Common use of Work Statements Clause in Contracts

Work Statements. 2.1 This Agreement contains general terms and conditions under which Customer may engage Brammer to provide, and Brammer would provide, Services. Customer and Brammer will complete and execute an initial Work Statement as Exhibit A before any Services are provided. Each Work Statement will include, as appropriate, a description that specifies the Program, the scope of the Services under such Program, the estimated duration of the Program, and all other matters pertinent to completion of the Program, and, once executed by both Parties, such Work Statement will be deemed a part of this Agreement and incorporated herein by reference. To the extent any terms or provisions of a Work Statement conflict with the terms and provisions of this Agreement, the terms and provisions of this Agreement will control, except to the extent that the applicable Work Statement expressly states an intent to modify the terms of this Agreement on a specific matter. The Parties may amend a Work Statement by agreement in writing from time to time during the term of this Agreement. 2.2 The Parties envisage that they will enter into two Work Statement(s) in connection with this Agreement, with the second Work Statement covering Part 2 of the program of work, as set out in outline in Work Statement 1. In consideration of the Customer agreeing to commence good faith negotiations for the second Work Statement with Brammer no later than the date on which the engineering run Batch of the Product is accepted by the Customer, [**] 2.3 A Program will be complete when all Stages of the applicable Work Statement(s) have been completed or when the applicable Work Statement or this Agreement has been terminated pursuant to Section 20. 2.4 With respect to each Work Statement, Customer acknowledges that Brammer consulted with Customer in developing the Work Statement in a manner consistent with ▇▇▇▇▇▇▇’▇ then current reasonable understanding of, as applicable, United States (the “U.S.”), EU and UK, and other regions as agreed to by the Parties, regulatory guidelines to the extent applicable to the Product and the Parties. Brammer does not, however, represent or warrant that the Program and/or the Results of the Services will satisfy the requirements of any Regulatory Authorities at the time of submission of such Results to such Regulatory Authorities. Customer will be responsible for obtaining all regulatory approvals relating to registration of the Product, but not for any existing licenses of Brammer, and will own the applicable regulatory filings and approvals. As between the Parties, Customer will be responsible for complying with all Applicable Laws relating to the shipping, distribution and marketing of Product.

Appears in 2 contracts

Sources: Development and Manufacturing Services Agreement (Freeline Therapeutics Holdings PLC), Development and Manufacturing Services Agreement (Freeline Therapeutics Holdings LTD)