This Selection Fee Agreement (the “Agreement”) is entered into on the date of the Bidders account creation (the “Effective Date”), by and between Cambridge Research and Development, Inc, the owners of ClinicalBid.com (the “Company”) and you, an employee or associate of the bidding entity (the “BIdder”), collectively “the Parties.”
ClinicalBid.com and any affiliated services shall herein be refereed to as the “Website“.
Company is in the business of providing services that allow Bidders that perform clinical research trails and provide relates services to find partners (the “Sponsors“) that are seeking their services.
Selection Free Arrangement
Upon the Effective Date of this Agreement, Bidder may, from time to time, submit bids for proposals posted by Sponsors and thereby potentially be selected as the winner of the proposal process. Bidder will pay the Company a fee, if selected as a winning bid, for each proposal they are selected as a winner..
Bidder shall pay the Company 5% of the gross bid amount for each successful bid, where a successful bid is defined as a bid that is selected by a Sponsor who has posted a proposal/request for quote/request for proposal on Website. Bidder shall pay Company within thirty (30) days of a winning bid selection by the Sponsor on the Website.
Company will contact the Sponsor and Bidder and issue an Invoice via electronic mail. Should Bidder not receive the invoice, the Bidder is still responsible for payment of the invoice thirty (30) days after bid selection on the Website. Company is not responsible for communication errors. It is incumbent upon the Bidder to abide by this agreement without notice.
Late Payment Penalty
If Company has not received payment from Customer more than 30 days after the date of the invoice, Company may assess five percent simple interest on the unpaid invoice. Interest begins accruing on the invoice due date. If Customer has not paid an invoice for more than 90 days, Company may refer collection of the unpaid amount to an attorney or collections agency. If Customer’s unpaid invoices are referred to an attorney or collections agency, Customer shall pay all reasonable attorney’s fees or collections agency fees.
This Agreement shall commence upon the Effective Date, as stated above, and will continue until until three (3) years after the termination of the Bidders account on Website.
This Agreement may be terminated at any time by either Party via the Website account termination process. Upon termination, Bidder shall pay Company all compensation due and owing for bid selections made prior to the date of termination, but not yet paid.
Representations and Warranties
Both Parties represent that they are fully authorized to enter into this Agreement. The performance and obligations of either Party will not violate or infringe upon the rights of any third-party or violate any other agreement between the Parties, individually, and any other person, organization, or business or any law or governmental regulation.
Bidder agrees to indemnify and hold harmless the Company, its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from the negligence of or breach of this Agreement. This section remains in full force and effect even after termination of the Agreement by its natural termination or the early termination by either party.
Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL COMPANY BE LIABILE TO BIDDER OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM ANY PART OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY, WHICH ARE NOT RELATED TO OR THE DIRECT RESULT OF A PARTY’S NEGLIGENCE OR BREACH.
In the event any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable.
The failure by either party to exercise any right, power or privilege under the terms of this Agreement will not be construed as a waiver of any subsequent or further exercise of that right, power or privilege or the exercise of any other right, power or privilege.
In the event of a dispute resulting in legal action, Company will be entitled to its legal fees, including, but not limited to its attorneys’ fees.
Legal and Binding Agreement
This Agreement is legal and binding between the Parties as stated above. This Agreement may be entered into and is legal and binding both in the United States and throughout Europe. The Parties each represent that they have the authority to enter into this Agreement.
Governing Law and Jurisdiction
The Parties agree that this Agreement shall be governed by the State and/or Country in which both Parties do business. In the event that the Parties do business in different States and/or Countries, this Agreement shall be governed by New Hampshire law.
The Bidder acknowledge and agree that this Agreement represents the entire agreement. In the event that the Parties desire to change, add, or otherwise modify any terms, they shall do so in writing to be signed by both parties.
The Parties agree to the terms and conditions set forth above as demonstrated by their acknowledgement of this agreement when registering for the Website.