SHGTC

CONSIDERATIONS AND TERMS OF BUSINESS

In addition to any terms in the Master Services Agreement, Client and SurveyHealthcareGlobus (SHG) agree as follows:

1. Confidentiality

1.1 Confidential Information. The term “Confidential Information” means any information in written or tangible form, marked by the party as confidential or the equivalent designation, or any orally disclosed information if a writing in received which expressly designates the information as “Confidential” or the equivalent within 20 days of disclosure. Whether or not so designated, each party shall treat information regarding the manner in which the other party does business, the identity of its employees, the learned identify of any panel members, and all other information about the business of the party learned by the other as a result of the performance of this Agreement as Confidential Information.

1.2 Obligation of Confidentiality SHG and Client shall not copy, reproduce, sell, assign, license, market, transfer, give or otherwise disclose Confidential Information of the other to any third party, or use such Confidential Information for any purposes not specifically permitted hereunder, without the express prior written permission of the owner of the Confidential Information. Without limiting the generality of the foregoing, SHG and Client shall advise their employees, agents and assigns of the obligations under this Agreement, and shall assure the confidentiality of all Confidential Information.

1.3 Non-Confidential Information. Confidentiality obligations shall not extend to any information that: (i) was previously known to the receiving party; (ii) is received from third persons without restrictions on use; (iii) was disclosed to third persons by the owner of the Confidential Information without restrictions on use and disclosure; (iv) becomes publicly available without breach of this Agreement by the receiving party; or (iv) is approved for release by written authorization of the owner of such Confidential Information.

1.4 Injunctive Relief. Each party acknowledges that the other will be irreparably harmed by the unauthorized disclosure or use of Confidential Information, and that the owner of the Confidential Information would not have an adequate remedy at law in the event of the violation by the other party of its obligations. Therefore, each party agrees and consents that the owner of the Confidential Information shall be entitled to an injunction or other appropriate decree of specific performance for any violation, breach of unauthorized disclosure of Confidential Information.

2. Limitation of Liability

2.1 Client acknowledges that the services in the Work Statement may consist of interviewing survey respondents. SHG does not guarantee the accuracy of responses. The survey responses received by Client is the sole property of Client, and its use is the sole prerogative of Client.

2.2 Each party hereby releases the other from any claim for any indirect, incidental, special, punitive or consequential damages (including, without limitation, loss of profits, business, or revenues, or any costs of replacement services) resulting from the performance or failure to perform under this agreement. Any liability of SHG shall be limited to the fees paid under this Agreement.

Project Related terms:

3. Project schedule
Project schedules assume that fieldwork projected timings assume calendar days where any other task should assume business days (i.e.-programming, translations). Please reference the precise schedule that your sales representative provides for further information about expected timings.

4. Confidentiality and Data Protection
SHG will be responsible for sending all correspondence to the respondents, including any link or individual URL password. SHG cannot pass respondent details to any third party, including the client. Respondents should not be requested to answer any personal information or to join any panel, list, or any other database for any purpose. A complete interview is an interview where the respondent has answered all questions up to, but not necessarily including, demographic questions. If SHG is asked to disclose Personally Identifiable information and/or precise details in regards to honoraria paid per respondent for compliance with the Sunshine Act, SHG must be alerted to this requirement prior to launching the study. If SHG is not alerted prior to launch in regards to this requirement SHG cannot guarantee delivery of all requested information.

5. Project cancellation, rescheduling, or specification charge
Once a project is commissioned, if postponed, cancelled or specifications change, SHG will charge for all costs incurred. Cancellation post project management setup will result in a minimum $500 fee. Client will only be billed for actual survey completes achieved.

6. Questionnaire Versions
Additional charges will apply for multiple questionnaire versions.

7. Screen-outs/Short questionnaires (if applicable: only applied to screeners longer than 10 questions/5 min and if agreed in writing with client):
Subject to sight of questionnaire and final requirements and will be ball-parked between $10 and $15 per screen out. We follow all industry codes/best practices in regards to screening. In particular screening questions must only be used to qualify potential MR subjects for participation in the research, they MUST NOT be used to collect additional data. We recommend that all interviews end when the respond fails qualification.

8. Pre-tests
Objective of pre-tests is to test the questionnaire and program before launch. Components of the pre-test will include management and setup, pilot interviews, pilot incentives, callback respondent for debriefing.

9. Translations
Final costs will be based on final word count.

10. Exchange Rates
Included costs assume current day currency exchange rates. Rate and project pricing will be updated at time of commissioning. If, during the execution of the project, currency Exchange rates change materially, such changes shall be equally supported by both parties.

11. Incentive Costs
These are inclusive of administrative costs and bank charges. SHG reserves the right to award honoraria for the projects it supports according to the sole discretion of the SHG honoraria / reward program. The honoraria noted in our proposal should be considered an average amount awarded given synergies generated within the SHG community member chosen SHG honoraria/ reward program. Any client based restriction, regardless of origin, to not allow SHG full discretion to utilize the SHG honoraria / reward program will lead to additional costs, field timings and/ or a decrease in project feasibility. SHG will determine the amount, format, and method of payment of all honorarium within our sole discretion.

12. Invoicing and payment terms and conditions
Unless otherwise agreed, all projects with honoraria will be invoiced for the full honoraria upon commission, and honoraria due within 7 days of invoice date. Late payment could result in a delayed start of the work commissioned. Final invoice must be paid within 60 days of final invoice date. Proposal offered in US Dollars, payments are made in US Dollars, and exclude any applicable taxes.

13. Limitations and Liabilities
Any liability of the Vendor shall be limited to the actual amount of fees paid by the Client under this Agreement

SHG shall carry out the Services in accordance with the Standard Code of Conduct adopted by ESOMAR, MRA, CASRO and AAPOR. Such codes are deemed to be incorporated within these terms.

Unless otherwise requested, SHG shall destroy all project materials one year after the completion of fieldwork. If requested, SHG will maintain all project materials beyond one year for a fee.

Any project bid as Best Efforts may require additional charges should Project Management time exceed 10 hours.
Any project bid as Programming Only may require additional charges should ongoing support become required, after programming is completed and the study launches into fielding. Programming only jobs will be subject to a fee of $1 per complete in hosting.