Common use of Direct Fees Clause in Contracts

Direct Fees. All Direct Fees owed to PPD for Services performed under this Agreement or any Project Addendum shall be invoiced to and paid by Sponsor in the “Contract Currency”, which shall be defined as the currency, or currencies, designated in any budget or payment schedule set forth in a Project Addendum. The parties agree that where possible, PPD will provide its budget for each Project Addendum in US Dollars (“USD”) globally with the exception of Services performed in Europe, Middle East and Africa (the “EMEA Region”), which will be in Euros. In the event Sponsor desires to be invoiced in any currency other than Euros for Services performed in the EMEA Region, and other than USD for Services performed in all other regions, the parties shall specify in the Project Addendum the exchange rate or rates (“Contracted Exchange Rate”) to be used for the Project Addendum. The Contracted Exchange Rate will be used for the preparation of each invoice for Services and payment by Sponsor. The “Spot Rate” for purposes of reconciliation, shall mean the actual spot rate in the Wall Street Journal for the date on which the invoice is raised. At the conclusion of each calendar year, a reconciliation shall be undertaken by PPD. PPD shall compare the total value of the invoices billed to Sponsor at the Contracted Exchange Rate to the value of the same invoices when converted using the Spot Rates. In the event the comparison demonstrates that the total difference in such amounts is five percent (5%) or more of the annual invoice value or is greater than USD $50,000 (or the contracted currency equivalent when measured against the current spot rate), such difference shall be invoiced or credited, as the case may be, to Sponsor. The reconciliation invoice or credit note will be issued by PPD in Contract Currency. The process of reconciliation is not cumulative, but shall be conducted on a calendar year basis and completed by the end of March in the subsequent year. Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a confidential treatment request and are indicated by ***. PPD PROPRIETARY AND CONFIDENTIAL

Appears in 2 contracts

Samples: Master Services Agreement, Master Services Agreement (Vascular Biogenics Ltd.)

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Direct Fees. All Direct Fees owed to PPD for Services performed under this Agreement or any Project Addendum shall be invoiced to and paid by Sponsor in the “Contract Currency”, which shall be defined as the currency, or currencies, designated in any budget or payment schedule set forth in a Project Addendum. The parties agree that where possible, PPD will provide its budget for each Project Addendum in US Dollars (“USD”) globally with the exception of Services performed in Europe, Middle East and Africa (the “EMEA Region”), which will be in Euros. In the event Sponsor desires to be invoiced in any currency other than Euros for Services performed in the EMEA Region, and other than USD for Services performed in all other regions, the parties shall specify in the Project Addendum the exchange rate or rates (“Contracted Exchange Rate”) to be used for the Project Addendum. The Contracted Exchange Rate will be used for the preparation of each invoice for Services and payment by Sponsor. The “Spot Rate” for purposes of reconciliation, shall mean the actual spot rate in the Wall Street Journal for the date on which the invoice is raised. At the conclusion of each calendar year, a reconciliation shall be undertaken by PPD. PPD shall compare the total value of the invoices billed to Sponsor at the Contracted Exchange Rate to the value of the same invoices when converted using the Spot Rates. In the event the comparison demonstrates that the total difference in such amounts is five percent (5%) or more of the annual invoice value or is greater than USD $50,000 (or the contracted currency equivalent when measured against the current spot rate), such difference shall be invoiced or credited, as the case may be, to Sponsor. The reconciliation invoice or credit note will be issued by PPD in Contract Currency. The process of reconciliation is not cumulative, but shall be conducted on a calendar year basis and completed by the end of March in the subsequent year. Portions of this exhibit have been omitted and filed separately with the SEC pursuant to a confidential treatment request and are indicated by ***. PPD PROPRIETARY AND CONFIDENTIAL.

Appears in 1 contract

Samples: Master Services Agreement (Galectin Therapeutics Inc)

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Direct Fees. All Direct Fees owed to PPD CRO for Services performed under this Agreement or any Project Addendum Schedule shall generally be invoiced to and paid by Sponsor Portola in $ USD for Services performed in the “Contract Currency”North America (NA), which shall be defined as the currency, or currencies, designated Latin America (LA) and Asia-Pacific (APAC) regions and invoiced to and paid by Portola in any budget or payment schedule set forth in a Project Addendum. The parties agree that where possible, PPD will provide its budget € Euros for each Project Addendum in US Dollars (“USD”) globally with the exception of Services performed in Europe, the Middle East and Africa (EMEA); the “EMEA RegionRegional Contract Currency/Currencies), which will be in Euros. In the event Sponsor desires Should Portola wish to be invoiced in any currency other than Euros for Services performed in the EMEA Region, and other than $ USD for Services performed in all other regionsEMEA, the parties CRO shall specify in the Project Addendum proposal and the contract the estimated exchange rate or rates (“Contracted Exchange Rate”) used to be used prepare the budget or payment schedule for the such Project Addendum. The Contracted This Exchange Rate will be the one used for the preparation of each invoice for Services and payment by SponsorPortola. The “Spot Rate” for purposes of reconciliation, shall mean the actual spot rate in the Wall Street Journal for at the close of the day before the date on which the invoice is raised. At the conclusion of each calendar year, a reconciliation shall be undertaken undertaken. If requested by PPD. PPD Portola, CRO shall compare the USD total value of the invoices billed to Sponsor Portola that year at the Contracted Exchange Rate to with the value USD total of the those same invoices when converted using the Spot RatesRate. In the event the comparison demonstrates that the total difference in such amounts is five percent (5%) [*] or more of the annual invoice value or is greater than USD $50,000 (or the contracted currency equivalent when measured against the current spot rate), [*] such difference shall be [*] with the difference invoiced or credited, as the case may be, to SponsorPortola (an example of which follows below). The reconciliation invoice or credit note will be issued by PPD CRO in Contract Currency$ USD. The process of reconciliation is not cumulative, cumulative but shall be conducted on a calendar year basis and completed by the end of March in the subsequent year. Portions Shared Reconciliation Examples: • FX Variance is $[*] representing [*] of this exhibit have been omitted the total FX component of the annual invoicing: • An adjustment (cash) is made between Portola and filed separately with CRO for $[*] being the SEC pursuant to a confidential treatment request excess of the variance over $[*] ($[*] for $[*]) • FX Variance is $[*] representing [*] of the total FX component of the annual invoicing: • An adjustment (cash) is made between Portola and are indicated by CRO for $[*] being the excess of the variance over [*] ($[*. PPD PROPRIETARY AND CONFIDENTIAL] for $[*]) • FX Variance is $[*] representing [*] of the total FX component of the annual invoicing: • No adjustment is required

Appears in 1 contract

Samples: Master Contract Services Agreement

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