxes throughout the term hereof and for a period of seven
(7) years following the termination of this Agreement.
4.3. Notwithstanding anything to the contrary contained herein, the Company
shall have the right at any time to request the immediate termination
and/or replacement of any or all Personnel assigned by Contractor to
perform the Work.
5. WARRANTIES
5.1. Contractor represents and warrants to the Company that Contractor's
execution and performance of this Agreement:
(a) will not violate or infringe upon the rights of any third party,
including but not limited to confidential relationships, publicity
rights, privacy rights, patents, trademarks, service marks, trade
secrets or copyrights; and
(b) will not conflict with or violate any commitment to, or agreement
or understanding Contractor has or will have with, any other person or
entity.
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5.2. Contractor further represents and warrants to the Company that:
(a) Contractor has full right, power and authority to enter into this
Agreement and there is nothing which will prevent Contractor from
performing its obligations under the terms and conditions of this
Agreement; and
(b) this Agreement has been duly authorized by all necessary corporate
action and constitutes a valid obligation of Contractor, binding on
Contractor and enforceable in accordance with the terms hereof,
(c)the goods sold and/or Work rendered pursuant to this Agreement are
and will be manufactured, produced, sold, and rendered in conformity
with all applicable laws, ordinances, orders, directions, rules and
regulations of the Federal, state, county and municipal governments
applicable thereto, all as they may be amended from time to time,
including, but not limited to, Section 1033 of the Violent Crime
Control and Law Enforcement Act of 1994.
5.3. EXCEPT AS EXPRESSLY SET PORTH IN THIS AGREEMENT, CONTRACTOR SPECIFICALLY
DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED PROMISES, REPRESENTATIONS AND
WARRANTIES WITH RESPECT TO THE SERVICES AND PRODUCTS PROVIDED
HEREUNDER, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY AS TO ITS
MERCHANTABILITY, OPERATION OR ITS FITNESS FOR ANY PARTICULAR PURPOSE,
AS WELL AS ANY WARRANTIES ALLEGED TO HAVE ARISEN FROM CUSTOM, USAGE, OR
PAST DEALINGS BETWEEN THE PARTIES.
6. INSURANCE
6.1. Contractor shall maintain the insurance coverages listed in this
Section 6.1 throughout the term of this Agreement. Contractor shall
provide the Company with valid certificates of insurance showing
evidence of the following coverages and amounts with insurance
companies that have A.M. Best ratings of at least A.
(i) Workers' Compensation Insurance: Insurance for liability under
Workers' Compensation or Occupational Disease laws of any state
or jurisdiction in which services under this Agreement are
performed and as is otherwise applicable with respect to persons
performing services under this Agreement and Employer's Liability
insurance, covering all claims by or with respect to employees of
Contractor, providing:
(a) Coverage for statutory limits of all claims under
applicable state Workers' Compensation laws. If the
services hereunder will result in exposure under the
U.S. Longshoremen's and Harbor Workers' Act and its
amendments, the Xxxxx Act or the Federal Employer's
Liability Act coverage shall be extended to include
those laws;
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(b) An endorsement providing that any claim "in rem" shall be treated
as a claim "in personam"; and
(c) Voluntary compensation insurance covering all employees not
subject to the applicable Workers' Compensation Act or acts.
(ii) Employers Liability Insurance: As required by the state wherein the
services hereunder are to be performed, but in no case less than the
following:
(a) Bodily Injury by Accident: [****] each accident
(b) Bodily Injury by Disease: [****] each employee
(c) policy limit
(iii) Simplified ISO Commercial General Liability Insurance: Coverage on
primary, non-contributing, occurrence basis including:
(a) Premises - Operations Coverage (including Medical Payments
coverage)
(b) Product - Completed Operations Coverage
(c) Bodily Injury Coverage
(d) Contractual Liability Coverage
The following minimum limits will be in force:
Bodily Injury and Property Damage: [****] each occurrence
aggregate
(iv) Commercial Automobile Liability Insurance: Covering all owned or
leased motor vehicles to be used by Contractor in furtherance of the
Work with the following minimum limits:
Bodily Injury and Property Damage: [****] each accident
(v) Umbrella (Excess) Liability Insurance: Such coverage shall be
maintained for the above-referenced Comprehensive General Liability,
Comprehensive Automobile Liability and Employer's Liability
coverages in an amount of not less than [****].
(vi) Professional Liability Insurance:
****Represents material which has been redacted and filed separately with the
Securities and Exchange Commission pursuant to a request for confidential
treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
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6.2. The certificates of insurance to be provided to the Company pursuant
to Section 6.1 hereof must state that the Company is named as an
additional insured under Contractor's Commercial General Liability and
Commercial Automobile insurance policies for the duration of the term
hereof. In addition, the certificates of insurance shall evidence
Contractor's indemnification obligations hereunder and contain a
provision that the coverages afforded under the policies will not be
canceled or modified until at least thirty (30) days' prior written
notice has been given to the Company. The compliance by Contractor
with the insurance requirements hereof shall not relieve Contractor
from liability under the indemnification provisions hereof.
7. INDEMNIFICATION; LIMITATION OF LIABILITY
7.1. Contractor agrees to defend, indemnify and hold harmless thee
Company, its officers, directors and employees (collectively, "Company
Indemnitees") from and against any and all claims, actions, damages,
costs, expenses (including reasonable attorneys' fees), losses or
liabilities of any nature incurred or asserted against the Company
Indemnitees (including any claim for bodily and personal injuries,
including death, sustained by any person, including Contractor's
Personnel, and for damage to property of any nature, including loss of
use) to the extent that such claims, actions, damages, costs,
expenses, losses or liabilities are caused by the negligence, fraud or
misconduct of Contractor, its Personnel, or Contractor's affiliates,
employees, agents, officers or directors.
7.2 Notwithstanding any provision in this Agreement to the contrary,
neither the Company nor its affiliates, partners, agents, vendors or
its or their employees (including the Company Indemnitees), shall be
liable hereunder for any consequential or indirect loss or damage or
any other special or incidental damages incurred or suffered by
Contractor or its directors, officers, employees or agents. The waiver
and disclaimer of liability expressed herein shall survive
termination of this Agreement, and shall apply whether in contract,
equity, tort or otherwise, and shall extend to the Company
Indemnitees, and the agents, divisions and subsidiaries of the
Company, and their respective directors, officers and employees.
7.3 NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT TO THE
CONTRARY, THE COMPANY HEREBY ACKNOWLEDGES AND AGREES THAT CONTRACTOR'S
TOTAL LIABILITY TO COMPANY SHALL IN NO CIRCUMSTANCE EXCEED THE AMOUNT
OF THE INSURANCE COVERAGE REQUIRED BY SECTION 6 OF THIS AGREEMENT.
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8. CONFIDENTIALITY
8.1. It may be necessary or desirable for a party ("Discloser") to disclose
to the other party or its Personnel ("Recipient") information that is
confidential or proprietary to the Discloser and/or one or more of its
affiliates ("Confidential Information"). Confidential Information
includes, but is not limited to, the Materials and information related
to the business affairs and/or procedures of the Discloser and/or one
or more of its affiliates, or to the designs, programs, flowcharts,
and documentation of the Discloser's information technology, whether
or not owned by the Discloser, as well as information disclosed
verbally, that is of such a sensitive nature that a reasonable person
would presume it to be Confidential Information.
8.2. Recipient agrees to use Confidential Information solely to provide the
Work. Upon the Discloser's request, Recipient agrees to return all
Confidential Information.
8.3. Recipient will not, either during the term, or after the termination,
of this Agreement:
(a) disclose any Confidential Information to any third party; or
(b) use Confidential Information for its own advantage, other than
in the performance of this Agreement.
8.4. Contractor agrees not to disclose to any third party the nature or
content of the Work which Contractor performs for the Company
pursuant to this Agreement.
8.5. Recipient agrees to take all precautions necessary to safeguard the
Discloser's property, including, without limitation, Confidential
Information, that is in Recipient's knowledge or custody, or under
Recipient's control.
8.6. Contractor and the Company agree that certain information is not
Confidential Information (and, if not, Contractor shall have no
obligation with respect thereto) when any such information:
(a) is in or enters into the public domain through no wrongful act
of Recipient; or
(b) is rightfully received from a third party without restriction
and without breach of this Agreement; or
(c) is approved for release by written authorization of the
Discloser; or
(d) is disclosed pursuant to the requirements of a governmental
agency or by operation of law; or
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(e) is already in Recipient's possession as evidenced by its records
and is not the subject of a separate nondisclosure agreement.
8.7 If Recipient or any of Recipient's employees, or legal counsel to whom
recipient discloses Confidential Information pursuant to this
Agreement becomes legally compelled to disclose any Confidential
Information, The Recipient agrees to provide the discloser with prompt
notice thereof so that they may seek a protective order or other
appropriate remedy and/or waive compliance with the provisions of this
Agreement. If a protective order or other remedy is not obtained, the
Recipient shall furnish only that portion of the Confidential
Information which is legally required and shall cooperate in any
action reasonably taken by the Discloser to seek to obtain other
reliable assurance that confidential treatment will be accorded such
Confidential Information. As between the parties hereto, the
provisions of this Section 8 shall supersede the provisions of any
inconsistent marking that may be affixed to said data by the
discloser, and the inconsistent provisions of any such marking shall
be without any force or effect.
9. OWNERSHIP OF MATERIALS
9.1. [****]
9.2. Contractor agrees not to install or use any proprietary software of a
third party on the Company's computer system, premises or other
tangible property unless Contractor has obtained, in writing, the
software owner's permission or license to do so and the Company's
written agreement to do so.
9.3 Company and Contractor shall each retain ownership of, and all right,
title and interest in and to, their respective, pre-existing
intellectual property including, but not limited to: (a) patentable
and unpatentable discoveries, and ideas, including, but not limited
to, methods, techniques, "know-how", concepts, or products
("Inventions") and (b) all works fixed in any medium of expression,
including copyright and mask work rights, and, except as set forth
herein, no license therein, whether express or implied, is granted by
this Agreement or as a result of the Services performed hereunder. To
the extent the parties wish to grant rights or interests in
pre-existing intellectual property beyond the rights granted pursuant
hereto, separate license agreements on mutually acceptable terms will
be executed.
****Represents material which has been redacted and filed separately with the
Securities and Exchange Commission pursuant to a request for confidential
treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
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9.4 Contractor at all times retains the right to use any general
"know-how", techniques, ideas, concepts, algorithms, or other
knowledge acquired or developed during the performance of this
Agreement, on behalf of itself and its future customers. Contractor
may perform the same or similar services for others, provided that any
Company confidential, proprietary or trade secret information is
treated in accordance with the parties' obligations of confidentiality
hereunder.
10. CONTINUITY OF PERSONNEL
l0.1 [****]
11. NON-SOLICITATION
11.1. The Company and Contractor mutually agree to refrain from hiring or
soliciting for hire any employee or Personnel of the other who is
assigned to the Work during the term of this Agreement and for a
period of three (3) months from the termination or expiration thereof.
11.2. Contractor also agrees that neither Contractor nor any entity or
other person affiliated with Contractor shall, directly or indirectly,
induce or permit, any employee of the Company to perform services of
any kind for Contractor, or any such entity or other person (whether
during such employee's normal working hours or otherwise), for which
such employee is compensated in any manner by Contractor, or such
entity or other person.
12. RELATIONSHIP OF THE PARTIES
12.1. The Company and Contractor acknowledge and agree that nothing herein
contained is intended to constitute them as employer/employee, joint
ventures or partners, it being their intention that Contractor is an
independent contractor. The Company acknowledges that the Personnel
employed by Contractor in performing the Work shall remain at all
times employees of Contractor, and Contractor shall remain solely
liable for all aspects of the employment of such persons including,
without limitation, recruitment, hiring, firing, training, promotion,
compensation, all F.I.C.A., payroll taxes and other deductions and all
premiums or payments made for Workers' Compensation coverage,
unemployment benefits or any other payments required by law to be made
by employers for or on behalf of employees.
12.2. In the event Contractor is organized as a corporation, Contractor
hereby represents that it currently employs and expects to employ
throughout the term of this
****Represents material which has been redacted and filed separately with the
Securities and Exchange Commission pursuant to a request for confidential
treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
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Agreement at least four (4) professional employees. In the event
Contractor is organized as a partnership, Contractor hereby represents
that it currently employs and expects to employ throughout the term of
this Agreement at least four (4) employees or that it is currently
composed of and expects to remain composed of throughout the term of
this Agreement, at least four (4) partners.
13. DISPUTE RESOLUTION
13.1. In the event of a dispute involving the interpretation or application
of any provision of this Agreement, the parties agree not to commence
litigation until they have first notified each other of their intent
to implement the terms of this Section after first having employed
their best efforts to jointly resolve such dispute. If the parties
cannot resolve their differences in such fashion within thirty (30)
days' of either party's receipt of such notice of the intent of the
other party to implement the terms of this Section, the following
alternative dispute resolution process (the venue of which shall be
New York, New York) shall be immediately implemented:
13.1.1. Upon written request of either party, the dispute will be
referred for negotiation to representatives of the parties who
have no direct operational responsibility for the matters
involved in the dispute and who have authority to resolve the
dispute.
13.1.2. If these representatives have not agreed on a resolution of
such dispute within ten (10) Business Days of its referral to
them, the dispute shall be promptly submitted to a neutral
adviser (the "Adviser") who shall be chosen from the list of
arbitrators registered with the American Arbitration
Association. The Adviser shall, within fourteen (14) days of
the submission, recommend, in writing, a procedure for
resolving the dispute and shall specify in such writing
whether such procedure shall be binding, non-binding or
involve a combination of binding and non-binding procedures.
13.1.3. If the parties do not mutually agree upon the process
recommended by the Adviser within ten (10) Business Days' of
their receipt of the Adviser's written recommendation, they
shall promptly convene a non-binding hearing (the
"Mediation"). The rules for the Mediation will be established
by the Adviser, after consultation with the parties.
13.1.4. If the dispute cannot be resolved, either through the
procedure recommended by the Adviser or through the Mediation,
within such period as the Adviser shall deem reasonable, the
Adviser shall, at the request of either party, certify to the
parties that the matter is incapable of resolution.
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13.1.5. No litigation may be commenced concerning the dispute until
the Adviser has certified in writing that the dispute is
incapable of resolution, provided that any party may commence
litigation (a) on any date after which such litigation could
be barred by an applicable statute of limitations; or (b) if
litigation is otherwise necessary to prevent irreparable harm
to the moving party.
13.1.6. Each party shall bear its own expenses in connection with
the alternative dispute resolution procedures set forth in
this Section, except that the parties shall split equally the
fees and expenses of the Adviser, including the costs
associated with any Mediation, and the fees and expenses of
any other person designated by the Adviser to assist the
parties.
13.2. All communications made in connection with the alternative dispute
resolution procedure set forth in this Section shall be treated as
communications for the purpose of settlement and as such shall be
deemed to be confidential and inadmissible in any subsequent
litigation by virtue of Rule 408 of the Federal Rules of Evidence,
as the same may be amended from time to time.
14. USE OF NAME
14.1. Contractor shall not use the name, trade name, service marks,
trademarks, trade, dress or logos of the Company (or any of its
affiliates) in publicity releases, advertising or any other
publication without the Company's prior written consent.
15. EQUAL EMPLOYMENT OPPORTUNITY
15.1. If this Agreement is subject to the requirements of Executive Order
8246, Section 503 of the Rehabilitation Act of 1973, or the Vietnam
Era Veterans' Readjustment Act of 1974, Contractor agrees to comply
with the equal employment opportunity clause set out at 41 CFR
60-1.4 and the requirements for affirmative action for veterans and
disabled persons set out at 41 CFR 60-250.4 and 60-741.4,
respectively, and to maintain, provide, and control facilities in
accordance therewith.
16. GENERAL
16.1. Assignment; Subcontractors. Contractor will not assign this
Agreement or any fees or amounts due to Contractor hereunder, in
whole or in part, without the Company's prior written permission.
Contractor shall not utilize any subcontractor or supplementary
provider in providing the Work without the Company's prior written
consent. The cost of any subcontractors and/or supplementary
providers employed by Contractor shall not be an Out-of-Pocket
Expense; and Contractor shall be solely responsible for such cost.
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16.2. Entire Agreement: Amendments. The provisions, terms and conditions
of this Agreement (including its schedules) represent the entire
agreement of the parties with regard to the subject matter of this
Agreement and supersede any prior oral or written matter not
included herein. No waiver, modification, change or amendment of any
of the provisions of this Agreement shall be valid unless in writing
and signed by the party against whom such claimed waiver,
modification, change or amendment is sought to be enforced.
16.3. Notices. All notices, requests, demands and other communications
required or permitted to be given hereunder shall be in writing and
shall be deemed to have been given (a) when received, if delivered
in person, or (b) when sent, if send by facsimile with receipt
confirmed, or (c) three (3) Business Days following the mailing
thereof, if mailed by certified first class mail, postage prepaid,
return receipt requested, in any such case as follows:
if to the Company:
Pfizer Inc.
Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention:
------------------------
if to Contractor:
Predictive Systems, Inc.
00 Xxxx 00xx Xxxxxx, 0xx xxxxx
Xxx Xxxx, XX 00000
Attention: Legal Department
16.4. Records. Contractor will make available all the Company related
contracts, copies, files, records, accounts and other documents and
materials in Contractor's possession or under Contractor's control
(except for files, records or documents relating to Contractor's
internal administration of the Company's account with Contractor)
for the Company's examination at any time, upon at least two (2)
business days' prior notice, during Contractor's regular business
hours during the term of this Agreement and for a period of one (1)
year after the termination of this Agreement.
16.5. Binding Effect. This Agreement shall be binding upon and shall inure
to the benefit of the Company and Contractor, their respective
successors and assigns; provided, however, that Contractor may not
transfer or assign its rights or obligations under this Agreement
without the prior written consent of the Company.
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16.5. Governing Law. This Agreement is to be construed and determined
under the laws of the State of New York, without giving effect to
the conflict of laws principles thereof.
16.7. Headings. The heading of this Agreement are inserted merely for
convenience and ease of reference and shall not affect or modify the
meaning of any of the terms, covenants or conditions of this
Agreement.
16.8. Year 2000. Contractor represents and warrants that Contractor's use
of software and hardware generally pursuant hereto, and specifically
in its performance of the Work, will be unaffected by the passage
of time for all calendar dates falling before, on, and after January
1, 2000 and February 29, 2000 and by spans of time including either
or both of these dates,
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first above written.
PFIZER INC. PREDICTIVE SYSTEMS, INC.
/s/ [****] /s/ [****]
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Signature Signature
[****] [****]
------------------------------ --------------------------------
Name Name
[****] [****]
------------------------------ --------------------------------
Title Title
12/20/02 12/23/02
------------------------------ --------------------------------
Date Date
****Represents material which has been redacted and filed separately with the
Securities and Exchange Commission pursuant to a request for confidential
treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
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SCHIEDULE A
Scope of Work:
[****]
Assignment of Personnel, and Fees Therefor:
Contractor's Personnel assigned to the Company to perform the Work shall
include:
Name. Daily Rate* Effective Date
----- ----------- --------------
[****]
*The daily rate, if specified, is for a seven (7) hour workday which excludes a
lunch period. If the Company requests that Contractor's Personnel work on an
overtime basis, such work will be paid at one-seventh of the daily rate for each
hour worked.
/s/ [****] [****]
--------------------- --------------- -------------------- -------------
Pfizer Inc. Date Contractor Date
****Represents material which has been redacted and filed separately with the
Securities and Exchange Commission pursuant to a request for confidential
treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
