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EXHIBIT 10.02 - QUINTILES AGREEMENT
[QUINTILES LETTERHEAD]
July 1, 1999
Mr. Xxxx Xxxxx, III
Vice President, Business Development
Tampa Bay Financial, Inc.
000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxx, XX 00000
RE: Agreement to Perform Consulting Services
Dear Xx. Xxxxx:
Pursuant to discussions with Quintiles, Inc. (hereinafter "Quintiles"), Tampa
Bay Financial, Inc. (hereinafter "TBF") has requested that Quintiles provide
strategic consulting services (the "Services") for TBF (the "Project") as
defined in Exhibit 1 attached hereto. Quintiles agrees that its consulting
services will be conducted in compliance with all applicable laws, rules, and
regulations, and with the standard of care customary in the contract research
organization industry. The Services under this Letter Agreement ("the
Agreement") shall be performed by Quintiles on an as-needed basis, primarily
by Xxxxxxx X. Xxxxxx at a rate of three hundred ten ($310.00) US dollars per
hour, Xxxxxxx Xxxxxxxx Ph.D. at a rate of two hundred and five ($205) US
dollars per hour, Xxxxxxx Xxxx at a rate of one hundred ninety ($190.00) US
dollars per hour, and Xxxx Xxxxxx at a rate of one hundred thirty ($130.00) US
dollars per hour. Pursuant to this Agreement, Quintiles and TBF anticipate
that Quintiles will provide less than three hundred (300) hours of consulting
services. If it becomes apparent that Quintiles will be providing more than
300 hours of Services on this Project, the parties agree to negotiate a more
comprehensive agreement containing a more detailed description of the Services
(the "Comprehensive Agreement"). This Agreement will remain in effect and
govern the Services until and unless it is superceded by execution of a
Comprehensive Agreement. The parties agree that fees for Services rendered
under this Agreement shall not exceed sixty thousand ($60,000.00) US dollars
without TBF's express authorization.
Upon execution of this Agreement, a payment of twenty thousand ($20,000.00) US
dollars is due, which sum will be held by Quintiles as a deposit for the full
duration of the Services. Thereafter, TBF shall pay Quintiles a fee for its
Services based on the time actually devoted to the Project by Quintiles
personnel at Quintiles' Standard Billing Rates as in effect from time to time,
which rates are subject to change on January 1 of each calendar year. Attached
as Exhibit 2 and made a part of this Agreement is Quintiles' current Billing
Rates Schedule. In addition, TBF will reimburse Quintiles for its out-of-
pocket expenses incurred in connection with the Project. These expenses will
include a standard charge of fifteen percent (15 %) to cover record-keeping
and administrative costs.
Quintiles will invoice TBF monthly for fees, costs, and expenses, and TBF
shall pay each invoice within thirty (30) days of receipt. Upon completion of
the Services, the remaining balance of the deposit will be applied to any
outstanding balance owed to Quintiles and the excess will be promptly refunded
to TBF. If any portion of an invoice is disputed, then TBF shall pay the
undisputed amounts and the parties shall use good faith efforts to reconcile
the disputed amount as soon as practicable. TBF shall pay Quintiles interest
in an amount equal to 1.5% per month (or the maximum lesser amount permitted
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by law) of all undisputed amounts owing hereunder and not paid within thirty
(30) days of the receipt of the invoice. If TBF fails to pay any invoice
within sixty (60) days, Quintiles reserves the right to apply all or any
portion of the deposit to any or all amounts then outstanding, including those
sums not yet sixty (60) days old, and to require TBF to restore the deposit to
its original balance.
Payment of invoices shall be sent to the following address:
Quintiles, Inc.
X.X. Xxx 000000
Xxxxxxxxx, XX 00000-0000
Invoices shall be mailed to TBF at the following address:
Tampa Bay Financial, Inc.
000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxx, XX 00000
Attention: Accounts Payable
In addition, it is recognized that during the course of this Agreement,
Quintiles may be exposed to data and information that is confidential and
proprietary to TBF, and that TBF may be exposed to information that is
confidential and proprietary to Quintiles. Each party agrees that it will
maintain in strict confidence any confidential information obtained from the
other party and will not reveal, publish, or otherwise disclose it to any
third party without the disclosing party's prior written consent, unless
required to do so by law or regulation. These obligations of confidentiality
and nondisclosure shall remain in effect for a period of ten (10) years after
the termination of this Agreement.
For the purposes of this Agreement, the parties hereto are independent
contractors and nothing contained in this Agreement shall be construed to
place them in the relationship of partners, principal and agent,
employer/employee, or joint venturers. Neither party shall have the power or
right to bind or obligate the other party, nor shall it hold itself out as
having such authority. During the term of this Agreement and for one year
thereafter, TBF will not directly or indirectly solicit or hire any employee
of Quintiles or its affiliates who has performed or is performing Services for
TBF pursuant to this Agreement.
Quintiles disclaims any and all warranties, express or implied. Neither
Quintiles, nor its affiliates, nor any of its or their respective directors,
officers, employees or agents shall have any liability of any type (including,
but not limited to, contract, negligence, and tort liability), for any
special, incidental, indirect or consequential damages, including, but not
limited to the loss of opportunity, loss of use, or loss of revenue or profit,
in connection with or arising out of this Agreement or the Services performed
by Quintiles hereunder even if such damages may have been foreseeable to
Quintiles. TBF shall indemnify and hold harmless Quintiles from any damages or
expenses (including attorney fees) that Quintiles incurs due to third-party
claims relating to the Services performed pursuant to this letter, except to
the extent such claims are caused by the negligence or willful misconduct of
Quintiles.
This Agreement shall be construed, governed, interpreted, and applied in
accordance with the laws of the State of North Carolina, exclusive of its
conflicts of law provisions. The failure to enforce any right or provision
herein shall not constitute a waiver of that right or provision. This
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Agreement contains the entire understandings of the parties with respect to
the subject matter herein, and supersedes all previous agreements (oral and
written), negotiations and discussions. Any modifications to the provisions
herein must be in writing and signed by the parties.
If the above-stated terms are acceptable to TBF, please indicate your
agreement by signing below.
Sincerely,
QUINTILES, INC. TAMPA BAY FINANCIAL, INC.
By: /S/ By: /S/
Name: Xxxxxx X. Xxxxx, Xx. Name: Xxxx Xxxxx
Title: Vice President Title: Chairman
Date: 7/1/99 Date: 7/15/99
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EXHIBIT 1
SCOPE OF WORK
The parties hereto agree that the services to be provided by Quintiles to TBF
include, but are not be limited to, the following listed items:
>Provide an effective strategy to address this stage of the project.
>Evaluate existing documentation including: (1) the patent, (2) the
specifications for the test kit, (3) the materials and components of the test
kit, (4) the conditions under which the evaluations of the test kit and its
components were carried Out, and (5) any and all additional information that
may exist and be used to validate the necessary claims for the Virotest
screening test kit.
>Provide a detailed written analysis of the evaluation that includes all
pertinent findings and expert recommendations and conclusions specific to the
commercial viability of the Virotest saliva based HIV test kit.
Quintiles agrees to immediately notify TBF, in writing, of any findings by
Quintiles during the above stated evaluation that may cause further evaluation
to be unnecessary.
Quintiles anticipates completing its obligations under this agreement within
ninety (90) days from the date of this Agreement.
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EXHIBIT 2
1999 Quintiles' Americas CR0 Services Group Standard Rate Schedule (In US
Dollars).
Category 1999 Hourly Rate
-------- ----------------
President/CEO Level 438
Chief Scientific Officer 400
President/Thought Leader 375
Senior Executive Level 340
Expert Scientist/Senior Regulatory Consultant/
Executive Medical & Technical 310
Executive Level 285
Senior Regulatory, Chief Scientist, Senior Medical,
Executive Project Management, Senior Management 250
Medical/Management/Regulatory Consultation 220
Senior Project Management, Statistical Design, Senior Statistical
Planning and Analysis, Quality Systems Consultation, Senior Scientists 190
Project Management 160
Project Management, Regulatory Support, Medical Analyses, Scientist 150
Monitoring Management, Site Selection, Statistical Interpretation,
Senior Statistical Analysis, Quality Assurance 130
Senior Monitoring, Data Management Design, Statistical Programming
and Analysis, Regulatory Documentation Preparation 110
Medical Coding, Monitoring, Data Management, In-house Monitoring,
Technical Writing 90
Clinical Services Support, Medical Writing Support, Statistical
Medical Writing Quality Control 65
Data Processing 60
Administrative Support 50
Clerical Support 35
*Senior-level scientists and consultants are billed at individual rates, which
are equivalent to (or, in certain cases, lower than), the rates designated
above for the applicable professional categories. A partial listing, showing
the primary individuals at these senior levels is contained on the
accompanying schedule.
