Common use of Procurement Services Clause in Contracts

Procurement Services. Innovex shall identify service providers to execute marketing and sales strategies on behalf of The Medicines Company. Innovex shall, upon authorization from The Medicines Company as set forth in Schedule B, have the authority on behalf of The Medicines Company to procure and negotiate agreements with service providers for all reasonable or necessary outside services in connection with implementing the marketing and sales strategies. Innovex shall monitor and manage the performance of such service providers under these agreements. SCHEDULE B AUTHORIZATION FOR PROCUREMENT SERVICES Prior to entering into any agreements with service providers or entering into any legal commitments on behalf of The Medicines Company, Innovex shall (A) comply with provisions (i) and (ii) below and with any written policy of The Medicines Company concerning the procurement of bids or proposals and (B) make a good faith determination that The Medicines Company has not elected to provide or procure such goods or services itself. (i) Prior to agreeing to any specific purchase of goods or services which exceed $1,000, Innovex shall obtain bids from one or more suppliers and recommend to The Medicines Company the supplier from which the procurement of goods or services would be most appropriate. The Medicines Company shall then notify Innovex as to which supplier to use. (ii) Innovex shall maintain and on request, in a timely and reasonable manner, provide The Medicines Company with complete documentation for all procurement of goods and services. Innovex will negotiate terms of a written agreement with the service providers, including, without limitation, provisions addressing the specific duties and standards for performance, deliverables, payment schedule, confidentiality, ownership of intellectual property, insurance and indemnification. Innovex will engage legal counsel, as needed, to draft service provider agreements. The final terms of such written agreements shall be subject to the consent of the Medicines Company, such consent shall not be unreasonably withheld. (iii) The Medicines Company shall be responsible for executing written agreements with service providers and for payment of all fees in connection with agreements with service providers.

Procurement Services. Innovex As specified in the Owner’s Requirements, the Contractor shall perform the Procurement Services either as agent for the Owner, or for its own account, or both, as applicable. Where specified in the Owner’s Requirements, the Contractor shall provide Procurement Services using such selected vendor lists and Owner’s Specified Materials and Subcontractors as directed by the Owner. Payment of invoices for Procured Goods shall be made in accordance with the Owner’s Requirements. Where the Contractor performs the Procurement Services as agent of the Owner, the Contractor shall carry out the Owner’s instructions and shall act: in good faith and in the best interests of the Owner and the Project, within the scope of the agency specified in this Article 7 - Procurement Services and the Owner’s Requirements. Where the Contractor performs the Procurement Services as agent of the Owner, the appointment of the Contractor as the Owner’s agent shall be limited as follows: to the specifications contained in the Owner’s Requirements; the Contractor shall not enter into any agreement, contract, settlement or arrangement with any person, firm or corporation, or other enterprise imposing any compromise, legal obligation or liability of any kind whatsoever on the Owner, unless such is in accordance with this Contract or unless it has prior specific written authority to do so from the Owner; the Procurement Services performed by the Contractor shall only relate to the Project and the Contractor shall not act as agent for the Owner in any other respect; the Procurement Services shall be on commercial terms and conditions previously approved by the Owner and the Contractor shall not modify or change any of the terms and conditions approved by the Owner without the Owner’s prior written consent, which consent may be withheld at the Owner’s sole discretion; the Procurement Services by the Contractor shall be in accordance with the Contractor’s internal approval process, but subject always to the final written approval of the Owner’s Representative; title to all Procured Goods shall be in the Owner’s name; and all warranties and guarantees relating to the Procured Goods shall be made to the Owner and shall be enforceable by the Owner. Where the Contractor performs the Procurement Services as agent of the Owner, the Owner shall: provide to the Contractor sufficient instructions and guidelines to enable the Contractor to effect delivery, receiving and handling into and within the Owner’s system of materials handling and warehousing; and provide to the Contractor instructions and guidelines that identify service providers the levels of review and approval required by the Owner in relation to execute marketing the Procured Goods. In accordance with the Owner’s Requirements, the Contractor shall submit any required samples for the Owner’s Representative’s approval, together with any relevant information. The Contractor shall also submit for the Owner’s Representative’s approval, manufacturer’s standard samples of materials (with relevant information) and sales strategies on behalf any additional samples instructed by the Owner’s Representative. All samples shall be labelled as to origin and intended use in the Work. For each part of The Medicines Company. Innovex shallthe Work, upon authorization from The Medicines Company as set forth in Schedule B, have the authority on behalf of The Medicines Company construction shall not commence prior to procure and negotiate agreements with service providers for all reasonable or necessary outside services in connection with implementing the marketing and sales strategies. Innovex shall monitor and manage the performance receipt of such service providers under these agreements. SCHEDULE B AUTHORIZATION FOR PROCUREMENT SERVICES Prior to entering into any agreements with service providers or entering into any legal commitments on behalf of The Medicines Company, Innovex shall (A) comply with provisions (i) and (ii) below and with any written policy of The Medicines Company concerning the procurement of bids or proposals and (B) make a good faith determination that The Medicines Company has not elected to provide or procure such goods or services itself. (i) Prior to agreeing to any specific purchase of goods or services which exceed $1,000, Innovex shall obtain bids from one or more suppliers and recommend to The Medicines Company the supplier from which the procurement of goods or services would be most appropriate. The Medicines Company shall then notify Innovex as to which supplier to use. (ii) Innovex shall maintain and on request, in a timely and reasonable manner, provide The Medicines Company with complete documentation for all procurement of goods and services. Innovex will negotiate terms of a written agreement with the service providers, including, without limitation, provisions addressing the specific duties and standards for performance, deliverables, payment schedule, confidentiality, ownership of intellectual property, insurance and indemnification. Innovex will engage legal counsel, as needed, to draft service provider agreements. The final terms of such written agreements shall be subject approval to the consent of the Medicines Company, such consent shall not be unreasonably withheldrelevant samples. (iii) The Medicines Company shall be responsible for executing written agreements with service providers and for payment of all fees in connection with agreements with service providers.