"Advisory Board Letter Agreement inc GN - Non-EEA"
[Advisor’s name] [Date] [Advisor’s address] Dear Dr. [Professor/other title/name], Thank you for agreeing to serve as an advisor for the [name of the Advisory Board] (“Meeting”) arranged and sponsored by AstraZeneca Pharma India Ltd (“AstraZeneca”) to be held at [location] on [date] (or such other location and/or date as notified by AstraZeneca to you). This letter (the “Agreement”) describes your obligations in relation to the meeting. 1. SERVICES You will provide your professional input and expertise within the area of [relevant area]. In-depth discussions of the relevant topic will be conducted during the Meeting to allow AstraZeneca to gather important information from you and the other advisors ("Services"). All materials referencing AstraZeneca or any product of AstraZeneca or its competitors that you wish to use or present at the Meeting (“the Materials”) must be approved in advance by AstraZeneca and you agree not to present use or publish any Materials that have not been approved by AstraZeneca in this way. You have been selected to provide the Services because of your expertise in the relevant subject matter. You shall perform the Services using the highest professional standards and in compliance with all applicable laws and regulations. You will not subcontract or delegate the performance of the Services to any third party. Each of us has the right to terminate the Services and this Agreement at any time, but you will not be compensated for any Services that have not been delivered at the time that the Agreement is terminated. 2. PROTECTING OUR MUTUAL INTEGRITY We confirm your selection is not in any way, offered, promised or made as an incentive or reward for any past, present or future willingness to prescribe, pay for, reimburse, authorize, approve, supply or use any products or services sold or provided by AstraZeneca, or to obtain or retain business, or to gain any other business advantage for AstraZeneca. You confirm that you shall not offer or give anything of value to any person or business to obtain improper advantage for AstraZeneca or receive or agree to receive anything of value from any person to secure an improper advantage to such person in connection with any business dealing. You confirm that attending the Meeting and providing the Services in accordance with this Agreement will not cause you to breach your employment contract or any of your employer’s policies. 3. COMPENSATION FOR SERVICES AND EXPENSES AstraZeneca will pay you a fee of INR [insert amount], inclusive of all applicable taxes, for the Services once those Services have been completed, and will pay your reasonable expenses incurred in connection with the Meeting, upon presentation of valid receipts ("Expenses") as follows: Accommodation: Your hotel accommodation, (if any) for the Meeting will be arranged for and paid directly by AstraZeneca directly. Incidental expenses, such as in-room movies, will be CORPORATE & REGD OFFICE: AstraZeneca Pharma India Ltd, ‘Avishkar’, PB No. 2483, Off Bellary Road, Hebbal, Bangalore – 560 024 Advisory Board Agreement template.v.1.0 your responsibility. If you choose not to stay in the allocated accommodation named above, AstraZeneca is not responsible for paying for alternative accommodation. Travel: Your travel [flight ticket in economy class], (if required) will be arranged for and paid directly by AstraZeneca. AstraZeneca will also reimburse you for other reasonable and necessary travel expenses associated with your participation in the respective Meeting such as airport transfers expenses. Meals: AstraZeneca shall pay for the reasonable cost of your meals during the Meeting. If AstraZeneca conducts a group meal meeting and you choose not to attend, AstraZeneca shall not reimburse the cost of your alternative meal. You agree that AstraZeneca shall determine the requirement of Hotel and/or Travel requirements based on the respective Meeting during the Term. Any additional expenses related to upgrades or travel or meal expenses shall be your responsibility and shall not be provided or reimbursed by AstraZeneca. All payments under this Agreement will be made only by bank transfer. AstraZeneca may be required by relevant tax authorities to withhold certain amounts from any payments to you to comply with local tax laws, but with the exception of such deductions, you are solely responsible for any and all tax obligations with respect to payments made to you under this Agreement. You confirm that the amount paid by AstraZeneca under this Agreement is reasonable compensation, representing fair market value, for the Services and that you have not received any other compensation in connection with this Agreement. 4. USE OF INFORMATION AND MATERIALS Although you may use information and materials received from AstraZeneca for the purpose of providing the Services in accordance with this Agreement, you will otherwise respect all of AstraZeneca’s rights in such information and materials, keep them confidential at all times and not use them for any other purpose. All rights in the information and materials generated or created exclusively and specifically for AstraZeneca in connection with the Services, including all intellectual or other proprietary rights, shall belong exclusively to AstraZeneca and you agree to assign all such rights to AstraZeneca or its nominee. 5. PRIVACY You agree that we may use your personal data for the purposes of this Agreement for the processing and monitoring of any fees and expenses, and in order for us to comply with any legal or regulatory obligations or transparency requirements that apply to AstraZeneca’s activities anywhere in the world. 6. CONFIDENTIALITY DECLARATION You agree to keep secret and confidential all written and verbal trade secret, proprietary and confidential information to which you may have access in respect of AstraZeneca’s manufacturing and commercial interests and its development and research activities (“Confidential Information”). You agree not disclose the Confidential Information to any third party nor will you use the Confidential Information for any purposes other than in connection with my participation in the above Advisory Meeting. In particular, you will bear this in mind during any subsequent contacts which you may have in a research, advisory, industrial or commercial context. You will return to AstraZeneca on request all documents and other tangible items supplied by AstraZeneca which bear or incorporate the Confidential Information. The obligations of confidentiality and non-disclosure contained in this Declaration will continue for a period of 10 years from the date of that any such Confidential Information is provided to me. The above obligations will not apply to information which you can show is in, or has become part of the public domain other than as a result of a breach of this Declaration or was in your written records prior to its disclosure or is required to be disclosed under any applicable law, or by order of a court or governmental CORPORATE & REGD OFFICE: AstraZeneca Pharma India Ltd, ‘Avishkar’, PB No. 2483, Off Bellary Road, Hebbal, Bangalore – 560 024 Advisory Board Agreement template.v.1.0 body or authority of competent jurisdiction provided that, to the extent legally permissible. You will give AstraZeneca sufficient prior notice of such disclosure to allow AstraZeneca to take precautionary measures. This Declaration shall be governed by the laws of India. If you agree with the terms set out in this Agreement, please sign below to confirm our agreement and return to AstraZeneca. Yours Sincerely, Acknowledged, agreed and confirmed: By: V.P.-Medical & Regulatory Insert Advisors Name: AstraZeneca Pharma India Ltd. Date: Date: CORPORATE & REGD OFFICE: AstraZeneca Pharma India Ltd, ‘Avishkar’, PB No. 2483, Off Bellary Road, Hebbal, Bangalore – 560 024 Advisory Board Agreement template.v.1.0