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Contract analysis / engagement-letter-solstice-compliance-review.docx
engagement-letter-solstice-compliance-review.docx
High · 4
Medium · 3
Standard · 1
1. CLIENT IDENTIFICATION
High
⚑ Non-compete / exclusivity restraint
1. CLIENT IDENTIFICATION The client in this engagement is Solstice Biomedical Devices Ltd., a private limited company organized and existing under the laws of Ireland, with its registered office at Unit 14, Clarion Business Park, Sandyford, Dublin D18 X4F2, Ireland. For purposes of this engagement, the Firm's representation extends to Solstice Biomedical Devices Ltd. and its wholly owned US subsidiary, Solstice Biome
2. SCOPE OF ENGAGEMENT
High
⚑ Penalty / liquidated damages
2. SCOPE OF ENGAGEMENT 2.1 Overview The Company has engaged the Firm to conduct a comprehensive sales-and-marketing compliance review in connection with Solstice's first US commercial launch of the Pulsar™ CRM System (the "Product"), a Class II implantable cardiac rhythm monitor with integrated remote telemetry platform. The Product received clearance from the US Food and Drug Administration ("FDA") through the prema
3. ENGAGEMENT TEAM
3. ENGAGEMENT TEAM The Firm has assembled a team with significant experience in healthcare regulatory and compliance matters to support this engagement. The members of the engagement team, their roles, and their current hourly billing rates are as follows: Joel Strauss — Responsible Partner, Healthcare & Life Sciences Practice Group. Joel will provide strategic oversight for the engagement, review all substantive del
4. FEES AND BILLING
High
⚑ Non-compete / exclusivity restraint
4. FEES AND BILLING 4.1 Hourly Rates All legal services rendered in connection with this engagement will be billed on an hourly basis at the Firm's current standard rates, which are as follows: The Firm's standard hourly rates are subject to annual adjustment, which typically takes effect on January 1 of each calendar year. However, the Firm agrees that it will not adjust the rates set forth above during the term of
5. ANTICIPATED TIMELINE
5. ANTICIPATED TIMELINE The Firm anticipates that the engagement will proceed according to the following general timeline, subject to adjustment based on the availability of client personnel, the volume and timing of document production, and other factors that may affect the pace of work: Engagement Commencement: On or about April 8, 2024, upon execution of this letter by the Company. Phase 1 — Document Collection an
6. CONFIDENTIALITY
Medium
⚑ Confidentiality undertaking
6. CONFIDENTIALITY All information provided by the Company to the Firm in connection with this engagement will be treated as confidential and will not be disclosed to any third party without the Company's prior consent, except as required by law or as necessary to perform the services contemplated by this engagement. The Firm maintains appropriate physical, electronic, and procedural safeguards to protect confidentia
7. CONFLICTS OF INTEREST
7. CONFLICTS OF INTEREST The Firm has conducted a conflicts of interest check in accordance with its standard procedures and the applicable rules of professional conduct and confirms that, as of the date of this letter, it has identified no current conflict of interest that would preclude the Firm from undertaking this engagement. Specifically, the Firm does not currently represent any of the following persons or ent
8. DOCUMENT RETENTION
8. DOCUMENT RETENTION The Firm will maintain engagement files (including correspondence, memoranda, agreements, research materials, and other documents) in accordance with its standard document retention policy, a copy of which is available upon request. The Firm's document retention policy generally provides for the retention of closed-matter files for a period of seven (7) years following the conclusion of the enga
9. TERMINATION
Standard
⚑ Commercial term
9. TERMINATION Either party may terminate this engagement at any time upon written notice to the other party. The Company's right to terminate is absolute and unconditional; the Firm's right to terminate is subject to its ethical obligations to avoid prejudice to the Company's interests and to comply with applicable rules of professional conduct governing withdrawal from representation. In the event of termination by
10. LIMITATION OF LIABILITY; NO GUARANTEE OF OUTCOME
Medium
⚑ Forum / governing law
10. LIMITATION OF LIABILITY; NO GUARANTEE OF OUTCOME The Firm will perform the services contemplated by this engagement letter in accordance with the applicable standard of professional care for attorneys practicing in the area of healthcare regulatory and compliance law. The Company understands and acknowledges that this engagement involves the provision of legal advice and analysis, and that the Firm does not and c
11. GOVERNING LAW
High
⚑ Non-compete / exclusivity restraint
11. GOVERNING LAW This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles. Any dispute, claim, or controversy arising out of or relating to this engagement letter, or the breach, termination, enforcement, interpretation, or validity thereof, shall be subject to the exclusive jurisdiction of the state courts of th
12. ENTIRE AGREEMENT; AMENDMENTS
Medium
⚑ Confidentiality undertaking
12. ENTIRE AGREEMENT; AMENDMENTS This engagement letter constitutes the entire agreement between the Firm and the Company with respect to the engagement described herein and supersedes all prior and contemporaneous discussions, negotiations, proposals, understandings, and agreements, whether oral or written, relating to the subject matter hereof. No amendment, modification, supplement, or waiver of any provision of t