Section 1.01 Term of this PFS Contract.
This PFS Contract will become effective and the rights and obligations of the Parties shall commence on the year and date first-written above (the “Effective Date”). Except as otherwise required by the terms hereof, including under Section 1.02, performance under this PFS Contract will commence on the Effective Date and will remain in effect until the earlier of (a) payment of the final Success Payment by the Commonwealth in accordance with this Contract, and distribution of such amounts by SFMA in accordance with the Funding Plan set forth in Schedule E or (b) termination hereof in accordance with Article 8 (subject, in either case to any extension of such term as may be agreed by the Parties in accordance with the terms hereof) (the “Contract Term”).
Section 1.02 Term of Services.
JVS Services shall commence following the satisfaction of the Financing Condition on a date to be agreed to by the Operating Committee (the “Service Commencement Date”). If the Financing Condition is not met by December 31, 2016, this PFS Contract may terminate in accordance with Article 8 hereof. Following the Service Commencement Date, JVS shall begin to enroll participants in the Program Tracks for a period of approximately three (3) years consisting of twelve (12) quarters, and shall deliver the JVS Services until the final Enrolled Participant with a PFS Identifier or Study Population Member has attrited or graduated from the applicable Program Track which is expected to occur on or about Q15, unless this PFS Contract is terminated earlier pursuant to Article 8 (the above described term of services, subject to any extension of such term as may be agreed by the Parties in accordance with the terms hereof) (the “Services Term”).
Section 1.03 Early Start.
Notwithstanding the provisions of Section 1.02, JVS may enroll individuals in the Program Tracks beginning on or after the Effective Date but prior to the Service Commencement Date (“Early Participants”). The “Project Period” will cover the period from the start of JVS Services inclusive of Early Participants through the end of the Services Term. Any JVS Services provided to such Early Participants will be provided at JVS’ initial cost and expense, provided that all or a portion of such costs and expenses may be reimbursed from a portion of the capital call as set forth in the Side Letter Agreement. Such Early Participants shall be included in any reports described in Schedule F and shall be included in the measurement of Final Outcomes after the Service Commencement Date.
Section 1.04 Definitions.
In this PFS Contract, capitalized terms have the meaning assigned to them in this PFS Contract and in Appendix A – Index of Defined Terms, attached hereto and incorporated herein.
Section 1.05 Exhibits and Schedules.
The following Exhibits and Schedules attached hereto are hereby incorporated into this PFS Contract in their entirety:
Exhibit A – Commonwealth Standard Terms and Conditions
Exhibit B – Commonwealth Data Sharing Agreements
Exhibit C – JVS Data Sharing Agreements
Schedule A – JVS Services
Schedule B – Project Timeline
Schedule C – Evaluation Plan
Schedule D – Calculation of Payments
Schedule E – Funding Plan (including Wind-Up)
Schedule F – Governance and Reporting
Schedule G - Publicity and Disclosure of Information