The Insidious Canada / Pfizer Contract
The Devil's deal with the Devil.
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As we write this, the contract between Her Majesty the Queen in Right of Canada, Represented by the Minister of Public Works And Government Services Canada (signed by Anita Anand) and Pfizer has been out for a while. This contract was created in 2020 and brought to light a couple of month ago through an FOIA request. The copy that was provided through the FOIA was heavily redacted.
Fortunately, both Israel and South Africa had also released copies of their contracts with Pfizer. My partner, Jody and I, have taken great steps to decipher and fill in the redacted portions of the Canadian contract by comparing all three contracts. There were many shocks, both large and small, as well as many things that we already knew, such as Pfizer getting indemnity from all Governments around the world.
What you will find in this substack is a contract that proves;
The Federal Government was told the COVID 19 “vaccine” was neither SAFE nor EFFECTIVE before they purchased the product.
The Federal Government agreed to keep “detailed records” of the “vaccine” delivery, deployment and all possible harms. Detailed to the point of which batch numbers went where, the dates delivered and the harms of each batch number.
The Federal Government REMOVED many clauses that would prevent anti-corruption and bribery.
The indemnification goes way beyond what we previously thought.
In this substack, we will break down each section and show you what was removed from the contract and, in some cases, speculate on why it was removed.
Before we begin we need to explain how we filled in the blanks to “un-redact” the document. The redacted portions of the Canadian contract have been filled in using the Israel and South Africa contracts. In some cases, the verbiage and sizing of the verbiage paragraph/lines are exactly the same in both the Israel and South African contracts as it is in the redacted Canadian contract, so it is safe to conclude that Canada’s redacted portion will be the same verbiage as Israel and South Africa. In other cases, the redacted box matched perfectly to the size of the verbiage in at least one of the contracts while the other contract contained the same content intention in a varied manner so we are confident it would be similar verbiage to the closest match. The obstacle we faced was that all three contracts were not exactly the same in all parts; therefore, where the verbiage was different, including the intention of the verbiage in the unredacted contracts we were unable to best-suppose the Canadian redacted content and therefore were unable to fill in that particular darkness. As well, both Israel and South Africa contained strengths and weaknesses which we can neither suppose in the Canadian redacted contract.
ISRAEL - PRO- It was created closer to the time as Canada’s contract meaning a closer match in content to Canada so the verbiage was nearly the same. CON- also heavily redacted although not as much as Canada.
SOUTH AFRICA - PRO- Almost no redactions at all so most of the content was visible. CON- The contract was created months after Canada and Israel so the content varies more due to the information that was reported from the detailed reports that other countries were providing to Pfizer.
The portions of the Canadian contract were filled in using a comparison of the 2 other contracts. When confidence was high we added the content. When the information was not enough to provide a reasonable assurance the content was correct, we either left the portion blank or added it to the supplement at the end using South Africa’s content.
DISCLAIMER: Although we are confident we are accurate, there is a reasonable assumption that some redacted portions could be incorrect. We have provided all 3 contracts at the end of this substack for you to download freely and check our work. Feel free to point out errors or offer corrections. We invite the Federal Government to make public the contract or portions that require corrections, we would be happy to make those changes once proof is provided.
We will be adding expert opinions to this document so please check back for updates.
ALL FOUR CONTRACTS ARE AVAILABLE TO DOWNLOAD AT THE END OF THIS SUBSTACK (Canada redacted, Canada Reconstructed, Israel, South Africa
How to read this substack:
The sections NEXT TO THE RED LINE are the contract.
The sections that are BOLDED AND ITALICIZED are the reconstructed redactions.
The sections in between the red lines are opinion and commentary. Provided by Jody Ledgerwood, Daniel Freiheit, Colin Browne and myself.
THE CONTRACT.
We will be going through this contract in sections. We will skip both the Table of Contents and SECTION 1 that outlines the contract definitions as we will be covering both in later sections, with the exceptions of the preamble and 1.42 “PRODUCT” and 1.55 “VACCINE”, which bear some scrutiny.
PREAMBLE
MANUFACTURING AND SUPPLY AGREEMENT
THIS MANUFACTURING AND SUPPLY AGREEMENT dated as of October 26,
2020 (the "Effective Date") is made by and between Pfizer Canada ULC with offices at 17300 Trans-Canada Highway, Kirkland, Quebec, Canada, H9J 2M5 (hereinafter "Pfizer") and Her Majesty The Queen In Right of Canada, as represented by the Minister of Public Works and Government Services Canada with offices at 11 Laurier St. / 11, rue Laurier, 6B3, Place du Portage III, Ga tine au, Quebec, KIA 0S5 (hereinafter "Purchaser"). Purchaser and Pfizer may be referred to herein individually as a "Party" or collectively as the "Parties".
WHEREAS, Pfizer Inc. ("Pfizer US") and BioNTech SE, a company organized and existing under the laws of Germany ("BioNTech"), are collaborating to develop a vaccine to address the global COVID-19 pandemic;
WHEREAS, subject to clinical success, Pfizer US and BioNTech shall be responsible for all requirements of the processes of approval of the clinical trials and the marketing authorization of the Product;
WHEREAS, Purchaser desires to purchase the Product for use in Canada, and subject to clinical success and regulatory approval in Canada, Pfizer desires to manufacture and supply such Product to Purchaser; and
WHEREAS, the Parties are willing to carry out the foregoing pursuant to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of these premises and the covenants and agreements set forth herein, the sufficiency of which is hereby acknowledged and agreed, and intending to be legally bound thereby, the Parties hereby agree as follows:
IMPORTANT NOTE - The Canadian contract is the only one of the three that designates one person as the contract “purchaser”. The South African contract designates the purchaser as the Republic of South Africa. The Israeli Contract designates the Israel Ministry of Health. It is ONLY Canada that designates a person and not a government body. One could ask the question, did Trudeau set up an escape route by being able to blame Anita Anand when the time comes? This would not be the first time that a Liberal cabinet minster has had to fall on a grenade so Trudeau could continue. Time will tell if history will repeat.
SECTION 1 - DEFINITIONS
PRODUCT
1.42 Canada REDACTED.
1.42 Israel reads; “Product” means all vaccines manufactured, in whole or in part, or supplied, directly or indirectly, by or on behalf of Pfizer or BioNTech, or their Affiliates pursuant to this agreement that are intended for the prevention of the human disease COVID-19 or any other human disease, in each case which is caused by any of the virus SARS-CoV-2 and/or any or all related strains mutation, modifications or derivatives of the foregoing.
1.44 South Africa reads; "Product" means the medicinal product being BNT162b2, a nucleoside-modified messenger RNA (mRNA) vaccine that encodes an optimized SARS-CoV-2 full length spike glycoprotein (S) in an unpreserved frozen multi-dose vial that must be diluted, for which Authorization has been granted or is being sought, for the prevention ofCOVID-19, including any subsequent non-material variations as reasonably determined by Pfizer and approved by the relevant regulatory authority. For the avoidance of doubt, changes to the active substance or antigenic characteristics ofBNTl 6262 encoding a variant or new strain of SARS-Co V-2 as well as any new formulation of BNT 16262 are explicitly excluded from the scope of the "Product" as defined here, as are any other significant product changes as Pfizer may reasonably determine.
VACCINE
1.55 Canada REDACTED
1.54 Israel reads; "Vaccine" shall include (a) all vaccines manufactured, in whole or in part, or supplied, directly or indirectly, by or on behalf of Pfizer or BioNTech or any of their Affiliates to Purchaser pursuant to this Agreement that are intended for the prevention of the human disease COVID-19 or any other human disease, in each case which is caused by any of the virus SARS-CoV-2, and/or any or all related strains, mutations, modifications or derivatives of the foregoing, (b) any device, technology, or product used in the administration of or to enhance the use or effect of, such vaccine supplied under this Agreement, or (c) any component or constituent material of(a) or
1.56 South Africa reads; "Vaccine" shall include (a) all vaccines manufactured, in whole or in part, or supplied, directly or indirectly, by or on behalf of Pfizer or BioNTech or any of their Affiliates that are intended for the prevention of the human disease COVID-19 or any other human disease, in each case which is caused by any of the virus SARS-Co V-2, and/or any or all related strains, mutations, modifications or derivatives of the foregoing that are procured by Purchaser, its Affiliates or agents by any means (whether pursuant to the Agreement or by way of any purchase or donation from any third party or otherwise, whether or not authorized pursuant to Section 2. 1) or that are administered within the Territory, and whether procured or administered prior to or following execution of this Agreement, (b) any device, technology, or product used in the administration of or to enhance the use or effect of, such vaccine, (c) any component or constituent material of (a) or (b), or (d) any use or application of any product referred to in (a)-(b).
We have put out a request for an expert to weigh in on the significance of these changes and will update this substack once we have received an answer.
**One interesting side note comes at the end of this section. The first sentence of the last paragraph after the definitions. It reads;
Except where the context expressly requires otherwise, (a) the use of any gender herein shall be deemed to encompass references to either or both genders,
Does this mean that - scientifically and legally- the Canadian federal government acknowledges there are only two genders? Anita Anand believes it enough to sign her name to it.
SECTION 2 -***Redacted portions in bolded italics**
2.1 AGEEMENT TO SUPPLY
(a) During the Term, Pfizer shall use Commercially Reasonable Efforts tosupply or have supplied the Product to purchaser and purchaser shall purchase the Product, subject to and in accordance with the terms and conditions of this Agreement.
Commercially reasonable efforts come up a lot. It is redacted every time. The reason for the redaction could be as innocuous as an automated removal due to the word “commercially”. It also could be due to the fact that this phrase seems to imply that Pfizer has an excuse if they don’t deliver on their end. Commercially reasonable efforts is not the same as “Best efforts” according to Lawyers Colin Browne and Daniel Freiheit. So it seems to be a catch-all loophole. Here is the definition given in SECTION 1
(Section 1.12)"Commercially Reasonable Efforts" means with respect to the efforts to be expended by Pfizer to achieve the relevant objective, the activities and degree of effort that a similarly situated party (with respect to size, resources and assets) in the pharmaceutical industry would use to accomplish a similar objective in its own commercial interests under similar circumstances and considering the relevant risks, uncertainties, limitations and challenges of the development, manufacture, commercialization and distribution of a novel COVID-19 vaccine product, taking into account the following factors: actual and potential issues of safety and efficacy, novelty, product profile, the proprietary position, the then current competitive environment for such Product, the likely timing of the Product's entry into the market, the regulatory environment and status of the Product, compliance with Laws, past performance of the Product and other similar products, the ability to produce or obtain adequate supply of the Product or any components or materials used in the manufacture of the Product and other relevant scientific, technical, operational and commercial factors, in each case as measured by the facts and circumstances at the time such efforts are due.
Moving on.
(b) Purchaser acknowledges and agrees that (i) Pfizer's efforts to develop and manufacture the Product are aspirational in nature and subject to significant risks and uncertainties, and (ii) the fact that any other drug or vaccine to prevent, treat or cure COVID-19 infection is successfully developed or granted authorization earlier than the granting of Authorization for the Product shall not change the current situation of urgent needs for prevention of the spread of the COVID-19 infection that poses serious threats to and harmful effects on the lives and health of the general public.
Purchaser - in this case the Canadian federal government, and more specifically Anita Anand, acknowledges that Pfizer’s efforts are aspirational in nature. Not factual, nor scientific, but hopeful. Then goes on to say there could be significant risks and uncertainties. This sentence alone means that our government (Justin Trudeau and Health Canada) could not reasonably advertise the “Vaccine” as SAFE AND EFFECTIVE. Section 2.1 (b) proves criminal negligence.
(c) Notwithstanding the efforts and any estimated dates set forth in the Interim Delivery Schedule, the Parties recognize that the Product has completed Phase 26/3clinical trials and that, despite the efforts of Pfizer in research, and development and manufacturing, the Product may not be successful due to technical, clinical, regulatory, manufacturing, shipping, storage, or other challenges or failures.
The product MAY NOT BE SUCCESSFUL. Again, this undermines “safe” and “effective”. It also undermines our Government, our Media and Health Canada’s statements of “thoroughly tested”. Obviously, these three entities did not do their simple homework before marching out into the public square to proclaim these statements to the unsuspecting, scared and trusting Canadian Citizen.
(d)Accordingly, Pfizer and its Affiliates shall have no liability for any failure by Pfizer or its Affiliates to develop or obtain Authorization of the Product in accordance with the estimated dates described in this Agreement. Even if the Product is successfully developed and obtains Authorization, Pfizer shall have no liability for any failure to deliver doses in accordance with any estimated delivery dates set forth herein (other than as expressly set out in this Agreement), nor shall any such failure give Purchaser any right to cancel orders for any quantities of Product.
Pfizer claims no lability for failure to deliver or obtain authorization for the product’s use and if Pfizer does fail to deliver or obtain authorization for its use, Canada will still have to KEEP and PAY FOR the order they made. THIS deserves repeating; Even if no product is delivered OR IF THE PRODUCT IS DEFECTIVE, Canada MUST continue to pay for the purchase order! We will let that one sit with you for a moment….Please, draw your own conclusions as to why Anyone, let alone Our Government, using scarce tax payers dollars, would agree to this one-sided financial term for a product that has yet to pass authorization, still in testing phase and offer no guarantees as to its effectiveness nor safety and future production?
(e) (not redacted)Pfizer shall keep Purchaser apprised of the progress of the material development of the Product and shall provide Purchaser with such information regarding that development as Purchaser reasonably requests.
2.2 Capacity
Pfizer shall use Commercially Reasonable Efforts to build or obtain manufacturing capacity to be capable of manufacturing and supplying the Product to Purchaser in accordance with the provisions of this Agreement.
Sections 2.3 - 2.5 deal with product delivery schedules. There are too many variances to ensure accuracy in reconstruction of the redactions.
2.6 PRODUCT HANDLING
(d) Purchaser shall be responsible for and shall ensure that any equipment used to deliver the Product, for example the shipper(s) and monitoring device(s), are stored in an appropriate clean and secure location to protect and maintain the functionality of such equipment (in controlled conditions, with no exposure to weather or pests, etc.). Within thirty (30) days of delivery of the Product at the Place(s) of Destination, subject to Section 4.4(b ), Purchaser shall organize safe return of all such equipment, including the shipper and monitoring device, in accordance with Attachment F.
We took a closer look at “Product, for example the shipper(s) and monitoring device(s), are stored in an appropriate clean and secure location to protect and maintain the functionality of such equipment (in controlled conditions, with no exposure to weather or pests, etc.).” Section 4.4 (South African contract as Canada redacted this portion) goes into further detail. This includes “vaccine” storage, handling, transport and administration. The contract demands a controlled environment for administering the “vaccine” unlike the many places that were used to administer the vaccine such as beaches, arenas, buses out front of stadiums or in the case of the US- at Travis Scott concerts. (Investigators at that concert should focus on improper handling of the vaccines and not satanic ritual spy ops.) There are many instances of improper handling in Canada and several injures could potentially be a result of this. If you received a shot outside of a clinic you should investigate.
Sections 2.7 -2.8 covered more product handling.
2.9 RIGHT TO DONATE
Interestingly, Canada and Israel were given the right to donate excess product but South Africa’s contract removed this section, including the right to purchase or receive donated product from other countries. We will look into this more closely at a later date.
SECTION 3 - PRICE AND PAYMENT
3.1 Purchase Price
Purchaser shall purchase the Product from Pfizer at the price per dose set out in Attachment B, excluding VAT (the "Price") and in accordance with the terms of this Agreement. The Price shall include all of Pfizer's internal costs associated with the manufacturing and delivery of the Product to the Place(s) of Destination in accordance with this Agreement. The Price shall be firm for the Term.
3.2 Invoices and Payment
Invoices and Payment.
(a) In partial consideration of the Contracted Doses, Purchaser shall (???) of receipt of an invoice from Pfizer issued on the Effective Date (the ??? ).
(b) Pfizer shall invoice Purchaser for the Contracted Doses delivered upon each delivery pursuant to Section 2.4 (Delivery Schedule) (the "Delivery Price"), (???)
(c) Invoices shall be provided to the Purchaser at the following address:
Public Health Agency of Canada
P2P Invoices
200 Eglantine Drive, 18th floor Rm 1855C
Jeanne Mance Building
Ottawa, Ontario, KIA 0K9
(???)Pfizer shall include the following information on all invoices: the Purchase Order number and billing address; and shall also include, where applicable, the type description, part number (if any) and number of Contracted Doses delivered; the delivery date; the actual date of shipment; the Price; any applicable Sales Taxes or other charges provided for in the Purchase Order; and the ship-to destination.
This section deals with payment details. There are several variances between the 3 contracts. This is largely redacted in Canada. There is no way to know what the terms of agreement were. One consistency is that there was a demand to pay a portion up front.
OF NOTE: This is purely speculative but is there something to look into in the last paragraph of (c)? Why is a part number required if all the vaccines are assumably the exact same? This the same question raised as earlier when the batch number is required for reporting.
3.3 Method of Payment
(a) Purchaser shall pay all undisputed (in good faith) amounts due XXX* within thirty (30) days from the date of the invoice. Payment shall be remitted by wire transfer in immediately available funds to a bank and account designated by Pfizer. Any payment which falls due on a date which is not a Business Day may be made on the next succeeding Business Day.
Any dispute by Purchaser of an invoice shall be provided to Pfizer in writing (along with substantiating documentation and a reasonably detailed description of the dispute) within five (5) days from the date of such invoice. Purchaser will be deemed to have accepted all-invoices for which Pfizer does not receive timely notification of disputes, and shall pay all undisputed amounts due under such invoices within the period set forth in this Section 3.3(a). The Parties shall seek to resolve all such disputes expeditiously and in good faith.
*XXX - It is important to not that this redaction outlines the form of payment made to Pfizer. In South Africa it outlines the South African RAND in Israel it outlines the ISREALI NEW SHEKEL but in Canada’s contract the method of payment is redacted. Why? Is Canada using a currency they do not wany made public?
(b) Any amount required to be paid by a Party hereunder which is not due shall bear interest, to the extent permitted by law, at (unspecified percentage above bank of Canada interest rate) Such interest shall be computed on the basis 'of a year of three hundred sixty (360) days for the actual number of days payment is delinquent. In addition to all other remedies available under this Agreement or at Law, if Purchaser fails to pay any undisputed amounts when due under this Agreement, Pfizer may (i) suspend the delivery of the Product or (ii) terminate this Agreement
OF NOTE: Late payment interest is calculated above the bank of Canada’s interest rate. We do not know the rate of interest but South Africa is 5% above going rates.
(c) Purchaser shall not, and acknowledges that it will have no right, under this Agreement, any Purchase Order, any other agreement, document or Law, to withhold, offset, recoup or debit any amounts owed ( or to become due and owing) to Pfizer, whether under this Agreement or otherwise, against any other amount owed (or to become due and owing) to it by Pfizer or a Pfizer Affiliate.
Sub-sections (d) and (e) - both redacted in the Canadian contract - DO NOT EXIST in either the SA or Israel contracts.
3.4 Taxes REDACTED
This section varies significantly from the other contracts. Canada’s contract seems to have most of this paragraph removed. There is no way of reconstructing this portion.
SECTION 4 - MANUFACTURING STANDARDS AND QUALITY ASSURANCE
4.1 Manufacturing Standards
Standard clause not redacted in any of the contracts.
4.2 Legal and Regulatory Filings and Requests
Pfizer shall (a) comply with all regulatory or government licenses and permits, and (b) comply with all cGMP with respect to its manufacturing and packaging processes, the Facility or otherwise, to permit the performance of its obligations hereunder. Notwithstanding the foregoing, Pfizer (redacted in all three contracts) Authorization.
Pfizer shall ensure that all Product is properly labeled and packaged (possibly with a Pfizer label) in accordance with the Specifications and material cGMP standards.Prior to delivery Pfizer shall comply with all conditions (in the relevant timescales) imposed on or agreed in relation to the Authorization.
In the event that a third party is the applicant or holder of the Authorization, any obligation on Pfizer under this Agreement shall be taken as a requirement on Pfizer to use Commercially Reasonable Efforts to procure compliance of such third party Authorization applicant or holder with such obligations to the extent necessary to ensure the relevant obligation is fully met.
THE FOLLOWING PORTION WAS REMOVED FROM THE CANADIAN CONTRACT - OUTLINES REPORTING DETAILS
South Africa 4.2 (c)
Prior to delivery, Pfizer shall comply with all conditions (in the relevant timescales) set out in the Authorization; provided, however, that Purchaser shall grant, or obtain on Pfizer's behalf, all exemptions, exceptions, and waivers of country specific requirements for the Product granted or permitted by the Government authority (including but not limited to serialization, applicable laboratory or quality testing and/or marketing information form submission and approval), which requirements, absent an exemption, exception or waiver, would prevent Pfizer from supplying and releasing the Product in South Africa upon receipt of the Authorization. Purchaser acknowledges the Product will be supplied without serialization. Purchaser agrees to exercise its best efforts to cause the relevant Government authorities to facilitate the issuance of appropriate waivers and/or approvals in case of active serialization, track & trace, and/or 2D coding mandates within 24 hours. In order to maintain an efficient supply chain for the manufacture, release and supply of the Product, Pfizer will be solely responsible for determination of manufacturing and testing locations and will conduct testing in accordance with the Authorization. The Parties have agreed that Pfizer will not be required to respond to, or provide Product or method transfer in connection with, requests for local testing, requests for lot release protocols or requests for registration samples in this Agreement or in subsequent amendments or extension of this Agreement.\
4.3 Quality Tests and Checks
Not Redacted in Canada or South Africa. Redacted in Israel.
4.4 Rejection of Product: Disposal of Rejected Shipments
(a) Purchaser may reject any Product that does not conform to Specifications, cGMP ("Non-Complying Product") by providing written notice of rejection to Pfizer and the delivery carrier and setting out detailed reasons for such rejection (i) immediately (and in no event more than 24 hours) upon delivery of such Non-Complying Product to Purchaser; or (ii) immediately and in no event more than 24 hours upon its first knowledge of a Latent Defect. *
OF NOTE: both South Africa and Israel use the word materially in the first section “Purchaser may reject any Product that does not materially conform to Specifications”. This word has been removed from the Canadian contract.
(b) Pfizer shall conduct an analysis of the causes of any such quality-related complaint, and shall report to Purchaser on any corrective action taken. If Pfizer's inspection and testing reveals, to Pfizer's reasonable satisfaction, that such items of the Product are Non-Complying Product and that any such non-conformity or defect has not been caused or contributed to by any abuse, misuse, neglect, negligence, accident, improper testing, improper storage, improper handling, abnormal physical stress, abnormal environmental conditions or use contrary to any instructions issued by Pfizer, Pfizer shall use Commercially Reasonable Efforts to replace such Non-Complying Product as soon as practicable at no additional charge to Purchaser. In such circumstances, Pfizer will further arrange for reverse logistics for Product collection and manage the destruction of the Non-Complying Product. Until collection, Purchaser shall store and maintain the relevant Non-Complying Product in appropriately secure locations and in accordance with the manufacturers' specifications. Notwithstanding any other provision of this Agreement, this Section 4.4(b) contains Purchaser's sole and exclusive remedy for Non-Complying Product. The provisions of this Section 4.4 (Rejection of Product; Disposal of Rejected Shipments) shall survive termination or expiration of this Agreement.
(c) ONLY IN CANADIAN CONTRACT The provisions of this Section 4.4 (Rejection of Product; Disposal of Rejected Shipments) shall survive termination or expiration of this Agreement.
4.5 Maintenance and Retention of Records.
(a) Each Party shall maintain detailed records with respect to its activities under this Agreement as required by Laws.
(b) Purchaser will maintain a quality system for receipt, inspection, storage, traceability to further delivery points, and recall activities. If Purchaser does not have a quality system for the activities defined, Pfizer may share details of a proposed quality system for Purchaser's compliance.
Canada removed the words, “detailed records”. Had they not redacted these words we would not have noticed. We are now left to wonder why they do not want Canadians knowing they are keeping detailed records. We will find elsewhere in the contract that those details are specified. The records are to include, administration location, date, batch number and corresponding harms. Why does our government want to hide this fact?
4.6 Diversion Issues.
All Product delivered to Purchaser shall be: (a) stored securely by Purchaser; and (b) distributed by Purchaser only in Canada in a secure manner appropriate to the transportation route and destination, in each case (a) and (b) to guard against and deter theft, diversion, tampering, substitution (with, for example, counterfeits) resale or export out of Canada, and to protect and preserve the integrity and efficacy of the Product.
The second half of this section is redacted. We cannot reconstruct this section due to too much variance.
4.7 Recalls
Entirely redacted. Again too much variance to reconstruct this section
IMPORTANT NOTE - The South African contract states that the purchaser is responsible for all costs incurred for any and all recalls, or market withdrawal of the product. it is likely the Canadian contract is similar.
SECTION 5 - REPRESENTATION AND WARRANTIES
5.1 Mutual Representations and Warranties. Pfizer and Purchaser each represents and warrants to each other the following:
(a) Organization and Authority. It has full right, power and authority to enter into this Agreement and to perform its respective obligations under this Agreement, including in the case of Purchaser, that this Agreement falls within the scope of Section 8.5 of the Policy on Decision Making in Limiting Contractor Liability in Crown Procurement Contracts and all necessary authorizations and approvals have been obtained by Purchaser to authorize its performance of all of its obligations contained herein (including the indemnity obligations set out in Section 8.1);
(b) No Conflicts or Violations. The execution and delivery of this Agreement by such Party and the performance of such Party's obligations hereunder (i) do not conflict with or violate any Laws existing as of the Effective Date and applicable to such Party and (ii) do not conflict with, violate, breach or constitute a default under, and are not prohibited or materially restricted by, any contractual obligations of such Party existing as of the Effective Date;
and
(c) Valid Execution. Such Party is duly authorized to execute and deliver this Agreement, and the Person executing this Agreement on behalf of such Party is duly authorized to execute and bind such Party to the terms set forth herein.
5.2 Warranties of Pfizer.
Pfizer warrants to Purchaser that:
(a) At the time of delivery, the Product (except for any non-compliance or failure to meet the relevant standard or requirement that could not be reasonably discovered given the state of medical, scientific or technical knowledge at the time when Pfizer delivered the Product):
(i) complies in a material manner with the relevant Specifications; and
(ii) has been manufactured in material accordance with current Good Manufacturing Practices.(b) Subject to Pfizer's disclaimer of non-infringement of intellectual Property rights of a third party (at Section 5.4(a) and (b) below), it has good title to the Product delivered to Purchaser pursuant to this Agreement and shall pass such title to Purchaser free and clear of any security interests, liens, or other encumbrances.
(c) The execution, delivery and performance of this Agreement by Pfizer will not violate any agreement or instrument to which Pfizer is a party.
5.3 Anti-Bribery/Anti-Corruption.
The Parties represent and warrant that, beyond the mutual consideration set forth in this Agreement, neither they nor their agents have provided or requested, or will provide or request, any additional incentive or benefit to or from the other Party or its agents to induce either Party to enter this Agreement or perform any part of this Agreement.
Pfizer has not made, and will not make, in the performance of this Agreement directly or indirectly any payment, offer, promise, or authorization of payment of money or anything of value to a Government official political party, candidate for political office, or any other Person, and has not sought and will not seek delivery of the Contracted Doses of the Product under the accepted Purchase Order twenty-four (24) months from the Effective Date Either party immediately to the other party by the other party for thirty (30) days breaching Party terminating party immediately to the improperly or corruptly to influence any Government official political party, candidate for political office, or any other Person, in order to gain an improper business advantage.
IMPORTANT NOTE - Canada has removed 3 sections of the anti-bribery clause. For reference here is Section 5.3 in both the South African and Israeli contracts.
South Africa 5.3
(a) The Parties represent and warrant that, beyond the mutual consideration set forth in this Agreement, neither they nor their agents have provided or requested, or will provide or request, any additional incentive or benefit to or from the other Party or its agents to induce either Party to enter this Agreement or perform any part of this Agreement. ·
(b) Pfizer has not made, and will not make, in the performance of this Agreement directly or indirectly any payment, offer, promise, or authorization of payment of money or anything of value to a Government official, political party, candidate for political office, or any other Person, and has not sought and will not seek improperly or corruptly to influence any Government official, political party, candidate for political office, or any other Person, in order to gain an improper business advantage.
(c) The Parties will comply with applicable economic sanctions, import, and exploit control laws, regulations, and orders in the performance of this Agreement.
(d) Activities performed under this Agreement will not involve Restricted Parties (defined as the list of sanctioned parties maintained by the United Nations; the Specially Designated Nationals List and the Sectoral Sanctions Identifications List, as administered by the U.S. Department of the Treasury Office of Foreign Assets Control; the U.S. Denied Persons List, the U.S. Entity List, and the U.S. Unverified List, all administered by the U.S. Department of Commerce; the entities subject to restrictive measures and the Consolidated List of Persons, Groups and Entities Subject to E.U. Financial Sanctions, as implemented by the E.U. Common Foreign & Security Policy; and similar lists of restricted patties maintained by relevant governmental entities).
(e) Notwithstanding any other provision of this Agreement, Pfizer shall not be required to take or refrain from taking any action prohibited or penalized under the laws of the United States or any applicable non-United States jurisdiction, including, without limitation, the antiboycott laws administered by the U.S. Commerce and Treasury Departments.
Israel 5.3
(a) The Parties represent and warrant that, beyond the mutual consideration set forth in this Agreement, neither they nor their agents have provided or requested, or will provide or request, any additional incentive or benefit to or from the other Party or its agents to induce either Party to enter this Agreement or perform any part of this Agreement.
(b) Pfizer has. not made, and will not make, in the performance of this Agreement directly or indirectly any payment, offer, promise, or authorization of payment of money or anything of value to a Government official, political party, candidate for political office, or any other Person, and has not sought and will not seek improperly or corruptly to influence any Government official, political party, candidate for political office, or any other Person, in order to gain an improper business advantage.
(c) The Parties wi!l comply with applicable economic sanctions, import, and export control laws, regulations, and orders in the performance of this Agreement.
( d) Activities performed under this Agreement ,viii not involve Restricted Parties (defined as the· list of sanctioned parties maintained by the ·united Nations; the Specially Designated Nationals List and the Sectoral Sanctions Identifications List, as administered by the U,S. Department of the Treasury Office of Foreign Assets Control; the U.S. Denied Persons List, the U.S. Entity List, and the U.S. Unverified List, all administered by the U.S. Department of Commerce; the entities subject to restrictive measures and the Consolidated List of Persons, Groups and Entities Subject to E.U. Financial Sanctions, as implemented by the E.U. Common Foreign & Security Policy; and similar lists of restricted parties maintained by relevant governmental entities).
(e) Notwithstanding any other provision of this Agreement, Pfizer shall not be required to take or refrain from taking any action prohibited or penalized under the laws of the United States or any applicable non-United States jurisdiction, including, without limitation, the antiboycott laws administered by the U.S. Commerce and Treasury Departments.
5.4 No Other Warranty.
Except to the extent set out expressly in this Agreement, all conditions, warranties or other terms which might have effect between the Parties or be implied or incorporated into this Agreement (whether by statute, common law or otherwise) are hereby excluded to the fullest extent permitted by Laws. Without prejudice to the general nature of the previous sentence, unless this Agreement specifically states otherwise and to the maximum extent permitted by Law, Pfizer expressly disclaims any representations or warranties with respect to the Product, including, but not limited to, any warranties or undertaking as to (a) non-infringement of Intellectual Property rights of a third party, (b) that there is no requirement to obtain a license of third party Intellectual Property rights to enable the use or receipt of the Product, (c) merchantability, or (d) fitness for a particular purpose.
5.5 Purchaser Acknowledgement.
Purchaser acknowledges that the Vaccine and materials related to the Vaccine, and their components and constituent materials are being rapidly developed due to the emergency circumstances of the COVID-19 pandemic and will continue to be studied after provision of the Vaccine to Purchaser under this Agreement. Purchaser further acknowledges that the long-term effects and efficacy of the Vaccine are not currently known and that there may be adverse effects of the Vaccine that are not currently known. Further, to the extent applicable, Purchaser acknowledges that the Product shall not be serialized.
IMPORTANT NOTE - This section ensures that the purchaser legally acknowledges that the COVID-19 “vaccine”;
(a) has not completed clinical trials; therefore, the unsuspecting public is participating in an experimental clinical trial;
(b) that the long term effects and adverse effects ARE NOT KNOWN, thereby negating ALL claims that the “vaccine” is safe and effective; and,
(c) any claims to the contrary were NOT Mis-information but rather Dis-information. Purposefully meant to mislead and deceive the public.
NOTE 2 - Purchaser acknowledges that the Product shall not be serialized.
This section proves that our Prime Minister, Health Canada and legacy media blatantly lied to the public. Traditionally, standard practice is to note the serial number of All vaccines administered to the individual for tracking and reporting purposes. (Check your immunization card.)
SECTION 6 - TERMINATION
6.1 Term of Agreement.
This Agreement shall commence on the Effective Date and shall continue until the later of (a) delivery of the Contracted Doses of the Product under the accepted Purchase Order and (b) twenty-four (24) months from the Effective Date unless terminated pursuant to this Section 6 (Term; Termination) or the mutual written agreement of the Parties ("Term").
6.2 Termination for Cause.
Either party may terminate this Agreement immediately upon written notice to the other party in the event of a material breach by the other party of any term of this Agreement, which breach remains uncured for thirty (30) days following written notice to such breaching party of such material breach. Notwithstanding the foregoing, if such material breach, by its nature, cannot be cured, the terminating party may terminate this Agreement immediately upon written notice to the other Party. In the event that this Agreement is terminated by Pfizer under this Section 6.2, Purchaser shall pay within thirty (30) days of the date of notice of termination of this Agreement the full Price for all Contracted Doses less amounts already paid to Pfizer as of such date.
6.3 Mutual Termination Rights
COMPLETELY REDACTED - too much variance
IMPORTANT NOTE - We are including the South African version of this section. This section outlines that in the event Pfizer cannot supply ALL of the ordered product then they will only refund 50% of the advance payment. I cannot say for certain that this is the redacted portion of the Canadian contract.
South Africa 6.3
(a) In the event: (i) the Authorization has not been obtained in the Territory by 30 September 2021 (except in a case where such event is mainly or solely attributable to Purchaser or any ministry or secretary of the Government of the Republic of South Africa) Pfizer has supplied to Purchaser no doses of Product by 30 September 2021, subject to the extensions set forth in Section 2.4 (Delivery Schedule), or (ii) Pfizer is unable to supply all of the Contracted Doses by December 3 1, 2022, then either Party may terminate this Agreement upon written notice to the other Party. Purchaser may invoice Pfizer for a refund of fifty percent (50%) of the Advance Payment for the Contracted Doses not delivered (as determined ratably for the doses not delivered) except for cases where the cause of the termination is mainly or solely attributable to Purchaser. In the event this Agreement is terminated pursuant to this Section 6.3, the return of fifty percent (50%) Advance Payment shall be Purchaser's sole and exclusive remedy for the failure to deliver any Contracted Doses.
6.4 Termination in Event of Insolvency.
In the event that Pfizer: (a) becomes insolvent, or institutes or has instituted against it a petition for bankruptcy or is adjudicated bankrupt; or (b) executes a bill of sale, deed of trust, or a general assignment for the benefit of creditors; or ( c) is dissolved or transfers a substantial portion of its assets to a third party (excluding any of Pfizer's Affiliates); or (d) has a receiver appointed for the benefit of its creditors, or has a receiver appointed on account of insolvency; then Pfizer shall immediately notify Purchaser of such event and Purchaser shall be entitled to terminate this Agreement.
6.5 Effect of Termination.
(a) Upon expiry or termination of this Agreement for any reason:
(i) Purchaser shall pay any sums owed to Pfizer pursuant to this Agreement within thirty (30) days of the date of invoice for the same; and
(ii) each Party shall use Commercially Reasonable Efforts mitigate both (1) the damages that would otherwise be recoverable from the other pursuant to this Agreement, and (2) any costs, fees, expenses or losses that may be incurred by a Party, or for which a Party may be responsible, under this Agreement, by taking appropriate and reasonable actions to reduce or limit the amount of such damages, costs, fees, expenses or losses.
(b) The termination or expiration of this Agreement shall not affect the survival and continuing validity of Sections 4, 5, 6, 7, 8, 9 and 10 or of any other provision which is expressly or by implication intended to continue in force after such termination or expiration.
(c) Expiry or termination of this Agreement for any reason shall be without prejudice to either Party's other rights and remedies or to any accrued rights and liabilities as the date of such expiry or termination; provided that (i) Pfizer shall have no liability for any failure by Pfizer to develop or obtain Authorization of the Product in accordance with the estimated dates described in this Agreement and (ii) even if the Product is successfully developed and Pfizer obtains Authorization, Pfizer shall have no liability for any failure to deliver Contracted Doses in accordance with any estimated delivery dates set forth herein.
The redacted portion here, outlines the fact that if Pfizer gets authorization to deliver the product but does not deliver the product, they will not be held liable and Canada still has to pay for the undelivered product.
SECTION 7 - INTELLECTUAL PROPERTY
Pfizer US will be the sole owner of all Intellectual Property it generates during the development, manufacture, and supply of the Product or otherwise related to the Product. Neither Party will gain any rights of ownership to or use of any property or Intellectual Property owned by the other (whether by virtue of this Agreement, by implication or otherwise).
SECTION 8 - INDEMNIFICATION
IMPORTANT NOTE - This section in both the Canadian and Israeli contracts are completely redacted. Canada has gone so far as to even redact the section title. We will be adding JUST the South African version of this contract; HOWEVER, The redacted portions of the Canadian contract are much larger than in South Africa. We can only offer the spirit of this section but CANNOT be certain of what was redacted.
8.1 Indemnification by Purchaser.
Purchaser hereby agrees to indemnify, defend and hold harmless Pfizer, BioNTech, each of their Affiliates, contractors, sub-contractors, licensors, licensees, sub-licensees, distributors, contract manufacturers, services providers, clinical trial researchers, third parties to whom Pfizer or BioNTech or any of their respective Affiliates may directly or indirectly owe an indemnity based on the research, development, manufacture, distribution, commercialization or use of the Vaccine, and each of the officers, directors, employees and other agents and representatives, and the respective predecessors, successors and assigns of any of the foregoing ("Indemnitees"), from and against any and all suits, claims, actions, demands, losses, damages, liabilities, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys' and other counsels' fees and other expenses of an investigation or litigation), whether sounding in contract, tort (delict), intellectual property, or any other theory, and whether legal, statutory, equitable or otherwise by any natural or legal person (collectively, "Losses") caused by, arising out of, relating to, or resulting from the Vaccine, including but not limited to any of design, development, investigation, formulation, testing, clinical testing, manufacture, labeling, packaging, transport, storage, distribution, marketing, promotion, sale, purchase, · licensing, donation, dispensing, prescribing, administration, provision, or use of the Vaccine, any information, instructions, advice or guidance provided by Pfizer, or BioNTech or any of their respective Affiliates and relating to the use of the Vaccine, or any processing or transfer of anyone's personal information processed and transferred by Purchaser to the Indemnitees ("Covered Activities").
8.2 Assumption of Defense by Purchaser
Assumption of Defense by Purchaser. The Indemnitee(s) shall notify Purchaser of Losses for which it is seeking indemnification pursuant hereto ("Indemnified Claims"). Upon such notification, the lndemnitee(s) shall have the option to conduct and control the defense or to require Purchaser to promptly assume conduct and control of the defense of such Indemnified Claims with counsel acceptable to lndemnitee(s), whether or not the Indemnified Claim is rightfully brought; provided, however, that Purchaser shall provide advance notice in writing of any proposed compromise or settlement of any Indemnified Claim and in no event may Purchaser compromise or settle any Indemnified Claim without Indemnitee(s)'s prior written consent, such consent not to be unreasonably withheld. Indemnitee(s) shall reasonably cooperate with Purchaser in the defense of any Indemnified\ Claims conducted and controlled by Purchaser.
THE FOLLOWING SECTIONS ARE NON-EXSITENT ( OR REMOVED ) IN THE CANADIAN CONTRACT
8.3 Participation Rights. Each Indemnitee shall have the right to retain its own counsel and to participate in Purchaser's defense of any Indemnified Claim, at its own cost and expense except as set forth below. A failure by the Indemnitee(s) to give notice of Indemnified Claims or to offer to tender the defense of the action or suit pursuant to this Section 8.3 (Participation Rights) shall not limit the obligation of Purchaser under this Section 8 (Indemnification), except and only to the extent Purchaser is actually prejudiced thereby.
8.4 Assumption of Defense. Notwithstanding the foregoing and without prejudice to Section 12.5, Pfizer, directly or through any of its Affiliates or through BioNTech, may elect to assume control of the defense of an Indemnified Claim (a) within thirty (30) days of Indemnitee's notice to Purchaser of the Indemnified Claim or (b) at any time if, in Pfizer's sole discretion: (i) Purchaser fails to timely assume the defense of or reasonably defend such Indemnified Claim(s) in good faith to the satisfaction of Pfizer (or Pfizer's Affiliates and BioNTech); or (ii) Pfizer believes (or any of Pfizer's Affiliates or BioNTech believe) in good faith that a bona fide conflict exists between lndemnitee(s) and Purchaser with respect to an Indemnified Claim hereunder. Upon written notice of such election, Pfizer shall have the right to assume control of such defense (directly or through either one of its Affiliates or BioNTech), and Purchaser shall pay (as incurred and on demand), all Losses, including, without limitation, the reasonable attorneys' fees and other expenses incurred by Indemnitee(s), in connection with the Indemnified Claim. In all events, Purchaser shall cooperate with Indemnitee(s) in the defense, settlement or compromise of the Indemnified Claim.
8.5 Privileges and Immunities. Purchaser acknowledges that its indemnification obligations under this Agreement are (a) expressly in addition to, and not limited by, any Privileges and Immunities, and (b) do not waive or relinquish Indemnitees' rights to any Privileges and Immunities.
8.6 Costs. Costs and expenses, including, without limitation, fees and disbursements of counsel, incurred by the Indemnitee(s) in connection with any Indemnified Claim shall be reimbursed on a quarterly basis by Purchaser, without prejudice to Purchaser's right to refund in the event that Purchaser is ultimately held in a final, non-appealable judgment or award to be not obligated to indemnify the Indemnitee(s).
SECTION 9 - INSURANCE AND LIABILITY
9.1 Insurance
During the Term, Pfizer or its Affiliates shall self-insure or procure and maintain such types and amounts of general liability insurance to cover liabilities related to its activities under this Agreement as is normal and customary in the pharmaceutical industry generally for companies that are similarly situated and providing similar manufacturing and supply services. For absolute clarity, this shall not include, nor constitute, product liability insurance to cover any third party/patients claims and such general liability insurance shall be without prejudice to Purchaser's indemnification obligation as set out in this Agreement.
9.2 Limits on Liability
(a) Subject to the exclusions set forth in Section 9.3, in no circumstances shall (i) either Party be liable to the other Party or its Affiliates, whether arising in tort (including, without limitation, negligence), contract or otherwise, for any indirect, special, consequential, incidental or punitive damages, whether in contract, warranty, tort, negligence, strict liability or otherwise arising out of or relating to this Agreement, the transactions contemplated therein or any breach thereof (whether or not reasonably foreseeable and even if the first Party had been advised of the possibility of the other Party incurring such loss or type of loss), and (ii) in the case of Pfizer and its Affiliates, in no event shall Pfizer be liable to Purchaser for any direct damages except to the extent such direct damages were a result of a material breach of a representation or warranty by Pfizer under this Agreement that directly and solely caused the damage. In no instance shall Pfizer and its Affiliates be liable to Purchaser (whether arising in warranty, tort (including, without limitation, negligence), contract, strict liability or otherwise) for any liabilities of Purchaser to any third party, including, without limitation, through contribution, indemnity, or for any claim for which Purchaser would have to indemnify Pfizer if that claim were brought directly against Pfizer.
(b)The aggregate liability of Pfizer and its Affiliates (whether arising in warranty, tort (including, without limitation, negligence, contract, strict liability or otherwise) arising out of, under or in connection with this Agreement shall not exceed a sum equivalent to one hundred percent (I 00%) of the total Price actually received by Pfizer under this Agreement for the Contracted Doses.
9.3 Excluded Liability
COMPLETELY REDACTED - Too much variance.
9.4 Conditions Precedent to Supply.
COMPLETELY REDACTED - Too much variance.
SECTION 10 - CONFIDENTIAL INFORMATION
10.1 Non-Use and Non-Disclosure
Each Recipient shall, and shall cause its Representatives which have access to the Disclosing Party's Confidential Information to, maintain in strict confidence, and shall not disclose to any third party, all Confidential Information observed by or disclosed to it by or on behalf of the Disclosing Party pursuant to this Agreement. Each Recipient shall not use or disclose such Confidential Information except as permitted by this Agreement. Each Recipient shall safeguard the confidential and proprietary nature of the Disclosing Party's Confidential Information with at least the same degree of care as it holds its own confidential or proprietary information of like kind, which shall be no less than a reasonable degree of care. The Recipient and its Representatives may use, copy, and make extracts of the Disclosing Party's Confidential Information only in connection with fulfilling its obligations under this Agreement and, without limiting the foregoing, shall not use the Confidential Information for the benefit of the Recipient or any of its Representatives, or for the benefit of any other Person. In the event that Recipient becomes aware of any breach of the obligations contained in this Section 10 (Confidential Information) by it or its Representatives, Recipient shall promptly notify the Disclosing Party in writing of such breach and all facts known to Recipient regarding same. In addition, if Recipient is required to disclose the Disclosing Party's Confidential Information in connection with any court order, statute or Government directive or requirement under any Law, Recipient shall give the Disclosing Party notice of such request, as soon as practicable, before such Confidential Information is disclosed so that the Disclosing Party may seek an appropriate protective order or other remedy, or waive compliance with the relevant provisions of this Agreement. If the Disclosing Party seeks a protective order or other remedy, Recipient shall promptly cooperate with and reasonably assist the Disclosing Party (at the Disclosing Party's cost) in such efforts. If the Disclosing Party fails to obtain a protective order or waives compliance with the relevant provisions of this Agreement, Recipient shall disclose only that portion of Confidential Information which its legal counsel determines it is required to disclose. Neither this Agreement nor the performance by either Party hereunder shall transfer to the Recipient any proprietary right, title, interest or claim in or to any of the Disclosing Party's Confidential Information (including, but not limited to, any Intellectual Property rights subsisting therein) or be construed as granting a license in its Confidential Information. Notwithstanding the foregoing, in all cases, (a) Purchaser may not disclose any of the financial or indemnification provisions contained in this Agreement, including, without limitation, the price per dose of Product or refundability of the Advance Payment or any information that could reasonably ascertain the price per dose of Product, without the prior written consent of Pfizer, and (b) Pfizer may disclose (i) Confidential Information to its Affiliates and BioNTech without prior written consent of Purchaser, and (ii)upon foreign government request, financial information relating to this Agreement, including cost per dose.
10.2 - Recipient Precautions
In order to comply with the obligations contained in this Section 10 (Confidential Information), Recipient shall take at least the following precautions: (a) Recipient shall exercise all reasonable efforts to prevent unauthorized employees and unauthorized third parties from gaining access to Confidential Information (and in no event less than reasonable care); (b) Recipient shall disclose Confidential Information only to such of its Representatives who have a need to know such Confidential Information to fulfill its obligations under this Agreement; provided, however, before any disclosure of Confidential Information, Recipient shall bind its Representatives receiving such Confidential Information to a written agreement of confidentiality at least as restrictive as this Agreement; and ( c) prior to any disclosure, Recipient shall instruct its Representatives of the confidential nature of, and to maintain the confidentiality of, the Confidential Information. Recipient shall be responsible for all actions of its Representatives, including any breach of the terms hereof, regardless of whether or not such Representatives remain employed or in contractual privity with the Recipient.
10.3 Return of Confidential Information.
Upon the written request of the Disclosing Party, Recipient shall promptly return or, at the Recipient's option, delete or destroy all Confidential Information of the Disclosing Party (including all copies in whatever medium provided to, or made by, such recipient); provided, however, that, subject to the terms of this Agreement, (i) Recipient shall be entitled to retain one archival copy of such Confidential Information for purposes of determining its obligations under this Agreement and to otherwise satisfy requirements of law; and (ii) Recipient shall not be required to destroy any computer files stored securely by the Recipients or its Affiliates that are created during automatic system back up, or retained for legal purposes by the legal division of the Recipient and its Affiliates, provided that such retained Confidential Information shall remain subject to the terms of this Agreement. Notwithstanding Recipient's return or destruction of Confidential Information, Recipient shall continue to be bound by its obligation of confidentiality and nonuse under this Agreement.
10.4 Survival
The provisions of this Section 10 (Confidential Information) shall survive the termination or expiration of the this Agreement for a period often (10) years, except with respect to any information that constitutes a trade secret (as defined under Law), in which case the recipient of such information will continue to be bound by its obligations under this Section 10 (Confidential Information) for so long as such information continues to constitute a trade secret, but in no event for a period of less than the ten (10)-year period specified above.
1SECTION 11 - NOTICES
This section outlines where notices are to be given. We will skip this section.
12 MISCELLANEOUS
12.1 Negotiations of Dispute
Prior to commencing any arbitration with respect to any controversy, claim, counterclaim, dispute, difference or misunderstanding arising out of or relating to the interpretation or application of any term or provisions of this Agreement, a Party shall provide written notice to the other Party of the existence of such dispute. The Parties shall for a period of thirty (30) days following such notice enter into good faith discussions and negotiations in an attempt to resolve such dispute. If, by the end of such thirty (30) day period, unless such period is extended by mutual written agreement of the Parties, the Parties have been unable to resolve such dispute, either Party may initiate arbitration in accordance with the procedures set fotth in Section 12.2 (Arbitration). The procedures specified in this Section 12.1 (Negotiations of Dispute) are a precondition to the initiation of arbitration by a Party, in connection with disputes between the Parties arising from or related to this Agreement or a Purchase Order; provided, however, that a Party may seek a preliminary injunction or other preliminary judicial relief, without attempting to resolve such dispute as provided in this Section 12.1 (Negotiations of Dispute), if in its judgment such action is necessary to avoid irreparable harm. The Parties expressly and irrevocably submit to the jurisdiction of the courts of New York, New York, U.S.A· for any such injunctive relief. Further, the requirement to attempt to resolve a dispute in accordance with this Section 12.1 (Negotiations of Dispute) does not affect a Party's right to terminate this Agreement as provided in Section 6 hereof, and neither Party shall be required to follow these procedures prior to terminating the Agreement. The failure of either Party to participate in good faith discussions and negotiations in an attempt to resolve such dispute shall not delay the date by which the other Party may initiate arbitration under this Section 12.1 (Negotiations of Dispute).
12.2 Arbitration
Any dispute, controversy, or claim arising out of, relating to, or in connection with this Agreement, including with respect to the formation, applicability, breach, termination, validity or enforceability thereof, or relating to arbitrability or the scope and application of this Section 12.2 (Arbitration), shall be finally resolved by arbitration. The arbitration shall be conducted by three arbitrators, in accordance with the Rules of Arbitration of the International Chamber of Commerce ("ICC"). The claimant shall nominate an arbitrator in its request for arbitration. The respondent shall nominate an arbitrator within thirty (30) days of the receipt of the request for arbitration. The two (2) arbitrators nominated by the Parties shall nominate a third arbitrator, in consultation with the Parties, within thirty (30) days after the confirmation of the later-nominated arbitrator. The third arbitrator shall act as chair of the tribunal. If any of the three (3) arbitrators are not nominated within the time prescribed above, then the ICC shall appoint the arbitrator(s). The seat of the arbitration shall be New York, New York, U.S.A. and it shall be conducted in the English language. The Parties undertake to maintain confidentiality as to all aspects of the arbitration, including its existence, content and result, and as to all submissions, correspondence and evidence relating to the arbitration proceedings. The foregoing sentence shall survive the termination of the arbitral proceedings. Notwithstanding the foregoing, a Party may disclose information relating to the arbitration proceedings to the extent that disclosure is required to protect or pursue a legal right related to the arbitration; enforce or challenge an award in bona fide legal proceedings; respond to a bona fide compulsory order or request for information of a governmental or regulatory body; make a disclosure required by securities laws, rules of a securities exchange, or other similar laws, regulations, or rules; or seek legal, accounting, or other professional services. The costs of the arbitration, including, without limitation, the Parties' reasonable legal fees, shall be borne by the unsuccessful Party or Parties. However, the arbitral tribunal may appo1tion such costs between the Parties if it determines that apportionment is reasonable, taking into account the circumstances of the case. The arbitration award shall be final and binding on the Parties, and the parties undertake to carry out any award without delay. Judgment upon the award may be entered by any court having jurisdiction of the award or having jurisdiction over the relevant party or its assets.
12.3 Publicity.
A Party shall not use the name, trade name, service marks, trademarks, trade dress or logos of the other Party in publicity releases, advertising or any other publication, without the other Party's prior written consent in each instance.
12.4 Governing Law
All disputes shall be governed by the Laws of the State of New York, USA, without regard to conflict of Law principles other than Section 5-1401 of the New York General Obligations Law, except that any dispute regarding the arbitrability or the scope and application of this Section shall be governed by the Federal Arbitration Act of the United States.
12.5 Third Party Rights
(a) Purchaser agrees the applicable rights granted or provided to Pfizer under this Agreement are also granted or provided to Pfizer's Affiliates or to BioNTech to the extent that those rights relate to such Affiliates or BioNTech, including but not limited to the indemnification in Section 8(a) (each a "Third Party Beneficiary" and together the "Third Party Beneficiaries"). Each Third Party Beneficiary shall be entitled to enforce the terms of this Agreement; provided that, to the extent permissible by Law and where reasonably practicable, any claims, demands or actions from any Third Party Beneficiary shall be brought by Pfizer itself on behalf of the relevant Third Party Beneficiary.
(b) Any Losses suffered by a Third Party Beneficiary will not be treated as being indirect solely because it has been suffered by a Third Party Beneficiary and not by Pfizer directly.
12.6 Relationship of the Parties.
The relationship hereby established between Purchaser and Pfizer is solely that of independent contractors. Neither Party has authority to act or make any agreements or representations on behalf of the other Party. This Agreement is not intended to create, and shall not be construed as creating, between Pfizer and Purchaser, the relationship of principal and agent, employer and employee, joint venturers, copartners, or any other such relationship, the existence of which is expressly denied.
12. 7 Assignment; Binding Effect.
Neither Purchaser nor Pfizer shall assign, REDACTED - this portion only in Canada contract any of its rights or delegate or subcontract any of its duties or obligations under this Agreement without the prior written consent of the other Party, which may be withheld at such Party's discretion. Any such attempted assignment of rights or delegation or subcontracting of duties without the prior written consent of the other Party shall be void and ineffective. Any such assignment, delegation or subcontracting consented to by a Party shall not relieve the other Party of its responsibilities and liabilities hereunder and such assigning Party shall remain liable to other Party for the conduct and performance of each permitted assignee, delegate and subcontractor hereunder. This Agreement shall apply to, inure to the benefit of and be binding upon the Parties hereto and their respective successors and permitted assigns. The Parties agree that this Agreement is not intended by either Party to give any benefits, rights, privileges, actions or remedies to any Person or entity, partnership, firm or corporation as a third party beneficiary or otherwise under any theory of Law.
12.8 Force Majeure
Neither Party shall be liable for any failure to perform or any delays in performance, and neither Party shall be deemed to be in breach or default of its obligations set forth in this Agreement, if, to the extent and for so long as, such failure or delay is due to any causes that are beyond its reasonable control and not to its acts omissions, including, without limitation, such causes as acts of God, natural disasters, flood, severe storm, earthquake, civil disturbance, lockout, riot, order of any court or administrative body, embargo, acts of Government (other than Purchaser), war (whether or not declared), acts of terrorism, the impact on a Party of an outbreak of any disease or an epidemic or pandemic or other similar causes ("Force Majeure Event"). Failure or inability to pay shall not be a basis for a Force Majeure Event under this Agreement. In the event of a Force Majeure Event, the Party prevented from or delayed in performing shall promptly give notice to the other Party and shall use Commercially Reasonable Efforts to avoid or minimize the delay.
12.9 Severability.
If and solely to the extent that any court or tribunal of competent jurisdiction holds any provision of this Agreement to be unenforceable in a final non-appealable order, such unenforceable provision shall be stricken and the remainder of this Agreement shall not be affected thereby. In such event, the Parties shall in good faith attempt to replace any unenforceable provision of this Agreement with a provision that is enforceable and that comes as close as possible to expressing the intention of the original provision.
12.10 Non-Waiver; Remedies.
A waiver by any Party of any term or condition of this Agreement in any instance shall not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach thereof. All remedies specified in this Agreement shall be cumulative and in addition to any other remedies provided at Law or in equity.
12.11 Further Documents.
Each Party hereto agrees to execute such further documents and take such further steps as may be reasonably necessary or desirable to effectuate the purposes of this Agreement.
12.12 Forms.
The Parties recognize that, during the Term, a Purchase Order acknowledgment form or similar routine document (collectively, "Forms") may be used to implement or administer provisions of this Agreement. The Parties agree that the terms of this Agreement shall prevail in the event of any conflict between terms of this Agreement and the terms of such Forms, and any additional or different terms contained in such Forms shall not apply to this Agreement.
12.13 Headings.
Headings of Sections or other parts of this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement or change the meaning of this Agreement.
12.14 Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement, and shall become effective when signed by each of the Parties hereto and delivered to the other Party in accordance with the means set forth in Section 11 (Notices) or by reliable electronic means (with receipt electronically confirmed).
12.15 Electronic Delivery and Storage.
Delivery of a signed Agreement by reliable electronic means, including facsimile or email (with receipt electronically confirmed), shall be an effective method of delivery of the executed Agreement. This Agreement may be stored by electronic means and either an original or an electronically stored copy of this Agreement can be used for all purposes, including in any proceeding to enforce the rights and/or obligations of the Parties to this Agreement.
12.16 Entire Agreement; Amendments.
This Agreement, together with any attachments and amendments, which are hereby incorporated by reference ( and as such attachments may be amended, amended and restated or replaced from time to time), constitute the entire agreement of the Parties with respect to its subject matter and merges and supersedes all prior discussions and writings with respect to thereto including the Binding Term Sheet. No modification or alteration of this Agreement shall be binding upon the Parties unless contained in a writing signed by a duly authorized agent for each respective Party and specifically referring hereto or thereto.
12.1 7 Rule of Construction.
The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.
12.18 Legal Costs.
Each Party will bear its own legal costs in preparing and concluding this Agreement.
Signed by
Fabien Paquette, Vaccines Lead, Pfizer Canada
Cole C. Pinnow, President, Pfizer Canada
and
Anita Anand, Minister of Public Services and Procurement, Government of Canada.
The contracts
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Canada Pfizer Contract - Reconstructed - DOWNLOAD
Canada Pfizer Contract - Original Redacted - DOWNLOAD
Israel Pfizer Contract - DOWNLOAD
South Africa Pfizer Contract - DOWNLOAD
Wow!! Thank you for this great investigation of the fraud committed by the Trudeau government.