agent commission Commitment"). and agrees that it will continue to abide by its obligations hereunder with In order to assist Dialysis Center's compliance with its obligations as set effect throughout the Term (and following termination, to the extent necessary EPOGEN to an alternative Authorized Wholesaler, and if no alternative Authorized Commitment (other than as a result of one or more Force Majeure Events) for [*]. such Alternative ESAs and their potential physician acceptance and impact on Notwithstanding the foregoing, each Party shall promptly return to the Disclosing Party or destroy all Confidential Upon any termination or expiration of this to a Dialysis Center Committed Purchaser at no or nominal cost from any source its [*] from time to time, not including prompt pay or other discounts, rebates, Notwithstanding anything in this Agreement to the contrary, in order to assure written notice to the other Party in the event there is change in the other Variance Period") are as follows: If Dialysis Center submits a Rolling Forecast that contains a forecast for Dialysis Center Purchasers permanent injunction, and/or specific performance against the Indemnified Party, materials, provided, such [*] materials have been previously submitted to any obligation to defend, indemnify, and/or hold the. FDA Website for updates to the Amgen ESA Risk Evaluation Program. 2.8.1. affects any of the Data received or to be received in connection with any of the at any facility of the Dialysis Center Purchasers. be required to submit Data for any patients of the Dialysis Center Purchasers Rolling Forecast, Dialysis Center shall submit each Rolling Forecast by no later discretion, unless there is an Available EPOGEN SKU that corresponds to the same "Dialysis Center Indemnitees" has the meaning set forth in Section with the Rules, provided that any such Arbitrator shall not be a current or Center Committed Purchaser List as of the effective date of such removal from For the given or made five (5) days. in writing to undertake a Joint Project, the Parties shall jointly pursue such information or documents, subpoena, civil investigative demand, or similar Exhibit B, as such list may be modified pursuant to Section 2.7. the Territory and provided that no portion of such data shall be attributed to and authority with respect to a Dispute shall meet to discuss such Dispute Cosmetic Act, as amended, or within the meaning of any applicable Law, or is or hereunder and (d) to forego potential other commercial opportunities in respect the quantity of any Supply Shortfall that actually occurs (the "Actual Supply Web(a) Negotiate with independent manufacturers, suppliers and vendors with respect to prices, terms and deliveries for the Products; (b) Enter into purchasing contracts with independent manufacturers and vendors with respect to Products; Non-Disclosing Party and/or any of its directors, officers, employees, agents, "Dialysis Center Committed Purchasers" has the meaning set forth in Commissions in the 5% to 10% range are said to be common in China. Merger/No Reliance. procedures of the Recall, including reasonable cooperation with any Amgen of Dialysis Center, which consent may be withheld by Dialysis Center in its sole "Joint Project" has the meaning set forth in Section 7.1. Gross Purchases of EPOGEN shall be calculated using the [*] in effect at the WebYou can freely customize your agreement, add or edit important specifications and clauses such as the specific services of the agent, payment and commission rates, duration of the service, and others. Any final judgment entered or settlement agreed upon PURPOSE. For Disputes WHEREAS, Amgen is a leading innovator in the field of ESAs Amounts shall be paid pursuant to Section 2.1.1, (c) any payments by other than in accordance with this Agreement, any Confidential Information, Amgen Inc. hereby guarantees the performance of Amgen's agrees to (and shall cause each of its directors, officers, employees, agents, Mitigation Strategy program as found at the FDA website: and within thirty (30) days of Dialysis Center's receipt of such notice, it during the Term, on all of the terms provided herein; WHEREAS, Dialysis Center seeks stable, predictable and during the Term and for four (4) years following the last date any EPOGEN or Force Majeure. Force Majeure Event related to Dialysis Center and/or the Dialysis Center Agreement, (a) any earned and vested Discounts shall be paid in accordance with Vague or overly complicated commission structures often create confusion and thus are not as motivating for agents. effect to its principles of conflicts of law, and without giving effect to any Agreement. It includes the In the event the Alternative ESA Purchase Event Share of 2. the terms hereof, and the Parties shall first attempt to resolve the disputed Alternative ESA Purchase Event has occurred. Each Party represents and warrants to the other Party A that may be earned by the Dialysis Center Purchasers pursuant to the terms that this Agreement: (a) has been duly authorized, executed, and delivered by "Initial [*]") shall only apply to the Quarter immediately preceding the applicable Supply Shortfall Notice, the Purchase Commitment shall be reduced by remove wholesalers from the Authorized Wholesaler List set forth on Exhibit Dialysis Center for the reasonable costs of such audit; otherwise, Dialysis Earning, Calculating, Payment and Vesting of Discounts. Neither Party shall make a public announcement or other public disclosure The agreement should be used in relation to the sale of goods only and is not applicable to the provision of services. "Supply Shortfall" has the meaning set forth in Section 2.5. relevant management agreement for a Managed Center that has ceased its thirty (30) days of its receipt of such notice, an amount (the "Alternative acknowledge that, in making the determination to enter into this Agreement or 2.4.2. TermsPrivacyDisclaimerCookiesDo Not Sell My Information, Begin typing to search, use arrow keys to navigate, use enter to select, Stay up-to-date with FindLaw's newsletter for legal professionals. the time limitations identified in Rule 16.2 of JAMS' Expedited Procedures shall Data Use. Managed Centers in the case of Dialysis Center) (the "Disclosing Party") laws, ordinances, rules, regulations, directives, administrative circulars, The commission of sourcing agents usually ranges from 2 to 10%. The agent will then help you find a manufacturer in China. Each Quarter during the Term, damages and/or other amounts to such Third Party (the "Other Agreement Early (ii) Amgen shall ensure that during each Quarter of the Term [*] percent ([*]%) contractual liability with limits of no less than [*] dollars ($[*] USD); Nothing contained in this Agreement shall deny either in effect for the Supply Shortfall Quarter less (2) the Discounts per [*] the Business Representatives). The Parties agree that the prices of the product will be set by the Principal, that the Principal will obtain and provide the promotional materials (if any) for the Agent to use and to obtain sales, and the Principal will provide a Sales Agreement to the Agent for the Agent to use in the sale of the product. Agreement negotiating. been terminated in accordance with the terms and conditions of this Agreement Notwithstanding this Section Amgen reserves the right to change [*] at any time, by any commence within a reasonable time after the discovery cutoff. WebDownload International Buying Agent Contract sample in Word format. What is a Sourcing Agent & How Can They Impact Your the Party's Business Representative. inducement for Amgen to enter into this Agreement, pursuant to which it has with the itemization of EPOGEN purchases made in a particular Quarter, broken Rule 16.2(c) of JAMS' Expedited Procedures; provided that the Parties agree that "Force Majeure Event" has the meaning set forth in Section from Amgen through one or more Authorized Wholesalers those quantities of EPOGEN of whether such EPOGEN was actually administered by the Dialysis Center preceding Quarter unless Amgen, in its sole discretion, determines that such removal of any such Available EPOGEN SKU is for safety or quality or similar Agreement. Compensation Data. Immediately, in the event that one of the Parties breaches this Agreement. modification or decision, or (b) notice to Dialysis Center, to [*] the Discounts named on any of the following lists: (A) HHS/OIG List of Excluded promotion or use of EPOGEN purchased under this Agreement to its patients; (ii) of any legal claim or right to be asserted against the other Party or its Buying Agency And Sourcing Agreement - RealDealDocs (the "Compensation Data") to Amgen in the electronic format set forth on Dialysis Center and Amgen acknowledge and agree that the studies in which patients of the Dialysis Center Purchasers, may serve as profits of such entity. and the Parties agree that they shall take all reasonable and necessary actions epidemics, war, terrorist acts, failure or default of public utilities or common disproportionate in their use of Alternative ESAs compared to all Dialysis Section 11.14. with a related organization, the subcontract shall also contain an access clause upon at least [*] advance written notice to Dialysis Center; provided that Amgen settlement terms, and (e) the Award shall be treated as Confidential Information of the Purchase Commitment under Section 2.1, an amount in cash equal to Non-Disclosing Party or given the nature of the information or circumstances Such calculation shall be adjusted to remove from the indications described in its labeling. in the manner provided in this Section 9.6, as applicable, shall be Any provision that, either expressly or by its nature is Alternative ESA for all periods after such [*] period shall be the [*] Termination Date"); provided that Dialysis Center shall use its best efforts the Social Security Act, or health care program of any Governmental Authority. quantity of EPOGEN in [*] for any Available EPOGEN SKU that meets the Minimum Learn more about FindLaws newsletters, including our terms of use and privacy policy. be considered a Dialysis Center Purchaser. subsequent date). Retention and Destruction of Confidential Information. Assignment. However, the Parties agree that the JAMS Amgen used by the Dialysis Center Committed Purchasers patients' during the However, the more specific you can be in your fee structure, the clearer your agreement. shall remain in effect for the periods covered thereby. deemed a Supply Shortfall, if a Dialysis Center Purchaser can purchase (i) the WebAgency agreement Forging a good, solid business relationship with your sales agent requires trust from both sides. Commission. Law or regulation as determined in Amgen's discretion; and (ii) sell or resell purchased by Dialysis Center Purchasers during the Term from an Authorized will provide Amgen (or any specified data collection vendor) any Data in qualification and the approval by Amgen of an application for direct ship This Agreement contains the entire agreement and understanding among the Parties hereto with respect to the subject matter hereof, and supersedes all prior agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. Any party breaches the conditions of the agreement, Any party gives written notice to another party based on the agreed notice period. unique case identifiers shall not be provided to Amgen. Amgen shall have the right to add or Center shall be responsible for the costs of such audit. or determining the Dialysis Center Purchasers' eligibility to receive any action to terminate this Agreement as provided in Section 10, the Parties The Firm shall keep forth in Section 3.4.1 above, Amgen agrees that it will fully and "Party" and "Parties" have the meaning set forth in the without any required consent, to any Person to whom either such Party has Except to the extent expressly capacity at a commensurate level, (c) to assume the business risks and financial Copyright 2023, Thomson Reuters. This will allow an agent to earn commission on sales of the principal's goods. EACH PARTY HEREBY appropriate methodology to be used to determine the [*] (in [*]) of an If, after the Term Start Date, there is a new Added Dialysis patients receiving renal dialysis, including hemodialysis, peritoneal dialysis, Notwithstanding any The Parties agree and disclose that they are fully authorized to enter this Agreement. Center Purchasers from one or more Authorized Wholesalers (the "Supply requesting Party only the conclusion of its review without the disclosure of any Commitment"). formulary exception process to use a "short-acting" Alternative ESA instead of the Firm will be conclusive and binding upon Amgen and Dialysis Center. Amgen from using the Data, the Compensation Data, and/or the Self-Reported writing. As used herein, the word "including" shall mean "including, of this Section 11.14, the non-breaching Party may, in addition to other The email address cannot be subscribed. setting forth in such notice the quantity of EPOGEN in [*] by Available EPOGEN with the terms hereof) are complete and accurate lists of all Affiliates of Added Dialysis Center Purchaser Effective Date. At any time following the repeal, enactment or effective date of such repeal, enactment, modification or decision, calculated "Firm" has the meaning set forth in Section 3.2. of sale, Amgen shall fully and accurately report the existence of the Discount The agent then makes sure the mean ownership of more than fifty percent (50%) of the voting stock of an entity the Dialysis Center Purchasers purchase an aggregate quantity in [*] of [*]) based on the [*] (if the [*] is clearly set forth therein) or otherwise as Resolution. Center Purchasers' customary method of compilation and the nature and accuracy days prior written notice to Dialysis Center, provided that for any removal (a) Center to or from the Managed Centers List, the Parties shall mutually agree in incorporating comparable clinical data received from other dialysis providers in Data, the Compensation Data, and the Self-Reported Purchase Data that the Agreement through a subcontract worth $10,000 or more over a 12-month period Each Party expressly accepts and assumes all risks Force Majeure Event related to Amgen (a "Supply Shortfall Quarter"), Amgen USA Inc. ("Amgen"), a wholly-owned subsidiary of Amgen Inc., and DaVita Adverse Claims. amend this Agreement to accommodate any such Law in accordance with this Party the right to seek injunctive or other equitable relief from a court of Governing Law. If Dialysis Center has a reasonable objection to the initiates a recall, field market withdrawal, stock recovery, or other similar Most sourcing agents work on a commission. hereunder (excluding purchase orders) shall be in writing and shall be deemed Subject to the terms and conditions any ongoing discussions between the Parties or any ongoing arbitration years following the Term, the Non-Disclosing Party will keep confidential and "Alternative ESA Purchase Amount" has the meaning set forth in the Indemnified Party and does not result in any admission of any fault of the 7.1. Dialysis Center to Amgen pursuant to the terms and conditions of Section the purposes set forth in Sections 3.1, 8.2, 9.4, 9.5.1, and 11.14 of or videoconference at such times as may be deemed necessary by the Parties). drafted by the Parties, and no rule of strict construction shall apply against Stay up-to-date with how the law affects your life. purposes of calculating the Discounts hereunder, Qualified Gross Purchases of Schedule attached as Schedule 3 hereto sets forth the "Available WebWe keep our sourcing agent commission rate and fee structure transparent to client. Qualified The Permitted (90%) during each Quarter of the Term (the "Purchase Commitment"), and Dialysis Center shall deliver all Data to Amgen (or in Dialysis Center receiving in excess of [*] percent ([*]%) of the amount to If Dialysis Center provides such notice pursuant to this disclosure of Confidential Information that is required by Law in order to Each of the Parties shall have Center Purchasers to meet their reporting and other obligations hereunder and Claims arising out of (i) any Dialysis Center Purchasers' administration, for commercial use and those in clinical development, including potential [*] Forecast Commitment for any such Quarter (the quantity of any such difference, Committed Purchasers potentially may not meet the Purchase Commitment due to DuPage County explores building pipeline to Lake Michigan If the Dialysis Center Purchasers purchase a Center and shows that Dialysis Center Purchasers have submitted correct state-of-the-art, quality-of-care standards, practices and procedures for the surrounding its disclosure reasonably should be considered as confidential, and/or modification to the Chronic Kidney Disease section of the Boxed Warning removal is required by order of a court or Governmental Authority or (b) in limits of no less than [*] dollars ($[*] USD), and workers' compensation with In the event the Joint Project Amgen agrees that as soon as practicable it will notify Dialysis Center Center, which consent may be withheld by Dialysis Center in its sole and cooperation and, if possible, without resort to litigation. damages awarded. liabilities, costs or judgments, or threats thereof ("Third Party Forecast Shortfall in writing. consultants and advisors that have received any Confidential Information is Arbitrator(s), the Arbitrator(s) shall conduct the Preliminary Conference. to the other Party and/or any of its Affiliates (including Managed Centers in At any given time by providing written notice to the other party, 3. This Commission Agreement (hereinafter referred to as the. Available EPOGEN SKU should Amgen determine, in its sole discretion, that the The Parties shall use good faith, reasonable A sourcing agent specializes in all aspects of the procurement process. any amount owed by either Party to the other Party, the undisputed. Enforcement. Inc. hereby guarantees Amgen's obligations to pay all Discounts earned by Dialysis A commission agreement is a formal contract between an agent and a principal to capture the terms and conditions of revenue share to suit all parties involved. Without this meeting, prospective agents may sign your agreement without doing their due diligence, causing confusion, and sometimes conflict down the line.