SPEAKER AGREEMENT
Please fill in each “blank.” If there is no information for a blank, please enter “N/A.”
Speaker must initial the lower right-hand corner of each of page.
THIS SPEAKER AGREEMENT ("Agreement") is effective on
(the “Effective Date”) and is by and
between Philips Healthcare, a division of Philips Electronics North America Corporation, having a place
of business at 3000 Minuteman Drive, Andover, MA 01810, ("Philips") and
having a place of
business at
("Speaker").
1. Services. Speaker shall to the best of his/her abilities provide to Philips the services as described
below (the “Services”).
a) Description of topic, content: Speaker will
b) Location:
c) Date:
Start time:
End Time:
2. Capacity and Duties. In performing the Services, Speaker is acting as an independent contractor, and
not as an agent or employee of Philips. No other relationship is intended or created between the
parties.
3.
Payment and Reimbursable Expenses. In consideration of the Services, an honorarium in
the amount of $
will be paid. Upon presentation of the original invoices and receipts, Philips
shall reimburse Speaker for his/her reasonable out of pocket expenses in connection with the
Services. Such expenses shall not to exceed $
and shall be limited to those outlined in the
attached “Expense Reimbursement - Philips Healthcare Guidelines for US Health Care Providers.”
4. Invoicing. Speaker will invoice Philips and, to the extent such invoices are not subject to a good faith
dispute, invoices will be due and payable within sixty (60) days from end of the month when the
invoice is received.
5. Electronic Payment. Philips has implemented full Electronic Funds Transfer of payments to all
vendors. Please supply us with the following information by writing clearly in the boxes below.
Site Accounts Receivable Information:
Site name:
Phone:
Accounting Contact:
Contact Email:
Contact Telephone:
Contact Fax:
Banking information for payment:
6.
Acct Holder:
Acct#:
Bank Name:
Routing Transit #:
Bank Street
SWIFT CODE#:
Bank City/State/Postal Code:
Tax ID #:
Bank Country:
IBAN #
Disclosure of Affiliations. To facilitate compliance with legal and ethical requirements,
Speaker will disclose his/her healthcare provider affiliations and, if applicable, his/her professional
licensing credentials including licensing state and ID number.
a) Affiliations:
b) Physician State License:
Rev. 12-2011
Page 1 of 4
Speaker’s Initials: _________
7. Compliance. Speaker understands that Philips subscribes to the codes of ethics of the Medical
Imaging & Technology Alliance (MITA) and the Advanced Medical Technology Association
(AdvaMed) and Speaker agrees to abide by said codes of ethics with respect to this Agreement. See
www.medicalimaging.org and www.advamed.org. Speaker shall perform the Services in
compliance with all applicable laws and regulations and in compliance with applicable Philips
policies. Speaker acknowledges that Philips may disclose or report certain details and terms of this
Agreement including the Services and expenses to (i) the U.S. federal government pursuant to the
applicable transparency provisions under the Patient Protection and Affordable Care Act of 2010,
codified at 42 USCS § 1320a-7h, and any regulations and amendments thereto; and (ii) various state
agencies based on applicable reporting laws and regulations.
8. Speaker certifies the following:
a) I have disclosed this arrangement for Services to my employer and have the full and complete
permission of my employer to perform Services and receive payment and/or reimbursement;
b) I am not or have ever been suspended or debarred from contracting activity with any corporate
entity or any municipal, state or federal entity and my license to practice medicine or nursing
has not be revoked or suspended and is still active;
c) I am not currently the subject of an investigation or proceeding to exclude me as a provider
under Medicare or Medicaid or under any other federal or state health care program, nor am I
currently excluded or debarred from submitting claims to Medicare or Medicaid or any other
federal or state health care program;
d) I have not been convicted of and am not presently indicted for any felony criminal charge;
e) I will maintain non-public information relating to Philips that I obtain or learn in connection with
my presentation confidentially, and will not disclose such confidential information without prior
written approval from Philips;
f) I will not use Philips’ name or mark without prior written permission from Philips;
g) In providing any Services hereunder, I will avoid discussing applications of any Philips medical
device or software that are inconsistent with the labeling for that device or software (“off-label
use”); and
h) I enter this agreement willfully and have read and understand the entire agreement and its
benefits and implications.
Taken together, the Speaker Agreement and the attached “Expense Reimbursement - Philips Healthcare
Guidelines for US Health Care Providers” these items describe the entire terms of this Agreement.
AGREEMENT AND ACCEPTANCE:
Philips Healthcare, a division of Philips
Electronics North America Corporation:
Speaker:
By:
Name:
Title:
Date:
By:
Name:
Date:
Rev. 12-2011
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Speaker’s Initials: _________
Expense Reimbursement
Philips Healthcare Guidelines for US Health Care Providers
Statement of Purpose
This Philips Healthcare Expense Reimbursement Guidance for US Health
Care Providers (“Expense Reimbursement Guidance”) provides the
framework for the reimbursement of expenses to any U.S health care
provider (“HCP”) who incurs business expenses on Philips’ behalf (such
as travel, meals, lodging, and office administrative expenses). This
Expense Reimbursement Guidance is intended to ensure that Philips’
expense reimbursement to U.S. HCPs is consistent with the Philips
Healthcare Code of Conduct on Interactions with US Health Care
Providers, the Philips Global Travel and Expense Policy for External
Resources, and the Philips General Business Principles. This Expense
Reimbursement Guidance is incorporated into and a part of the Philips
Healthcare Guidance on Documenting Fair Market Value (“FMV”) for
Agreements with US-Based Health Care Providers. For purposes of this
Expense Reimbursement Guidance, the term “health care provider” or
“HCP” is defined very broadly to cover any person or entity involved in
the provision of health care services or items to patients, which
purchases, leases or recommends, uses, or arranges for the purchase or
lease, of Philips medical technologies in the USA. All existing and
potential Philips Healthcare customers located in the United States are
considered HCPs. Examples of HCPs include: (i) a United States-based
physician, nurse, technician, or other clinician, hospital, clinic, group
practice, nursing home, Durable Medical Equipment (DME) supplier, and
(ii) an employee of an HCP.
Applicability
This Expense Reimbursement Guidance applies to any payments for
expense reimbursement Philips Healthcare may make to an HCP. This
Expense Reimbursement Guidance is applicable to all Philips employees
who authorize, approve, pay, or otherwise provide expense
reimbursement to HCPs.
General Reimbursement Guidelines
To reimburse any HCP’s business expenses, Philips must have a written
agreement with the HCP that obligates Philips to so reimburse the HCP.
Philips assumes no obligation to reimburse HCP’s for expenses that are
not in compliance with this guidance.
Company policy is to reimburse service providers for reasonable, modest
and necessary expenses incurred when performing authorized business
activities on behalf of Philips, provided these expenses remain within the
applicable Philips policies, such as the Philips Travel and Expense Policy
for External Resources and the Philips Healthcare Code of Conduct on
Interactions with US Health Care Providers. Consequently, all expense
reimbursement must be consistent with a permitted business objective,
accomplished in a timely, cost-effective manner, and be well
documented in advance in a written agreement with the HCP.
In general, business and other meetings with service providers should be
conducted using telephone conference calling, e-mail web casting, video
conferencing (Connect Meeting), or other non-face-to-face meeting
methods when possible and appropriate for the business objectives.
Philips negotiates volume-based discounts with hotels, airlines, and car
rental companies. If making travel arrangement for a U.S. HCP, as a
method of reimbursement, employees should strive to use the Philips
preferred suppliers to the extent possible, as this allows the company to
manage its travel program for the purpose of future volume driven
negotiations worldwide.
The HCP is responsible for the cancellation of existing reservations.
Cancellations can be done through the designated travel agency or by
contacting the supplier directly. The HCP will be responsible for
cancellation fees such as hotel no-show charges, which might result if
failing to cancel the reservation timely.
Rev. 12-2011-BT/LGL
Upon request by Philips, the HCP will be subject to an expense audit
conducted by Philips, a certified public accounting firm, or a specialized
audit/verification firm that is qualified to conduct a line item audit on
the HCP’s books and records pertaining to expenses that Philips has
reimbursed, as more fully described below.
Specific Reimbursement Guidelines
1. Travel
(a) Air Travel Class of Service Two –Step Analysis
Step one: On a worldwide basis, throughout the US Philips organization:
Economy class
Exceptions will only be allowed for:
HCPs at a level within their own organization which is equivalent to
Philips Executives level 1 or above may travel business class when
travelling:

Intercontinental flights (Including South America to/from North
America) and one way flying time exceeds 6 hours; or

When travelling within the Asia/Pacific region
In cases where it is difficult to determine an HCP’s job level equivalence
to a Philips Executive level, a second analysis should be made to
determine class of travel:
Step two: If the HCP would be permitted under HCP’s organization’s
own travel policy to travel business class travel outside of the US and the
HCP organization certifies in writing to Philips that the HCP would travel
business class under the same circumstances as part of their standard
policy, business class for the HCP would be permitted. However, if no
written certification is received, then travel automatically defaults to
economy class.
Exceptions to the above require:
i.
Written request (which includes the reason for granting the
exception) sent the top executive for the business involved
(General Manager for Business Units, for example);
ii.
Written approval from the top executive; followed by
iii.
Written approval by your local legal counsel.
(b) Foreign Travel
Reimbursable expenses must be reported in U.S. currency. The
exchange rate applicable at the time of the trip (as applied to charges on
the HCP credit card, or as posted in the Wall Street Journal) should be
used in converting expenses to U.S. dollars.
(c) Travel Duration
Travel expenses may be reimbursed or paid for by Philips only for the
time necessary to complete the business reason for travel. For example,
we may not extend an HCP’s trip over a weekend, when the scheduled
business concludes on Friday, even if there is no difference in price.
If a scheduled trip is completed early, the HCP should return no later
than the next business day. HCP’s who wish to extend their stay will not
be reimbursed for incurred expenses thereafter, including any costs
associated with extending the flight travel dates, hotel, meals, other
transportation, etc. If a scheduled trip needs to be extended, the HCP
must notify the budget holder/project manager for approval. The HCP
may then make the necessary arrangements to extend the trip.
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Speaker’s Initials: _________
Per Diem rates based on destination cities:
(d) Car Rental
City
Reimbursement Rate
Cars should be rented only in the HCP’s name, or in the HCP’s company
name. Car rentals should only be used when other means of
transportation are unavailable, more costly, or impractical.
High cost
$50 for a full day
(NY, Washington DC Metro, San
Francisco, Philadelphia, Honolulu, San
Diego, New Orleans, Las Vegas,
Miami, Chicago, Los Angeles, Orlando)
$20 for a half day
All other
$40 for a full day
Car rental reimbursement guidelines:
City
Reimbursement Rate
(per day/excluding taxes)
All cities except NY
Not to exceed $50
NY City
Prior written approval required
$15 for a half day
Full day Per Diems are only assigned for overnight travel or for same day
travel where the workday is extended beyond normal working hours or
for travel days where more than four hours are worked.
Car rental insurance is recommended but not reimbursable.
Penalties associated with refueling are not reimbursable.
For every 4-member project team traveling as a group from the same
location, only one rental car is reimbursable.
4. Non-Reimbursable Expenses
Examples of non-reimbursable pass-through expenses include:
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(e) Personal Cars
Mileage will be reimbursed at the IRS prevailing rate. This rate covers
gasoline, operating and maintenance costs.
(f) Other Transportation
HCPs should use the most economical and reasonable means of ground
transportation. These include and are limited to taxis, airport/hotel
shuttle vans, rental car, personal car and public transportation.
Luxury limousines, black car services, and watercraft vehicles are not
reimbursable.
(g) Costs and Arrangements Spouses Philips shall not reimburse Speaker
for any costs and/or (travel) expenses for his/her spouse and/or family
members, traveling to or from the Event and with or without Speaker.
2. Lodging
(a) Short-Term Lodging (Less than 30 days)
Short-term lodging reimbursement guidelines:
City
Rate (per night
/excluding taxes)
Andover, MA
$120
Moderate cost (not on high cost list or NY)
$150
High cost
$200
5. Expense Audits
(Washington DC Metro, San Francisco,
Philadelphia, Honolulu, San Diego, New
Orleans, Las Vegas, Miami, Chicago, Los
Angeles, Orlando)
NY City
$300
(a)
Upon request by Philips, the HCP will be subject to an expense
audit conducted by Philips, a certified public accounting firm or a
specialized audit/verification firm that is qualified to conduct a line
item audit on the HCP’s books and records pertaining to expenses
that Philips has reimbursed.
(b)
Except for unanticipated expenses, receipts are not required for
the payment of invoices. However, HCPs must make receipts
available upon demand for up to two years in arrears.
(c)
Philips will bear all costs associated with such audit. However, if an
expense audit reveals that HCP has mischarged, overcharged, or
submitted duplicate expenses in excess of 5% of total expenses
reimbursed, then the HCP will reimburse Philips for the cost of the
audit as well as the recovery of the overcharges. If the audit
findings are less than 5%, then Philips is entitled only to the
recovery of the overcharges.
The HCP agrees that no administration fees will be applied for the
HCP’s time spent gathering and sending requested receipts and
documentation.
Philips will provide reasonable notice in
requesting and audit.
The audit will examine all aspects of expense reimbursement per
the terms agreed to including:
(b) Long-Term Lodging (30 days or more)
For eligible HCPs who are on assignment for four (4) nights a week for a
period of thirty (30) days or more are required to use long-term lodging
arrangements. Long-term lodging reimbursement guidelines:
City
Andover, MA or surrounding area
Rate (per night
/excluding taxes)
(d)
Up to $80
3. Meals & Incidentals
A Per Diem is defined as the daily allowance that Philips pays in lieu of
itemized expenses. The intention of the Per Diem is to cover daily meal
costs and any other incidentals. Per Diems generally apply to long-term
arrangements. Provisions for Modest Meals Associated with Health Care
Provider Business Interactions may be found in the Philips Healthcare
Code of Conduct on Interactions with U.S. Health Care Providers and are
different from the per diem restrictions in this guidance. There may also
be applicable state and government restrictions.
Rev. 12-2011-BT/LGL
Administration fees
Air phone usage
Child care fees
Dry cleaning/laundry
Health club fees
Indirect expenses
Insurance on personal property
Late fees on credit cards
Life insurance
Loss of personal funds or property
Maintenance of hardware/software
Mark-ups
On-site administration fees
Overhead allocations
Pay TV movies or other entertainment
Personal phone calls
Traffic violation/parking tickets
Unsubstantiated estimated expenses
(e)
i.
ii.
iii.
All Philips invoice line item expense charges
All of the HCP’s third party vendor invoices (above $25)
All Philips invoice expense payments
(6) Internal audit requirements may be subject to change at the
Page 4 of 4
written request of Philips.
Speaker’s Initials: _________