LifeSci Hub

EP PROFESSIONAL SERVICES AGREEMENT v1.23

This Agreement for EP Professional Services (“Agreement”) is entered into on the Effective Date of ____________, by and between  LIFESCIHUB, LLC,. a DE corporation located at 24 Pearsall Street, Babylon, NY  11702, and __________________________________________________, a ______  (State) corporation/limited liability company/partnership located at_________________________________________, hereafter referred to as “EP”, subject to the terms and conditions herein.

1. Definitions

1.1. LifeSciHub Open Talent Platform.  (“Platform”)

1.2. EP:  Expert Provider.  Entity providing temporary expertise to Hiring Entities via the Platform.  (“EP”)

1.3. HE:  Hiring Entity.  Entity that finds and utilizes EP via the Platform. (“HE”)

1.4. Services:  Services are any and all project work performed by the EP for the HE under the terms of this agreement, and as described in any associated Statements of Work (“SOW”).

2. Expert Provider Responsibilities

2.1. EP desires access to LSH platform and represents that it has the legal standing to create an account, as outlined in the User Terms and Conditions agreement on the site.  Upon creating an account on LSH, EP agrees to abide by all terms and conditions specified therein including the provisions around appropriate and prohibited content.  EP understands that LSH reserves the right to close any account with prohibited content.

2.2. EP creates a profile and represents all claims made to expertise are valid and truthful.  EP bids on projects posted and agrees that any bids accepted represent exact terms for projects, and that no negotiation of rates or payments attempted after a submitted bid/proposal is received will be considered valid, and that attempting to modify a bid after it is submitted and accepted are terms for dismissal from the Project and possibly LSH Platform.

2.3. EP agrees to time and expense tracking requirements per Exhibit B and understands that lack of timely compliance with LSH time and expense tracking requirements will delay or prevent payment for services regardless of work product delivery, and possible dismissal from the Project and LSH Platform.

2.4. For any Hiring Entities introduced to EP by the Platform, whether or not work is actually performed by EP, EP agrees to not solicit business directly from that HE for a period of one year after completion of the engagement or the most recent introduction of the EP to the HE, whichever comes first.

2.5. For any additional work or projects required by Hiring Entities, such as in the case of work extending additional hours or requires additional resources, for clients and projects introduced to the EP by the Platform, whether or not work is actually performed, EP agrees to utilize the Platform for the additional work and any additional resources recommended to the client by the EP.

2.6. EP will maintain adequate insurance, including professional liability insurance and any other insurance which LSH and HE reasonably may require.  Upon request, EP will promptly furnish LSH and/or HE with certificates of insurance showing such coverage.

3. LifeSciHub Services and Responsibilities

3.1. LSH operates an online marketplace which enables users to perform tasks including but not limited to:

3.1.1. EP users to: create profiles describing their skills and expertise; search active projects related to their skills and experience; bid and propose on projects; negotiate, get hired for work and paid for work.

3.1.2. HE users to: post projects that define the scope of work and expertise required;  easily locate experts that fit project requirements; review ratings associated with the EPs; invite EPs to bid; receive and select bids and  proposals from EPs; negotiate, hire and pay EPs.

3.1.3. LSH provides services to its users, both the EPs and Hiring Entities, including but not limited to hosting and maintaining the site, enabling certain project activities and resolving any disputes that may arise in connection with the Platform.

3.2. LSH is a technology Platform and not an employer of the EPs on its network.  LSH does not supervise, direct or control the EPs on the Platform. It offers no employment-related benefits, statutory or otherwise. It will not provide Worker’s Compensation Insurance or assume responsibility for withholding and payment of applicable taxes, unemployment insurance, social security, state disability and any other payroll costs typically required for employees.

3.3. LSH has a contract with its Hiring Entities that specifies the client terms and relationship and advises the HE of their responsibility to independently search, select and negotiate with LSH EPs.

3.4. LSH handles all billing for EPs and LSH fees.  LSH is not a party to the SOW between HE and EP.  However, LSH fees include LSH compensation for services provided.

4. Payments

4.1. Each month, upon satisfactory completion of EP’s obligations, EP will submit an invoice for Services provided in the preceding month at the rates and subject to the scope, terms, limitations and procedures set forth in Exhibits A, B and C, the SOW, the time and expense tracking requirements and LSH Fee Structure, respectively.

4.2. Travel, Out-of-Pocket and other Pass-Through Costs and/or Third-Party Expenses:  Should there be a provision in the SOW and upon satisfactory completion of EP’s obligations, EP will submit, with the appropriate service invoice, any reasonable Travel, Out-of-Pocket, and other Pass-Through Costs and/or Third-Party Expenses (“Expenses”) incurred as a result of performing any Services during the previous month.  In the absence of a HE policy, LSH will use its policy, provided that reimbursement has been approved in advance in writing by HE.

4.3. During the term of this Agreement, LSH and/or HE shall not be obligated, under any circumstances, to pay for, or keep in effect, any hospitalization, health, life or other insurance for the benefit of EP, to pay any employment or similar taxes, to make any tax withholdings or to provide any benefits that LSH or HE provides to its employees.  All payroll and employment taxes, insurance and benefits, including, without limitation, any taxes imposed by the Self Employment Contribution Act, any state worker’s compensation insurance coverage requirements and any U.S. immigration visa requirements, shall be the sole responsibility of EP and EP will indemnify and hold LSH and the HE harmless against the claims of any governmental taxing or other authority made in connection with the revenue or income derived by the EP under this Agreement.

4.4. Should the project transition to permanent employment a fee of 25% of annual salary is payable to LSH by HE.

4.5. Unless otherwise specified by the hiring entity, LifeSciHub will pay EP within 30 days of the invoice date.

5. Confidentiality

5.1. During the term of this Agreement, LSH and the HE may disclose Confidential Information belonging to LSH or HE(s) in any format (including but not limited to, written, oral, visual or electronic) to EP.  “Confidential Information” shall mean: (a) any and all information which provided or disclosed by LSH or HE(s), (b) the terms of this Agreement, (c) all information, reports and other similar documents generated as a result of the performance of the Services, (d) all reports, documents and work product created in connection with the performance of services for HE(s), (e) the nature of such information itself and/or the circumstances of such information’s disclosure reasonably indicates that such information is considered confidential.  Any Confidential Information received by EP will remain the exclusive property of the applicable HE or LSH.  Any such Confidential Information will only be used to perform Services of this Agreement.  EP agrees not to disclose any Confidential Information to any third party except as needed to perform the Services and only after receiving HE’s written consent and securing appropriate written agreements that will obligate any third party to the same level of care in safeguarding any Confidential Information.

5.2. EP’s obligation to maintain and to safeguard Confidential Information does not extend to any information that is:

5.2.1. known to the public or subsequently enters the public domain through no breach of this Agreement by the EP;

5.2.2. known by EP prior to first disclosure and can be confirmed by written records;

5.2.3. disclosed without obligations of confidentiality by any third party, not under a similar obligation of confidentiality; or

5.2.4. Required by a regulatory authority, other government agency or court of competent jurisdiction to be disclosed; provided that, to the extent reasonably possible, EP agrees to immediately notify HE of any such requests and to permit HE to coordinate the response to the request and, if needed, to seek a protective order to limit the scope of any such disclosure.  If EP is still required to disclose Confidential Information, the EP shall make best efforts to limit any such disclosure to the information needed to comply with the request.  Notwithstanding the above, the obligations of confidentiality and non-use under this Section shall continue to apply to such information for other purposes to the extent it is subject to confidential treatment or protective order.

5.3. Upon completion of the Services, the termination of this Agreement, or upon the request of applicable HE and/or LSH, EP shall immediately return all of the Confidential Information in EP’s possession.

5.4. EP acknowledges that any breach of Section 6 may cause HE and/or LSH irreparable harm and that the breach or threatened breach of any such provisions will entitle HE or LSH to injunctive relief or other appropriate equitable relief without the necessity of posting a bond or other security, in addition to any other remedies, at law or in equity, that may be available.

6. Ownership of Work Product and Inventions

6.1. EP agrees that all Work Product other than that which is addressed by section (6.1.1.) “Exceptions”, created by EP during the course of any LifeSciHub engagement in the context of providing services for HE shall be solely owned by HE and HE shall have the unrestricted free right to use such Work Product for any and all purposes in its sole discretion.  Work Product includes all tangible and intangible property, information, inventions, materials, documents, data, deliverables, improvements and discoveries conceived, developed or created in connection with the performance of the Services, including, without limitation, all technical notes, computer models, artwork, literature, methods, processes, software programs, content and photographs.  EP hereby assigns and agrees to assign, all its rights and interest in Work Product to HE, or at HE’s request, LSH.  EP shall promptly notify HE of all such Work Product.  EP shall perform all acts in the judgment of HE that shall be reasonably necessary to assign, secure or maintain HE’s rights in such Work Product, including, without limitation, written agreements which assign to HE all rights in such Work Product.  All costs to transfer ownership of Work Product from EP to HE and/or LSH, including reasonable professional fees and expenses, shall be paid by HE.  EP shall not use any third party intellectual property in the performance of the Services that may result in such third party having any rights in the Work Product.

6.1.1. Exceptions:  Exceptions to section (6.1) include any and all work product created prior to any LifeSciHub project or HE engagement, created for the purpose of being sold Commercially Off the Shelf (COTS).  However should HE purchase such products from EP, LSH fees as outlined in Exhibit C will apply.

7. Warranties and Representations

EP represents are warrants to LSH and HE that EP:

7.1. :possesses the required training, experience, and qualifications (including necessary licenses) and has the capability to fulfill in a competent and professional manner the services that will be performed under this Agreement and any associated Services.  EP shall perform the Services in accordance with applicable federal, state, and local laws, regulations, and guidelines in order to meet a high level of industry practices and principles for the conduct and management of clinical trials;

7.2. has not been and is not presently debarred pursuant to the Generic Drug Enforcement Act of 1992 (“GDEA”), (ii) has not been and is not presently debarred or excluded from participation in the Medicare Program, any state Medicaid program or any other Federal Health Care Program, (iii) has not been charged with, indicted for, or convicted of a criminal offense that would lead to debarment or exclusion under the GDEA, or from participation in the Medicare Program, any state Medicaid program or any other Federal Health Care Program, or (iv) has not been and is not under investigation by any government authority for debarment or exclusion action.  EP shall notify LSH immediately upon any inquiry or the commencement of any such investigation or proceeding or of any circumstance that would cause the warranty under this Section (7) to become false or inaccurate;

7.3. will adhere to all local and national rules and regulations, including but not limited to HIPAA, regarding the need to ensure that any personal data to which EP may be exposed is kept and remains confidential;

7.4. is under no obligation to any third party that would interfere with rendering to HE and LSH any Services as hereinafter described and will not to enter into any conflicting agreements during the term of this Agreement;

7.5. is not prohibited (or is not currently involved in any action which could result in such prohibition) by any applicable laws, regulations or ethical guidelines; from furnishing any Services;

7.5.1. from time to time during the term of this Agreement, shall permit LSH and/or HE representatives, during normal business hours and upon advance written notice to EP, to inspect EP’s offices and records in order to audit EP’s compliance with the terms of this Agreement.  EP agrees to cooperate and assist LSH and/or HE as may be necessary or appropriate in order to enable them to carry out the purpose and intent of this Section 7.5;

7.5.2.   no healthcare provider as defined by applicable law (i) will provide Services; nor does any healthcare provider; (ii) Control 10% or more of Service Provider.

7.6. Intentionally Omitted.

7.7. EP represents that EP is familiar with the laws and guidelines distinguishing independent contractors from employees and that this Agreement and associated SOWs is strictly independent contractor in nature.  EP indemnifies and hold harmless HE and LSH and its agents from any liabilities, penalties, costs or losses associated with any classification of EP as an employee of HE for any purpose.

7.8. LSH hereby warrants that it will use reasonable commercial efforts to perform its own duties (but not those of EP) in a professional and workmanlike manner.  EXCEPT FOR THE PRECEDING WARRANTY, LSH DOES NOT MAKE AND HE DOES NOT RECEIVE ANY WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER. LSH SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. Limitations of Liability

8.1. IN NO EVENT WILL LSH OR EP BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES FOR BREACH OR FAILURE TO PERFORM UNDER THIS AGREEMENT, WHETHER FORESEEABLE OR NOT, AND EVEN IF LSH OR EP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSSES OF BUSINESS AND/OR PROFITS, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES PROVIDED HEREUNDER OR FROM ANY CLAIM BY ANY OTHER THIRD PARTY.  THE LIABILITY OF LSH AND/OR EP ARISING OUT OF THIS AGREEMENT, WHETHER FOR BREACH OF CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, WILL BE LIMITED TO THE VALUE OF SERVICES INVOLVED IN THE CLAIM, MEASURED BY THE SERVICE CHARGE PAID OR PAYABLE THEREOF.  THIS SUBSECTION (8.1) DOES NOT APPLY TO THE INDEMNITIES CONTAINED IN SUBSECTIONS (9.1) AND (11.5).

9. Indemnification

9.1. EP and LSH (the “Indemnifying Party” shall defend, indemnify and hold harmless the other (the “Indemnified Party”) from and against any and all losses incurred by them to the extent resulting from or arising out of or in connection with any claims made or suits brought by a third party (“Claim”) against the Indemnified Party arising out of or in connection with one of the Indemnification Parties’: (i) negligence, recklessness or willful misconduct in connection with the Services; or (ii) breach of this Agreement; provided that the foregoing obligations shall not apply to the extent that any particular Claim results from the Indemnified Party’s (A) breach of this Agreement, or (B) negligence, recklessness or willful misconduct.

9.2. In connection with the Indemnifying Parties’ indemnification obligations under this Section (9):

9.2.1. The Indemnified Party giving prompt written notice to the Indemnifying Party of any Claim under this Section; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent, and only to the extent, that the Indemnifying Party shall have been actually prejudiced as a result of such failure.

9.2.2. The Indemnifying Party having the right, but not the obligation, to assume sole control of the defense and/or settlement of the Claim.

9.2.3. At the Indemnifying Party’s request and expense, the Indemnified Party cooperating in the investigation and defense of such Claim(s).

9.2.4. If the Indemnifying Party assumes the defense of any Claim hereunder, the Indemnified Party shall be entitled to participate in such defense and to retain its own counsel, at its own expense.

9.2.5. The Indemnifying Party shall not settle or consent to an adverse judgment in any such Claim that adversely affects the rights or interests of the Indemnified Party or imposes additional obligations on the Indemnified Party, without the prior express written consent of the Indemnified Party.

10. Term and termination

10.1. This Agreement shall commence on the execution date hereof and shall continue until terminated in writing by either party.  Projects pending at the time of termination will continue to be governed by the terms of this Agreement notwithstanding its termination.

10.2. Termination of any individual project does not constitute termination of this Agreement.

10.3. This Agreement or any SOW may be terminated as follows:

10.3.1. If at any time after an engagement commences, HE feels for any reason that an EP is not suited for the engagement, HE may terminate the engagement by written notice to LSH and EP, effective immediately. HE is liable for the fees earned by the EP for the work actually performed.

10.4. Upon termination of the Agreement or SOW, HE is only obligated to pay for Services actually performed and approved reimbursable expenses actually incurred as of the Termination Date.  At the termination of the Agreement for any reason, in the event actual fees and charges applicable to the Services are less than the amounts paid by HE, such difference shall be promptly refunded to HE.

10.5. Unless otherwise agreed in writing, within 30 days after the termination date of this Agreement—or after the completion of any wind-down activities—EP shall deliver to HE (i) a final invoice that includes a reconciliation of all professional fees, expenses and other pass-through costs and third-party fees and expenses (including non-cancellable commitments) earned and incurred in the performance of the Services and (ii) all documents, Equipment, and materials of any nature provided to EP by HE.

11. Performance of Work

11.1. EP’s relationship to Hiring Entity is that of an independent contractor and EP’s delivery of Services does not imply or constitute a partnership or joint venture or employee-employer relationship.  Neither Party may make any representation, warranty or commitment or enter into any contracts or agreements, whether expressed or implied or incur any expenses or charges for or assume any liabilities on behalf of the other Party or LSH.  No Party should be liable for the act of the other party.

11.2. LSH does not assign EP to the engagement nor does it review the work performed by EP for the HE. LSH is a technology provider to both HE and EP outlined in the User Terms and Conditions and is not an employee, agent or partner of the HE, nor an employer of the EP. No party shall have the right to bind the other to any agreement or make any representation or warranty on behalf of the other.

11.3. HE may opt to have LSH perform certain additional preliminary procedures including but not limited to: investigation of debarment under GDEA, background checks of various kinds, reference checks, etc.  These services will be performed per the scope and terms outlined Exhibit A.

11.4. Expert may opt to have LSH perform certain additional preliminary procedures including but not limited to: creation of business development content, marketing activities on behalf of EP, etc.  These services will be performed per the terms and fees in Exhibit D.

11.5. LSH reserves the right to contact both HE and EP from time to time in reference to the progress of the work.

12. Disputes

12.1. In the event that either party to this agreement commences any legal action or proceeding (including but not limited to arbitration) to interpret or enforce the terms of this Agreement, the prevailing party in such a proceeding shall be entitled to recover its reasonable attorney’s fees and costs in addition to any other relief to which the prevailing party is entitled.

12.2. The parties agree to mediate any claim or dispute arising between them out of this Agreement, before resorting to arbitration or court action. Mediation fees shall be shared equally by both parties. If either party resorts to arbitration or court action without first attempting mediation, then that party shall not be entitled to recover attorney’s fees even if that party would otherwise be entitled to an award of such fees.  Both proceedings to be held in New York.

12.3.  Any claim or dispute arising out of this Agreement which cannot be successfully mediated shall be decided by binding arbitration, per the Commercial Arbitration Rules of the American Arbitration Association.  There shall be no right to discovery, except as expressly permitted by AAA rules.  BOTH PARTIES UNDERSTAND THAT BY AGREEING TO BINDING ARBITRATION THEY ARE GIVING UP RIGHTS THEY MIGHT POSSESS TO HAVE THEIR CLAIMS OR DISPUTES LITIGATED IN A COURT, INCLUDING A TRIAL BY JURY.

13. General Provisions

13.1. EP acknowledges that the look and feel, as well as the functionality of the LSH Platform, is proprietary technology to LSH.  As a User of the Platform, EP further agrees to the Terms and Conditions as set forth on the Platform.

13.2. EP understands that some HEs will have additional and specific requirements with respect to insurance, background checks, drug testing, insurance, and other HE-specific requirements.

13.3. This Agreement will be governed by the laws of the State of New York.

13.4. Notices and other communication to a party under this agreement shall be deemed given if sent to the address listed below:

13.5. Entire Agreement.  This Agreement is intended to be the sole and complete statement of obligations of the parties concerning the subject matter hereof and supersedes all prior oral and written understandings, negotiations, commitments and proposals concerning the subject matter hereof.  Any changes thereto must be made in writing and signed by an authorized representative of each party.

13.6. Any omission by LSH to enforce the terms and conditions herein shall not act as a waiver of such term or condition.  If any portion hereof is deemed unenforceable, such portion shall be severed and the remainder of this Agreement construed without such portion.

13.7. Survival:  In addition to any provision which survives termination of this Agreement in accordance with their express terms, all provisions of this Agreement which by their nature would be useful to the interpretation or the enforcement of rights and remedies under this Agreement after its termination will survive said termination.

13.8. Assignment:  EP may not assign its rights or obligations under this agreement without the written consent of LSH.  LSH may freely assign these terms.

This contract including any signatures herein is binding in any form including written, facsimile or electronic.

In witness whereof, the parties have executed this Agreement on the date set forth below:

Exhibit A:  SOW

The LifeSciHub Platform Project posted by the Hiring Entity serves as the Statement of Work.  Bidding on and accepting the Project and subsequent Projects serves as SOW acceptance(s).

SOW 1 APPENDIX 1

SPONSOR MSA SPECIFIC REQUIREMENTS

See Appenix 1.

Exhibit B:  Time and Expense Tracking

Unless specified by HE, all time, expense reporting and invoicing must utilize LSH’s platform.

Time reporting is due Friday midnight  EST for all billable hours within that calendar week including the following information:

• Client
• Project
• Activity Type
• Notes

Expense reporting is due at the end of every month.  Only expenses with receipts provided will be reimbursed.  Receipts must be easily associated with the associated expense.

Exhibit C:  LSH Fees

LSH Fee schedule varies according to the terms of the HE situation, negotiation and Agreement.  All fees are reported to Eps in advance and throughout the life of the engagement.  Current fee structures are as follows:

Important notes:

• • Once an HE agreement is executed, LifeSciHub does not make fee exceptions for individual EPs. EP has the choice to accept the work per LSH negotiated terms, or not, in advance.
  • Pass throughs to HEs can include:
    • Travel expenses, if applicable
    • Statutory costs associated with W2 payments, if applicable

Exhibit D:

[Intentionally Left Blank]

Exhibit E:  EP Connector

For the full year of 2022, ending December 31, 2022, and in conjunction with being a Member of LifeSciHub, defined below, LifeSciHub enables Members to monetize their network assets by acting as “Connectors”.

• A Connector is responsible for Hiring Entity projects being posted to the Platform, or for first introductions to EPs that are selected for posted projects.
• The Connector project and/or selected EP will be processed in full by LSH, including all business administration including contracts, timekeeping, invoicing and payment processing.
• Please see Exhibit C for LSH’s standard project fees.  Please note, LifeSciHub’s “List Price” is 30%, however fees are usually negotiated down to 20%. The following Connector Compensation assumes LifeSciHub’s fee ends up as 20%, because as of Jan 1 2022 this has been the case for all projects.  LifeSciHub does not negotiate below 20%.
• Connector Compensation:

• Unfulfilled projects and EP introductions that do not work on projects through LifeSciHub do not qualify for compensation.
• Connector fees are reported transparently to all parties, and are auditable by the LifeSciHub general membership upon request.
• Connector Qualification:
  • A project must exist as a posted project on the LSH platform prior to fulfillment.
  • Connector must be a LifeSciHub Member prior to fulfillment.  “Member” Definition:
    • Member must have an approved profile on the LifeSciHub Platform.
    • Member must have a fully executed LSH EP Provider Agreement prior to project fulfillment, regardless of whether or not that Member is actually working their own projects through the LifeSciHub Platform.
• Compensation is distributed to all parties- EP, Connector/s and LSH simultaneously,  according to HE payment terms, as dictated by HE Services Agreement.
• Compensation will continue throughout the life of the project and stop: upon project completion or termination;  LSH EP Agreement termination.
• There is no limit to the number of Connectors a Member can have on either the Supply or Demand side.
• Connector terms are valid for 2022 and will be refined in 2023 and onwards for the intent of enabling 2^nd, 3^rd and possibly 4^th degree “Connections”.  As the 20% fee will remain fixed, the goal is to enable compensation beyond the 1^st degree Connectors.  In this model, the Connector Fees will be less than 5%, but the goal is to enable each Member to have multiple Connectors, both on demand and supply side, which, at scale, will provide mutliple streams of passive revenue, all supported administratively via the LifeSciHub platform.
  • As of 2022 no Connector fees beyond the 1^st degree have been developed.
  • Any Connectors established in 2022 will remain bound by the terms herein, regardless of future changes to the Connector model.

Exhibit F:  Payroll

[to be amended in the event of hiring entity mandate for W2 payment processing]