Master Alliance Provisions Guide (MAPGuide)

US Department of Defense – Sanofi, COVID-19 Vaccine Development Agreement

  • Liability | Indemnification & liability

<p><span style=”textdecoration: underline;”><strong>1.0 Introduction, Scope &amp; Objectivesstrong>span>p>
<p><strong>1.5 PREP Actstrong>p>
<p><span style=”fontweight: 400;”>In accordance with the Public Readiness and Emergency Preparedness Act (&#8220;PREP Act&#8221;), Pub. L. No. 109148, Division C, Section 2, as amended (codified at 42 U.S.C. § 247d6d and 42 U.S.C. § 247d6e), as well as the Secretary of HHS&#8217;s Declaration Under the Public Readiness and Emergency Preparedness Act for Medical Countermeasures Against COVID19, 85 Fed. Reg. 15198 (Mar. 17, 2020, effective Feb. 4, 2020), and amended on April 15, 2020, 85 Fed. Reg. 21012 (together, the &#8220;Prep Act Declaration&#8221;):span>p>
<p style=”paddingleft: 25px;”><span style=”fontweight: 400;”>(i) This Agreement is being entered into for purposes of facilitating the manufacture, testing, development, distribution, administration, and use ofCovered Countermeasuresfor responding to the COVID19 public health emergency, in accordance with Section VI of the PREP Act Declaration;span>p>
<p style=”paddingleft: 25px;”><span style=”fontweight: 400;”>(ii) Contractor&#8217;s performance of this Agreement falls within the scope of theRecommended Activitiesfor responding to the COVID19 public health emergency, to the extent it is in accordance with Section III of the PREP Act Declaration; andspan>p>
<p style=”paddingleft: 25px;”><span style=”fontweight: 400;”>(iii) Contractor is aCovered Personto the extent it is a person defined in Section V of the PREP Act Declaration.span>p>
<p><span style=”fontweight: 400;”>Therefore, in accordance with Sections IV and VII of the PREP Act Declaration as well as the PREP Act (42 U.S.C. § 247d6d), the Department of Defense contracting via assisted acquisition on behalf of the HHS, expressly acknowledges and agrees that the HHS Declaration cited above, specifically its language providing immunity from suit and liability is applicable to this acquisition as long as Contractors activities fall within the terms and conditions of the PREP Act and the PREP Act Declaration.span>p>
<p><span style=”textdecoration: underline;”><strong>Undefinitized Project Actionstrong>span>p>
<p><strong>3. Limitations on Obligationsstrong>p>
<p><span style=”fontweight: 400;”>The Government will not obligate more than 50 percent of the span><span style=”fontweight: 400;”>NotToExceed (NTE) span><span style=”fontweight: 400;”>Price before definitization. span>p>
<p><strong>4. Limitation of Government Liabilitystrong>p>
<p><span style=”fontweight: 400;”>a) In performance of this Agreement, the Contractor is not authorized to make expenditures or incur obligations exceeding $1,769,013,470 dollarsspan>p>
<p><span style=”fontweight: 400;”>b) The maximum amount for which the Government shall be liable if this Agreement is terminated is $1,769,013,470 dollars.span>p>