PLEASE NOTE:
All yellow fields are to help you fill in this template. Please make sure you fill in all
relevant information, no yellow areas remain in the final agreement and remove this
information box.
For all cross border services please provide the completed “International HCP
Engagement Request Form” to the Legal Department. This Agreement may only be
signed after local approval of all affected countries to ensure adherence to local laws
and codes.
Ensure this Agreement is signed by two authorized persons from RDAP.
SPEAKER SERVICES AGREEMENT
between
Customer name
Title
Name of laboratory
– hereinafter referred to as (“Customer name”)–
and
Roche Diagnostics NZ Ltd
15 Rakino Way
Mt Wellington 1060
PO Box 62089, Sylvia Park 1644
Auckland
New Zealand
– Hereinafter referred to as “ROCHE” –
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1.
scope of the Speaker Services
1.1
Customer name has special expertise in the field of ………………………….. Customer
name shall render to ROCHE speaker services regarding ……………………….. The
speaker services shall include the following:
a)
Customer name will give a speech/ppt concerning “Title of Presentation” on
(date & month) at the Roche User Group Meeting, Taupo, New Zealand
b)
Customer name will provide ROCHE for ROCHE’s free and unrestricted future
use with a PowerPoint presentation of the speech and any presentation used during
the speech, which will be handed over to ROCHE as a .pdf or .ppt file by date……
at the latest
1.2
The manager of the dept. of Customer name has been properly informed about the
carrying out of these speaker services by Gane and has approved them.
1.3
Any speaker services under this Agreement are rendered independently from any
possible sale and purchase agreements between ROCHE and Customer name’s
employer. Nothing herein shall be an inducement for Customer name or his employer
to recommend, prescribe, purchase, supply, sell or administer a particular product of
ROCHE. Customer name herewith confirms that the subject matter of the Agreement
and any consideration and compensation is in compliance with applicable laws and
standards, that all required approvals by Customer name’s employer, if any, are
obtained and that there is no conflict of interest which would prevent Customer name
from entering into this Agreement.
1.4
Customer name shall perform the speaker services under this Agreement in person as an
independent consultant without becoming an employee of ROCHE.
1.5
Contact person within ROCHE is: Lara Hashimoto (lara.hashimoto@roche.com )
2.
REMUNERATION
2.1
For the speaker services conducted by Customer name hereunder, ROCHE shall pay
(NZD xxx) honorarium as a fixed price.
2.2
Travel expenses of Customer name require the prior written consent of ROCHE (list if
applicable)
Any other expenses in connection with or during the event shall be Customer name’s
responsibility unless and to the extent ROCHE expressly agreed in advance in
writing to reimburse such expenses and only if ROCHE is provided with original
receipts for such expenses.
2.3
The remuneration will be paid after services are rendered by Customer name and within
thirty (30) days after receipt of an appropriate invoice to the following bank account:
Customer name shall refer in the invoice to the purchase order number contained in the
purchase order of ROCHE.
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2.4
It is the Parties’ common understanding that Customer name shall be responsible for
any taxes on any payment or benefit in kind received under this Agreement including
without limitation any necessary declarations.
3.
CONFIDENTIALITY AND PUBLICATIONS
3.1
Customer name shall not publish and hold in strict confidence any information, data,
documentation and materials either received from ROCHE or created under this
Agreement (“Confidential Information”) without the prior written consent of
ROCHE.
3.2
Exempted from such obligation shall be Information which Customer name can prove a)
was fully in Customer name’s possession prior to receipt from ROCHE; or has been
independently developed as shown by respective documents; or b) was in the public
domain at the time of receipt from ROCHE; or c) was lawfully received from some
third party having a right of further disclosure; or d) is required to be disclosed by
law or applicable government regulations.
3.3
As the Roche Group adheres to a multitude of global, regional and local codes of
conduct and best industry practices and standards, the Roche Group is collecting data
of any arrangements similar to this Agreement in an internal register and reserves its
right to disclose information regarding the subject matter of this Agreement including
any consideration and compensation, including the amount or value, the recipient, the
purpose and the date of the support, where and when ROCHE deems appropriate.
4.
TERM
4.1
This Agreement shall come into force after signature of both parties.
4.2
Any obligations regarding confidentiality, transfer of intellectual property or publication
shall be effective for ten (10) years after the effective date.
5.
MISCELLANEOUS
5.1
If any provision of this Agreement is or becomes invalid or unenforceable, the validity
of the remainder of this Agreement shall not be affected thereby.
5.2
The termination, any changes or amendments including the waiver of any provisions are
effective only if made in writing. The waiving of the requirement for the written form
must likewise satisfy such form.
5.3
Customer name may not transfer or assign this Agreement in whole or in part to a third
party without the prior written consent of ROCHE.
5.4
ROCHE is entitled to assign this Agreement on whole or in part as well as rights and
obligations under this Agreement to its Affiliates. Affiliate means (i) an organization,
which directly or indirectly controls ROCHE, (ii) an organization, which is directly
or indirectly controlled by ROCHE, (iii) an organization, which is controlled, directly
or indirectly, by the ultimate parent company of ROCHE. Control as per (i) to (iii) is
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defined as owning fifty percent or more of the voting stock of a company or having
otherwise the power to govern the financial and the operating policies or to appoint
the management of an organization. For the purpose of this Agreement, Chugai
Pharmaceutical Co., Ltd, 1-1, Nihonbashi-Muromachi 2-chome, Chuo-ku, Tokyo,
103-8324, Japan ("Chugai"), shall not be deemed an Affiliate of ROCHE, unless
ROCHE opts for an inclusion of Chugai, by giving written notice to the other party.
5.5
This Agreement shall be governed and construed in accordance with the laws of New
Zealand. The parties agree to the exclusive jurisdiction of the competent courts in
Zealand.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
duly authorized officers on the following date.
…………………………..
New Zealand, (Date)
Roche Diagnostics NZ Ltd
_______________________________
Lara Hashimoto
General Manager
Roche Diagnostics New Zealand Ltd
_____________________________
Customer’s name
Customer title
Name of laboratory
_________________________________
Arvin Sharma
Compliance Officer & Finance Manager
Roche Diagnostics New Zealand Ltd
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