onecle

Business Contracts

Consumer Forms

Projects

Friends

Loading

printer-friendly

Sample Business Contracts

Free Customizable Collaboration Forms

Sponsored Links

                          Strategic Alliance Agreement


This agreement is made and entered into this 30th day of June, 1997 by and
between enVision Sciences, Inc., a corporation organized under the laws of the
State of Georgia, (hereinafter "enVision"), and Premier Research Worldwide,
Ltd., (hereinafter referred to as "Premier"), a corporation organized under the
laws of the State of Delaware.

Whereas, enVision is a scientific communication company which has expertise in
the writing, design and publishing of large documents used in the pharmaceutical
industry as well as presentation of these documents in a paper or electronic
format for the Food and Drug Administration (FDA) that is easily reviewed; and

Whereas, Premier is a contract research organization with expertise in the
design, conduct, and management of clinical trials as well as management and
presentation of scientific data to the FDA in a format that is easily reviewed;
and

Whereas, Premier has expertise in sales and marketing to industries regulated by
the FDA; and

Whereas, the parties desire to enter into a business relationship which will:
    1.  Enable Premier to offer a range of services that is significantly
        different from those offered by other contract research organizations
    2.  Increase the sales volumes of both enVision and Premier
    3.  Enable Premier and enVision to establish a leading role in the provision
        of electronic submissions to FDA

Now Therefore, the parties mutually agree to enter into a strategic alliance
under the following terms and conditions:

1) Duties of enVision
    enVision agrees to serve as a Subcontractor to Premier. In this capacity,
    enVision will provide the following services to Premier:
    1.  Consulting;
    2.  Technical writing including, but not limited to, the preparation of
        investigator brochures, protocols, study reports and summaries;
    3.  Document design including the design of investigator brochures,
        protocols, study reports, and summaries, and the design of composite
        documents such as submissions to the FDA;
    4.  Document publishing on the client's media of choice (e.g. paper, CD)
    5.  Production of paper and electronic submissions


<PAGE>


2) Duties of Premier

    Premier agrees to use its best efforts to promote the services of enVision
    by:
    1.  Developing promotional materials integrating the services of enVision
        with the services of Premier;
    2.  Integrate the promotion of the services of enVision with the promotion
        of services offered by Premier.

3) Obligations of the Parties

    enVision and Premier agree to jointly:
    1.  Develop an interface that will permit a reviewer to move from a document
        to the supporting data;
    2.  Support each other in the promotional efforts;
    3.  Develop a joint strategy for promotion of services to the pharmaceutical
        and device industries;
    4.  Utilize each other as Preferred Vendors for services.

4) Compensation

    enVision will be compensated for its Subcontractor Services directly from
    Premier. enVision will establish a fee for a given project and Premier will
    add its mark-up to this fee. Premier will administer the contracts and pay
    enVision on an agreed upon schedule which the parties shall agree to in
    writing prior to the commencement of each project.

5) Confidentiality

    "Confidential information" shall mean any and all technical and
    non-technical information, documents and materials related to client
    projects of either party and products, services and business of each of the
    parties. Premier and enVision agree to maintain in strict confidence and not
    to disclose or disseminate, or to use for any purposes other than
    performance of the projects, the Confidential Information disclosed. The
    obligation of non-disclosure shall not apply to the following:
        a)  Information at or after such time that is publicly available through
            no fault of either party
        b)  Information at or after such time that is disclosed to either party
            by a third party entitled to disclose such information
        c)  Information which is required by law to be disclosed to federal,
            state or local authorities.


<PAGE>


6) Term of Confidentiality

    For a period of five (5) years after termination of this Agreement, the
    parties shall treat as confidential all information and take every
    reasonable precaution and use all reasonable efforts to prevent the
    unauthorized disclosure of the same. The parties agree to take all steps
    necessary and appropriate to ensure that their employees, agents, and/or
    assistants treat all information as confidential and to ensure that such
    employees, agents, and/or assistants are familiar with and abide by the
    terms of this Agreement.

7) Term

    The term of this Agreement is twelve (12) months from the date hereof, and
    will be automatically renewed for one (1) additional twelve month period
    unless either party shall notify the other in writing of its intention not
    to renew. Such notice must be given ninety (90) days prior to expiration of
    the original term. This Agreement may also be terminated by either party
    upon ninety (90) days written notice.

8) Notices

    Any notices required under this Agreement shall be delivered to:

        enVision Sciences, Inc.
        3646 Sope Creek Farm
        Marietta, GA 30067

        Premier Research World Wide, Inc.
        124 South 15th Street
        Philadelphia, PA 19102-3010

9) Governing Law

    This Agreement is entered into in the State of Pennsylvania and shall be
    interpreted according to the laws of the State of Pennsylvania.

10) Indemnification

    Premier shall indemnify enVision, its directors, officers and employees, for
    any and all damages, costs, expenses, and other liabilities, including
    reasonable attorney's fees and court costs incurred in connection with any
    third-party claim, action or proceeding arising from the negligence or
    intentional misconduct of Premier or breach of Premier of any of its
    obligations under this Agreement.

    enVision shall indemnify Premier, its directors, officers and employees, for
    any and all damages, costs, expenses, and other liabilities, including
    reasonable


<PAGE>


    attorney's fees and court costs, incurred in connection with any third-party
    claim, action or proceeding arising from the negligence or intentional
    misconduct of enVision or breach of enVision of any of its obligations under
    this Agreement.

11) Modifications

    No changes or modifications of this Agreement or any of its terms shall be
    deemed effective unless in writing and executed by the parties hereto.

12) Assignment

    This Agreement shall not be assignable by either party without the prior
    written consent of the other party.

13) Entire Agreement

    This Agreement represents the complete and entire understanding between the
    parties regarding the subject matter hereof and supersedes all prior
    negotiations, representations, or agreements, either written or oral,
    regarding this subject matter.

This Agreement shall not be considered accepted, approved or otherwise effective
until signed by the appropriate parties.

    enVision Sciences, Inc.                  Premier Research World Wide, Inc.

    By:    /s/ Andrew L. Finn                By:   /s/ Joel Morganroth
       -----------------------------            --------------------------------


         Andrew L. Finn, PharmD                    Joel Morganroth, MD
       -----------------------------            --------------------------------
              Name                                     Name

         Chief Executive Officer                       President
       -----------------------------            --------------------------------
              Title                                    Title

            26 June 1997                              30 June 1997
       -----------------------------            --------------------------------
                Date                                     Date


Sponsored Links