Consultant is hereby retained by Spero to perform the following consulting services (the “服務”): to advise Spero on Commercial, Medical Affairs, Business Development and general operational and strategic matters.
B.
Consultant shall perform the Services personally, without resort to any delegate or assignee without the prior written permission of Spero, and in conformity with generally accepted professional standards.
2.
Representations, Warranties, and Covenants. Consultant represents and warrants:
A. Consultant has no authority (and shall not hold himself/herself out as having authority) in his role as Consultant to bind Spero without prior written authorization.
B. Consultant (i) has disclosed to Spero any potential conflict of interest in connection with the provision of Services hereunder; (ii) is not under any existing obligation that is inconsistent with this Agreement or would restrict or conflict with the performance of Consultant’s obligations hereunder; and (iii) shall promptly disclose to Spero any such conflict that may arise during the term of this Agreement. In the event that any conflict of interest arises, Spero, as it deems necessary, shall have the right to terminate this Agreement and/or require Consultant to refrain from performing any portion of the Services related to the conflict of interest. Nothing in this Section shall be construed so as to relieve Consultant of any of his/her obligations under this Agreement.
C. That the terms of this Agreement do not violate the terms of any other contractual or legal obligations Consultant may have or any policies of any institution with which Consultant is associated or employed.
D. Consultant is not affiliated with the U.S. Department of Veterans Affairs, the National Institutes of Health or any other federal, state, or local government institution, or, if Consultant is so affiliated, Consultant has provided a signed acknowledgement form of an authorized official from said institution before executing this Agreement.
E. Consultant will comply with all applicable laws with respect to the Services performed under this Agreement including without limitation, and as applicable, the Federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)); the Stark Law (42 U.S.C. § 1395nn), the False Claims Act (31 U.S.C. §§ 3729 等。.); the federal Physician Payments Sunshine Act (42 U.S.C. § 1320a-7h); the Health Insurance Portability and Accountability Act of 1996, the Foreign Corrupt Practices Act of 1977, and the OECD Convention on Combatting Bribery of Foreign Public Officials in International Business Transactions; any amendments to and regulations promulgated under all of the foregoing laws; and all comparable state and local laws applicable to the Services.
F. Consultant will not use the facilities, equipment, materials, funds, resources or proprietary information owned or operated by any hospital university or other third party (“第三方”) or located on
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Third Party’s premises. Consultant will not engage or employ students or researchers or other employees of a Third Party to perform the Services.
G. Consultant has disclosed, or shall disclose in writing prior to executing this Agreement, to any formulary or clinical practice guidelines committee upon which Consultant may sit that Consultant is being compensated by Spero for Services.
H. 顧問根據1992年修訂的美國通用藥品執法法案條款335a(a)和(b)未受到禁止。 顧問還表示並保證，顧問未在聯邦醫療保健計劃（定義在42 U.S.C.第1320 a-7b(f)條款中），包括但不限於聯邦醫療保險或州醫療補助計劃，或被任何聯邦機構或計劃禁止，暫停，或排除。 顧問同意在顧問被禁止，暫停，被排除，或受到其他處罰，或收到此類行動通知時立即通知Spero。
獨立承包商. Spero and Consultant agree that Consultant’s status under this Agreement shall be that of an independent contractor and that Consultant is not an agent or employee of Spero under this
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Agreement. Consultant acknowledges and agrees that Consultant is not entitled to any benefits, coverages, or privileges, including, without limitation, social security, unemployment, medical or pension payments, paid time off, tax withholding or other benefits routinely provided to employees.
7.
條款與終止.
A.
The term of this Agreement shall commence on the Effective Date and subject to earlier termination in accordance with this Agreement, shall continue until the four-month anniversary of the Effective Date, when it will automatically expire.