Membership and participation in the ValueDo Payer Panel is subject to the terms and conditions set forth in this Agreement (these “Terms & Conditions”). As used herein, the terms “we”, “us”, “our” and “ValueDo” mean ValueDo Life Sciences Consulting LLC.

To become a member and participate in the ValueDo Payer Panel, the Panelist must agree to be bound by these Terms & Conditions, which may be modified by ValueDo from time to time in its sole discretion. Failure to comply with the Terms and Conditions set forth herein will constitute a breach and may result, among other things, in immediate termination of participation in ValueDo’s Payer Panel surveys.

 

Overview and Activities

ValueDo contracts with individual professionals working at PBMs, National Health Plans, Regional Health Plans and Integrated Delivery Networks/Health Systems (IDNs) for the purpose of their participating as a Panelist in which they will be asked to assess various classes of pharmaceuticals. Specifically, each Panelist will be called upon periodically to complete a survey regarding various pharmaceuticals or classes of pharmaceuticals to assess the Panelist’s familiarity, perception of and assessment of various pharmaceuticals as well as, their perceived utilization in order to understand the market access landscape. In exchange, Panelists will receive an honorarium for their participation in the survey. All survey responses will be confidential and only anonymized responses will be shared with Clients of ValueDo who consist of various pharmaceutical companies (“Clients”).

 

Conditions of Membership

In order to become a member in the Payer Panel, each Panelist’s membership and participation in the surveys:

1. Must not present any conflict of interest.
2. Would not cause the Panelist to breach any agreement with or breach any other legal obligations or violate any duty or obligation to any person or entity (including, but not limited to, their current or past employer, or any person or entity to which, or through which, the Panelist has provided or currently provides consulting services).
3. Would not require the Panelist to disclose or communicate any confidential or proprietary or non-public information (including trade secrets) not owned exclusively by the Panelist.
4. Would otherwise not violate any law, rule or regulation.

If participating in any survey would result in a violation of any of the conditions above, the Panelist must withdraw from the Payer Panel.

The Panelist must warrant and represent that by becoming a member of the Panel, he is not violating the terms of any agreements he has entered into or any policies to which he is subject. If prior approval is required by an employer or other third party, the Panelist shall obtain such approval prior to becoming a member of the Panel.

 

Confidential Information

Panelists participating in the survey will be required to complete the survey in full by the required deadline in order to receive the honorarium. Extension of deadlines may be granted on a case-by-case basis.

Panelists SHALL NOT disclose confidential information, including:

• Material, nonpublic information (MNPI), including confidential and MNPI related to any company, security, industry, or pending government action or legislation;
• Proprietary information, including trade secrets, copyrighted information or business information belonging to past or present employers, companies for whom the Panelists provided consulting services or any other third party;
•  Information which the Panelist has a duty or has agreed to keep confidential (e.g., by contract, fiduciary duty, etc.);
• Information that was disclosed to the Panelist or given access to under the assumption or expectation that it would remain confidential;
• Information whose confidentiality is protected by law or pursuant to any regulatory, legal, ethical or professional standard or rule; and
• Any other information believed to be confidential.

 

The Panelist must further agree to the following when considering and accepting any ValueDo Payer Panel survey opportunities:

• If an employee or director of a company, the Panelist will not (i) discuss or disclose that company’s information (such as its performance, strategy, processes, operations, or internal metrics), or (ii) accept or engage in any surveys related to that company;
• If an attorney, the Panelist will not give legal advice in connection with a survey;
• If a healthcare professional, the Panelist agrees not to disclose any patient or other information prohibited to be disclosed under The Health Insurance Portability and Accountability Act of 1996 (HIPAA) Privacy and Security Rules or other similar laws, rules or regulations;
• The Panelist may not copy survey questions and will maintain the confidentiality of all questions and responses.

 

Payment

Each Panelist will receive an honorarium for completing each survey at the fair market value rate of $400/hour, pro rata based upon the expected time required to complete the survey.

 

Independent Contractor Status

The Panelist is an independent contractor and does not have the authority to bind ValueDo. Nothing in these Terms & Conditions shall create a partnership or joint venture or establish the relationship of principal and agent, employer-employee relationship or any other relationship of a similar nature between the Panelist and ValueDo. The Panelist represents that he is joining the ValueDo Payer Panel in his individual capacity and not as an agent or representative of any entity unless otherwise agreed in writing between ValueDo and such entity.

 

Termination

The Panelist may terminate membership in the ValueDo Payer Panel network at any time by providing ValueDo with prior written notice. Likewise, ValueDo may terminate a Panelist’s membership in the ValueDo Payer Panel network at any time and for any reason without providing written notice. Termination shall not relieve either party of its obligations under these Terms & Conditions intended to survive termination, which include, but are not limited to: Conditions of Membership, Confidentiality, Indemnification, Limitation of Liability, Arbitration, and Governing Law and Venue.

 

Indemnification

The Panelist agrees to indemnify and hold harmless ValueDo and its affiliates, and their respective employees, partners, representatives, contractors, successors and assigns (collectively, the “ValueDo Parties”) from any and all actions, causes of action, claims, charges, demands, cost, expenses and damages (including attorneys’ fees and expenses) and liabilities of any kind whatsoever directly or indirectly resulting from or arising out of or in connection with the Panelist’s breach or violation of any and all provisions of these Terms & Conditions.

 

Limitation of Liability

Under no circumstances will ValueDo Parties be liable to the Panelist or to any other party for any indirect, incidental, consequential, exemplary or punitive damages arising from or relating to the Panelist’s membership and participation in the Payor Panel or the Panelist’s interactions with ValueDo Parties. ValueDo Parties shall not be liable for any claims against the Panelist by third parties. ValueDo agrees not to impose upon the Panelist liability for indirect, incidental, consequential, exemplary or punitive damages based on the Panelist’s performance of services under these Terms & Conditions, provided that such limitation will not apply to damages arising from or related to a failure by the Panelist to comply with these Terms & Conditions, or conduct that constitutes gross negligence or intentional misconduct.

 

Arbitration, Governing Law and Venue

The validity, interpretation, performance and enforcement of these Terms & Conditions shall be governed by the laws of the State of New Jersey without regard to the conflicts of laws principles thereof. Any dispute, controversy or claim arising from or relating to these terms and conditions shall be fully and exclusively finally settled by an arbitration held in New Jersey under the rules of the American Arbitration Association in effect from time to time. The Panelist hereby irrevocably and unconditionally waives any rights to a trial by jury with respect to any such dispute, controversy or claim relating to this agreement. The arbitrator may grant any remedy that he or she deems just and equitable within the scope of this arbitration agreement, except that he or she may not, under any circumstance, grant a remedy inconsistent with or in violation of the Limitation of Liability. The award of the arbitrator shall be final and binding and judgment thereon may be entered in any court having jurisdiction. You hereby unconditionally and irrevocably submit to the jurisdiction of the federal and state courts of New Jersey.

 

Miscellaneous

ValueDo may modify these Terms & Conditions from time to time by sharing the modification(s) with the Panelist via email. Unless otherwise specified, all modifications will be effective once the email is sent by ValueDo. If the Panelist does not agree to any modification(s), his only recourse will be to terminate participation as a Panelist. Continued participation as a panelist after any modification becomes effective will constitute acceptance of such modification.

No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

Neither these Terms & Conditions nor any of the rights, interests or obligations hereunder may be assigned, delegated or otherwise transferred, in whole or in part, by operation of law or otherwise, by you without our prior written consent (which consent we may withhold in our sole discretion), and any such assignment, delegation or transfer by you without such prior written consent shall be null and void and of no force or effect whatsoever. These Terms & Conditions shall be binding upon and inure solely to the benefit of the Panelist and ValueDo and the ValueDo Parties. As used in these Terms & Conditions, the word “including” shall mean “including, without limitation,” in all cases.

Whenever possible, each provision of these Terms & Conditions shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of these Terms & Conditions is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of these Terms & Conditions, and these Terms & Conditions shall be reformed, construed and enforced as if such invalid, illegal or unenforceable provision had never been contained herein.

These Terms and Conditions as well as the ValueDo Privacy Policy contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all negotiations, prior discussions with written or oral with respect to the subject matter herein.

By accepting these Terms & Conditions, you acknowledge and agree that you are making express representations to ValueDo that you will abide by all of your obligations and responsibilities as set forth in these Terms & Conditions.

 

End of Terms & Conditions