SEVENTH AMENDMENT TO
PROJECT AGREEMENT
(DETAILING – FIELD TEAM)
This Seventh Amendment (the “Amendment”) dated April 3, 2023 (the “Effective Date”) is made by and between Syneos Health Commercial Services, LLC, with an office at 500 Atrium Drive, Somerset, N.J. 08873 (“Syneos Health”) and Agile Therapeutics, Inc. with an office located at 500 College Road East, Suite 310, Princeton, New Jersey 08540 (the “Client”). Syneos Health and Client may each be referred to herein as a “Party” and, collectively, as the “Parties.”
W I T N E S S E T H:
WHEREAS, Syneos Health and Client are parties to a Project Agreement (Detailing – Field Team) made as of April 30, 2020, First Amendment to Project Agreement (Detailing – Field Team) dated June 1, 2020, Second Amendment to Project Agreement (Detailing – Field Team) dated January 1, 2021, Third Amendment to Project Agreement (Detailing – Field Team) dated July 1, 2021, Fourth Amendment to Project Agreement (Detailing – Field Team) dated September 1, 2021, Fifth Amendment to Project Agreement (Detailing – Field Team) dated February 1, 2022, and Sixth Amendment to Project Agreement (Detailing – Field Team) dated January 3, 2023 (collectively, the “Agreement”); and
WHEREAS, Syneos Health and Client desire to amend the Agreement as set forth herein.
NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, it is agreed as follows:
1.Except as provided in this Amendment, the terms and conditions set forth in the Agreement shall remain unaffected by execution of this Amendment. To the extent inVentiv any provisions or terms set forth in this Amendment conflict with the terms set forth in the Agreement, the terms set forth in this Amendment shall govern and control. Terms not otherwise defined herein, shall have the meanings set forth in the Agreement.
2.Section 5, “Termination” is hereby amended to include the following new subsection (e):
“Notwithstanding Section 12(a)(i) of the MSA, pursuant to the payment terms set forth in Attachment F, Client specifically agrees to pay Syneos Health weekly the amount due and in the event such weekly payment is failed to be made, Syneos Health will provide a [***] grace period for Client to provide payment; thereafter if