EvoMed Consulting commits to providing specialized consulting services according to the agreed-upon consulting proposal and the defined timeframe therein. The client has the right to designate a title for the role of the consultant assigned by EvoMed for the purpose of internal and external communication (e.g., Medical Director, Medical Expert, etc.). The designation of the title is done in consultation with EvoMed Consulting. EvoMed independently determines the place of work and working hours, while adhering to any agreed-upon deadlines if applicable.
The client commits to actively participate in the consulting process and to timely provide EvoMed Consulting with all necessary documents for the provision of their consulting services, to provide information, and to inform EvoMed Consulting of all events and circumstances. This also applies to documents, events, and circumstances that only become known to EvoMed during their activities. Upon request by EvoMed, the client must confirm in writing the accuracy and completeness of the documents provided by them, as well as their statements and oral explanations.
The compensation for the services will be in accordance with the sum agreed upon in the consulting proposal, plus any applicable value-added tax. The billing will be done at intervals of 30 minutes per commenced half hour. The reimbursement of other expenses incurred by the contractor (legal consultation, tax consultation, etc.) requires the written consent of the client. Incurred travel and accommodation costs will be borne by the client or reimbursed in documented amounts, as well as travel expenses and allowances according to the applicable maximum tax rates. Late payments, as well as urgently requested services that require EvoMed’s activity after 7:00 pm, on weekends, and on holidays, may incur additional costs.
Both parties agree to maintain the confidentiality of all information disclosed during the provision of services. This includes, but is not limited to, proprietary business information, trade secrets, and any other information designated as confidential. Each party agrees to implement appropriate security measures to protect the confidentiality of such information and to restrict access to authorized personnel only.
All intellectual property developed during the consultation belongs to the party responsible for its creation.
EvoMed Consulting’s liability for any claims, damages, or losses arising out of or in connection with the services provided shall be limited to the one monthly fee paid by the client for such services. EvoMed Consulting shall not be liable for any consequential, indirect, or incidental damages, including but not limited to loss of profits, revenue, or data. The client agrees to indemnify, defend, and hold harmless EvoMed Consulting, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with (a) any breach of this agreement by the client, (b) the client’s use of the services provided by EvoMed Consulting, or (c) any third-party claims related to the services provided by EvoMed Consulting.
The consulting agreement becomes valid upon signature on the date agreed upon in the consulting proposal for the specified period stated therein. Each party is entitled to terminate the agreement with a notice period of 6 weeks to the end of the quarter by written notification. The right to terminate for important reasons remains unaffected by this.
In the event of a dispute, both parties agree to negotiate in good faith. If no agreement can be reached, the dispute will be submitted to mediation before legal steps are taken. Should a judicial dispute still arise, the courts at the registered office of EvoMed Consulting GmbH shall have exclusive jurisdiction over all disputes arising from or in connection with this consulting agreement.
Both parties commit to complying with all applicable laws and regulations relevant to the consulting services provided by EvoMed. This agreement shall be governed by and construed in accordance with the laws of Germany, without regard to its conflict of law principles.
Neither party may assign or transfer any rights or obligations under this agreement without the prior written consent of the other party, except that EvoMed Consulting may assign its rights and obligations under this agreement to a successor in interest in connection with a merger, acquisition, or sale of all or substantially all of its assets.
Any notices, requests, demands, or other communications required or permitted under this agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by registered or certified mail, postage prepaid, or by overnight courier to the addresses set forth below or to such other address as either party may specify by written notice to the other party.
The client will be separately informed about changes to the general terms and conditions. If no objection is raised by the client within 14 days, this will be interpreted as tacit consent. If any provision of this agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this agreement shall remain in full force and effect. In this case, EvoMed will replace the invalid provision with another one that most closely corresponds to the economic purpose of the omitted regulation in a permissible manner.
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