Terms and Conditions

1. Scope and Precedence - The following terms and conditions govern this Purchase Order (the "P.O.") under which Supplier agrees to sell and deliver such material, equipment, machinery and/or other goods which is/are the subject(s) of this P.O. ("Deliverables") to, and/or to provide and/or perform such services which are the subject of this P.O. ("Services" and, collectively with Deliverables, "Work") for, Pfizer Canada Inc. (hereinafter "Pfizer").
2. Acceptance - Supplier shall be bound by this P.O. upon the earlier of its acknowledgement hereof or the commencement of Work.
3. Delivery Time - Time is of the essence of this P.O. Supplier shall ensure that Work is delivered and performed no later than the delivery date and to the delivery point specified herein.
4. Price - If no price is stated herein, the Work shall be billed at the lower of the price last granted by Supplier to Pfizer or the prevailing market price. Unless otherwise stated herein, this P.O. price includes costs, packing, crating, marking, transportation, bracing and damage, fees or charges of any kind incurred by Supplier in relation to this P.O.
5. Taxes - Any prices stated on the face hereof shall be exclusive of the Goods and Services/Harmonized Sales Tax ("GST/HST") or any other provincial sales or similar taxes ("PST"). GST/HST, PST, if applicable, and customs duties and other like charges shall be shown as separate items on Supplier's invoice and the invoice shall bear Supplier's GST/HST registration number and PST registration number if applicable. Supplier is exclusively liable for, and shall pay before delinquency, all taxes, assessments, lienable claims, charges or other impositions imposed or levied on Supplier or Pfizer in respect of Deliverables or Services furnished hereunder and Supplier shall indemnify Pfizer against all liability or expense incurred due to Supplier's failure to do so.
6. Cash Discount - Any cash discount shall be calculated as of the date Work is delivered and/or performed and accepted by Pfizer.
7. Payments and Invoices - Invoices to Pfizer shall be in duplicate, each invoice containing a description of the Work provided and/or performed and a breakdown of all applicable fees, costs and expenses.
8. Packing, Shipping, Risk of Loss and Title to Deliverables - Deliverables must be shipped in accordance with Pfizer's instructions as well as all laws, corporate and industry standards respecting the safe and proper handling, packing, transportation, cartage, delivery, use or mode of employment of such Deliverables and, in the event of any conflict amongst any of them, the most stringent provisions shall apply. Title to and risk of loss to Deliverables shall only pass to Pfizer at the location for delivery specified by Pfizer, and upon inspection and acceptance of Deliverables within a reasonable time after receipt. Acceptance of title to and risk of loss by Pfizer shall not prejudice any rights Pfizer has hereunder or in law in respect of defective Deliverables, regardless of any receipt executed by Pfizer.
9. Curing Non-Conforming Work - Pfizer may reject any Work within a reasonable time following delivery or performance, as the case may be, if such Work does not conform with this P.O., the specifications communicated by Pfizer to Supplier or prevailing industry standards. Supplier shall promptly cure and return such cured Work to Pfizer at the cost to Supplier. Pfizer may request the immediate replacement of any person or subcontractor of Supplier, who in Pfizer's opinion, does not perform the Work satisfactorily.
10. Relationship with Pfizer - Supplier undertakes to perform the Work as an independent contractor and not as a partner or joint venturer of Pfizer.
11. Termination - Pfizer shall have the right to terminate this P.O. or cancel all or any part of the Work by giving Supplier five (5) days prior notice of its intent to so terminate or cancel. Pfizer shall have the right to terminate or cancel this P.O. immediately upon notice to Supplier at any time prior to acceptance by Supplier or in the event that (i) Supplier becomes bankrupt or insolvent, (ii) Supplier violates any of the terms of, or fails to perform any of their obligations under, this P.O., (iii) any of the Supplier's representations and warranties contained herein are inaccurate or untrue, or (iv) Supplier otherwise fails, in Pfizer's sole view, to satisfactorily perform the Work. If the performance of any of the obligations under this P.O. is prevented, restricted or interfered with by reason of any cause beyond the reasonable control of the affected Party, the affected Party shall, upon immediate notice to the other Party, be excused from such performance to the extent of such prevention, restriction or interference, provided that the Party so affected shall use its best efforts to resume performance hereunder with the utmost dispatch whenever such causes are removed. If such performance cannot be resumed within five (5) days after the date of notice by the affected Party, then Pfizer shall have the right to provide notice to Supplier that it is terminating this P.O. immediately. Upon notice by Pfizer of its intention to terminate this P.O., Supplier shall assemble and turn over forthwith and in an orderly fashion to an authorized representative of Pfizer all Confidential Information (as defined herein) and Deliverables completed at the time of such termination.
12. Change - Pfizer may change this P.O. at any time prior to acceptance by Supplier upon written notice to Supplier. After acceptance by Supplier, Pfizer may, by change request in writing, vary the Work to be performed. If any such variation causes an increase or decrease in the cost of the Work, the Parties shall negotiate in good faith an equitable adjustment to the price. Supplier shall not implement such variation, and Pfizer shall not be liable for any variation to the scope of Work or the price thereof, unless the Parties have agreed to the change notice in writing.
13. Publications and Presentations - Without Pfizer's written prior approval, Supplier shall not: (i) make any presentation, public announcement, or publication of any kind relating to any and all matters arising out of or in connection with this P.O., including this P.O. itself, or (ii) use in any matter whatsoever any trademarks, logos, service marks, trade names, corporate names, proprietary logos, indicia or other business identifiers of any sort of Pfizer.
14. Representations and Warranties - Supplier represents and warrants to Pfizer that: (a) All Deliverables supplied hereunder are free of any liens, encumbrances or claims and that Supplier has full right and authority to sell such Deliverables; (b) All Deliverables supplied hereunder are free from defects in material and workmanship and will be replaced by Supplier at its own costs for a period of six months following delivery of the last Deliverables to be supplied hereunder and are of merchantable quality, conform to the Pfizer's specifications and are suitable for Pfizer's intended uses and purposes; (c) All Services performed hereunder will be performed in a professional and workmanlike manner, in accordance with applicable industry standards; (d) No Work performed hereunder or the use or sale thereof shall infringe on any Intellectual Property Rights of any person; (e) Supplier shall assign to Pfizer all assignable warranties, including, without limitation, subsisting warranties relating to Deliverables, including warranties of dealers, manufacturers, Suppliers, suppliers, installers, subcontractors etc. If any such warranties are not assignable, Supplier shall take such action, at its own expense, as Pfizer may reasonably request to enforce any such warranties; and (f) Supplier has read, understands and covenants to comply with the Pfizer Anti-Bribery and Anti-Corruption Principles found below in Section 21 of this P.O.
15. Insurance and Indemnification - When performing any Work, Supplier must carry adequate insurance to cover both Supplier and Pfizer for: (i) professional liability, (ii) workers' compensation; (iii) general bodily and property damage liability; and (iv) automobile bodily and property damage liability. At the request of Pfizer, Supplier shall provide Pfizer with certificate of insurance attesting to the foregoing. Supplier's insurance policies shall include Pfizer, its directors, officers, employees, sellers, agents and affiliates as additional insured to the extent of Supplier's liabilities and indemnities hereunder. All rules and regulations applicable to employees of Pfizer in relation to behavior, conduct of Pfizer business and security shall be applicable to Supplier's employees, subcontractors and agents when at the premises of Pfizer and Pfizer reserves the right to disallow any person(s) admittance to its premises. Supplier shall indemnify, defend and hold harmless Pfizer and its affiliates, and their employees, directors, officers, agents and contractors, against and from any and all losses, claims, proceedings or investigations ("Claims"), including without limitation, attorney fees, amounts paid in settlement of such Claims, arising out of or in connection with a breach of this P.O. by Supplier and/or its officers, directors, employees, subcontractors and/or agents and/or for their negligence or willful misconduct except to the extent that any such Claim is due to the negligence or willful misconduct of Pfizer.
16. Limitation of Liability - Pfizer's liability to Supplier for negligence, breach of this P.O. or any other claim in damages and losses shall not exceed the total amount owed to Supplier by Pfizer under this P.O. at the time of the breach. In no event shall Pfizer be responsible for any indirect, special, consequential or incidental damages or losses including, but not limited to, lost profits, lost business revenue, lost opportunity or third party damages.
17. Confidentiality - Supplier will keep secret and confidential and not disclose to third parties, any information disclosed to Supplier by Pfizer, any information of a confidential nature disclosed by a third party to Supplier in its capacity as a Supplier to Pfizer (which, in addition to the confidentiality requirements hereunder will be kept confidential by Supplier in accordance with the terms of their disclosure by such third party), and any information developed by Supplier in the course of providing Deliverables or Services under this P.O. Supplier hereby acknowledges and agrees that information and material that it may have, and may continue to, come into contact with, in any form whatsoever, including, without limitation, oral, written, graphic, photographic, recorded, or digital, and includes, without limitation, information and material relating to the Work and Pfizer's business, business processes and methods of doing business (the "Confidential Information") and that this Confidential Information is being made available by Pfizer to Supplier solely for the purposes of performing the Work and for no other purpose. Where Confidential Information received by Supplier is not labeled confidential, Supplier agrees to treat it as such.
    
    Supplier hereby acknowledges that the confidential nature of the Confidential Information is vital to the commercial interests of Pfizer, that the Confidential Information is and shall remain the sole and exclusive property of Pfizer and that Supplier has and shall retain no right, title or interest in or to the Confidential Information. Supplier agrees at all times during the term of this P.O. and for ten (10) years thereafter: (i) to keep secret and not to use the Confidential Information, except for the specific purposes of performing the Work or as expressly authorized by Pfizer in writing, and to take all necessary measures and precautions in order to maintain the confidential, proprietary and secret nature of the Confidential Information; and (ii) to take all necessary precautions to ensure that its employees, officers, directors and agents shall maintain the secret and proprietary nature of the Confidential Information and shall not use the Confidential Information except as required in connection with the performance of the Work or as expressly authorized by Pfizer in writing.
18. Intellectual Property - Supplier will promptly disclose to Pfizer any and all ideas, discoveries, inventions, works, creations or know-how arising from the performance of the Work or based on or derived from all or part of the Confidential Information. Pfizer shall be the owner of and have exclusive right, title and interest in and to (a) all domestic or foreign patents and applications therefore and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof, (b) all inventions (whether patentable or not), invention disclosures, improvements, works, creations, proprietary information, know-how, technology, technical data, schematics, formulae, trade-marks, trade names, service marks, designs, integrated circuit topographies and all documentation relating to any of the foregoing, (c) all copyrights or copyright registrations and applications therefore, and all other rights corresponding thereto throughout the world, (d) all software and all proprietary rights in such software, including documentation and other material related thereto, and (e) all other intellectual or industrial property rights, design rights, confidential information, trade secrets and any other similar intellectual property rights protected by statutory provision or common or civil law in Canada or in any other foreign country ("Intellectual Property Rights") relating to the subject matter hereof, including, without limitation, all Work, whether in written, magnetic, electronic or any other form, which are provided by Pfizer to Supplier or which are conceived or developed by and/or reduced to practice by Supplier or any other person in or during the course of performing its obligations hereunder or any part thereof or otherwise in connection with this P.O. Supplier hereby waives and shall ensure that all of Supplier's personnel waive any and all moral, copyright or other intellectual or industrial property rights with respect thereto in favor of Pfizer, in those jurisdictions where such waiver is not prohibited at law, in any work created in relation to or arising from the performance of the Work. Supplier shall execute and shall cause its employees to execute any and all documents, including assignments, that may by law be required to effect Pfizer's ownership of same.
19. Remedies - Supplier acknowledges that any violation of the terms of this P.O. would result in damages to Pfizer, which could not be adequately compensated by monetary award alone. In the event of any violation by Supplier of the terms of this P.O., Pfizer shall be entitled as a matter of right to apply to a court of competent equitable jurisdiction for relief, waiver, restraining order, injunction, decree or other remedy as may be appropriate to ensure compliance of the Supplier with the terms of this P.O.
20. General Provisions - Subject to the existence of an executed written agreement between the Parties relating to the subject matter of this P.O., this P.O. constitutes the Parties' entire agreement relating to its subject matter, and supersedes and replaces all previous negotiations, representations and any other understanding between them relating to the same subject matter. Subject to Section 12 of this P.O., any modification and/or amendment to this P.O. must be in writing and executed by both Parties. Supplier shall not assign this P.O. or any of its rights or obligations hereunder without Pfizer's prior written consent, which consent may be withheld at Pfizer's sole discretion. This P.O. shall be governed by and interpreted in accordance with the laws of the Province of Quebec, without reference to its conflict of laws provisions, and the laws of Canada applicable therein. All disputes arising under this P.O. will be referred to the courts of the Province of Quebec, which will have jurisdiction, and each Party hereto irrevocably submits to the jurisdiction of such courts. If any term or provision of this P.O. or the application thereof shall be invalid or unenforceable, such term or provision shall be severed from this P.O. and the remainder of this P.O. shall be unaffected thereby and each remaining term or provision of this P.O. shall be valid and be enforced to the fullest extent permitted by law. No provision of this P.O. may be waived except in a written document signed by the Party granting such waiver. All references to monetary amounts in this P.O. shall be in Canadian currency. Il est convenu par le présent acte que les deux Parties demandent que ce contrat et tout avis, consentement, autorisation, communication et approbation soient rédigés en langue anglaise. It is hereby agreed that both Parties specifically require that this P.O. and any notices, consents, authorizations, communications and approvals be drawn up in the English language.
21. Compliance with FCPA - Pfizer's corporate policies provide that Pfizer colleagues must conduct all Pfizer business in a lawful and ethical manner, in accordance with applicable laws and regulations, including the U.S. Foreign Corrupt Practices Act of 1977 (the "FCPA"). The FCPA prohibits making, promising, or authorizing the making of a corrupt payment or providing anything of value to a Government Official to induce that official to make any governmental act or decision to assist a company in obtaining or retaining business. The FCPA also prohibits a company or person from using another company or individual to engage in any of the foregoing activities. As a U.S. company, Pfizer must comply with the FCPA and, as such, requires that its consultants, agents, representatives, and a companies acting on its behalf ("Business Associates") do the same. Consequently, Pfizer requires all of its Business Associates to conduct themselves in accordance with these principles. Therefore, Pfizer and the Supplier shall comply with the obligations identified herein as they are part of the P.O:
    1. Representation and warranties - The Supplier hereby represents and warrants the following:
       1. The Supplier is licensed, registered or qualified under local law, regulations, policies and administrative requirements to do business and, to the extent required by applicable law, has obtained licences or completed such registrations as may be necessary or required by law to provide the good or services encompassed in this P.O.
       2. The Supplier has not and will not directly or indirectly offer or pay, or authorize such offer or payment, of any money or anything of value or improperly seek to influence any Government Official (hereinafter defined), and if the Supplier itself is a Government Official, has not accepted and will not accept in the future, such a payment;
       3. Should the Supplier be required by Pfizer to complete the Pfizer Anti-bribery and Anti-corruption due diligence questionnaire, all information provided by the Supplier in the due diligence questionnaire is complete, truthful and accurate; and
       4. The Supplier undertakes to update these representations or warranties if (during the performance of the Work), the Supplier or any of the employees or individuals who will be primarily responsible for performing under this P.O., or a relative of such an employee or individual, becomes a Government Official or if a Government or a Government Official becomes the owner of the Supplier.
    2. Audit and Monitoring - The Supplier will allow Pfizer to take reasonable steps to ensure that any funds pursuant to this P.O. are properly used, including:
       1. providing periodic invoices, as applicable, stating , in details the Work performed;
       2. providing documentation of all expenses to obtain reimbursement and providing Pfizer with written notification in advance of any extraordinary expenditure, as applicable. Pfizer must authorize any extraordinary expenditure in writing before it may be incurred; and
       3. permitting, during the term of the P.O. and for three (3) years after final payment has been made in accordance with this purchase order, Pfizer's internal and external auditors access to any relevant books, documents, papers, and records of the Supplier involving the transaction set forth in this P.O.
    3. Termination - In addition to the other termination rights provided in this P.O., Pfizer may terminate this P.O. if the Supplier breaches any of the above representations and warranties or if Pfizer learns that improper payments are being or have been made to Government Officials by the Supplier with respect to services performed on behalf of Pfizer or any other company. Further, in the event of such termination, the Supplier shall not be entitled to any further payment, regardless of any activities undertaken or agreements with additional third parties entered into prior to termination and the Supplier shall be liable for damages or remedies as provided by law.
    4. Precedence - Notwithstanding anything to the contrary in the P.O., the Parties hereto agree that in the event of a conflict between any terms and conditions contained in this Section and those contained in the remainder of the P.O., the terms and conditions of this Section shall prevail.

PFIZER ANTI-BRIBERY AND ANTI-CORRUPTION PRINCIPLES

Definition of a Government Official

Government Official:

(a) an officer or employee of, or

(b) an individual who acts in an official capacity on behalf of:

(i) an entity listed in Schedule FCPA1 (see below),

(ii) any other Canadian federal, provincial, territorial or municipal government, agency, organization, commission, committee or foundation, or

(iii) a Canadian political party, Canadian Crown corporation or public international organization or

(c) a Canadian political party itself.

Note: despite the fact that Canada operates under a public health care system, physicians are generally independent contractors and are not generally considered employees of the government.

Schedule FCPA1
GOVERNMENT BODIES WITH WHICH PFIZER COMMONLY INTERACTS

• Health Canada
• Canadian Agency for Drugs and Technologies in Health (CADTH)
• Industry Canada
• Integrated Health Agencies (Atlantic Canada)
• Privy Council Office
• Réseaux locaux de services de santé et de services sociaux (CSSS - successor to CLSCs) (Québec)
• Prime Minister's Office
• Foreign Affairs and International Trade
• Groupes de médecine familiale (Québec)
• Patented Medicine Prices Review Board
• Cliniques réseau (CR or CMA) (Québec)
• Veterans Affairs Canada
• Local Health Integration Network (Ontario)
• National Defence
• Family Health Teams (Ontario)
• Finance Canada
• Regional Health Authorities (Western Canada)
• Royal Canadian Mounted Police
• Common Drug Review (CDR)