Legal Notice

ENCORE MEDICAL EDUCATION, LLC’s “BEST OF” EVENTS WEBSITE LEGAL AGREEMENT INCORPORATING PERMISSIBLE TERMS OF USE

BY YOUR USE OF THIS WEBSITE YOU AGREE TO THE FOLLOWING:

INTRODUCTION AND AGREEMENT TO TERMS

Encore Medical Education, LLC (“ENCORE”) is pleased to provide this website (“Site”) to host programs for professional informational and educational use (“Program” or “Programs”) of those persons specifically granted permission to access that Program.

The following agreement governs your access and use of the Program and this Site. Throughout, the terms “you” and “your” refer to any individual, company or legal entity that accesses or otherwise uses this Site and the Programs.

Please read this Legal Agreement (“Agreement”) and the incorporated Terms of Use (“Terms of Use”) for the Site very carefully. By accessing, browsing or using this Site, you agree to be bound by the Agreement and the Terms of Use. If you do NOT agree, you should NOT access or use this Site. You will be asked to click “I AGREE” to signify your understanding and acceptance of the Agreement and the Terms of Use before you access the Site.

If you have any questions or problems regarding this Agreement, Terms of Use, Site or Programs, please contact the ENCORE’s help desk at: events@encoremeded.com.

CONTENT OF THE SITE AND THE PROGRAMS

ENCORE is the exclusive authorized and licensed agent of various medical education associations (“Education Partners”), including the American Diabetes Association (“ADA”), the American Heart Association (“AHA”), and University of Texas Health San Antonio Breast Cancer Symposium (“SABCS”), for the distribution and presentation of medical education Programs. These Programs, including those you are authorized to access, consist of presentations, which may be offered in-person or remotely through online webcasts, at which ENCORE’s Education Partners’ choice of internationally qualified medical educational professionals (“Faculty”) present current medical education theories and content to physicians and healthcare professionals in locations around the world. ENCORE has no influence on the Education Partners’ choice of Faculty or of the medical education content of the Programs. ENCORE is not responsible for the accuracy of the medical education content of the Programs or any opinions therein expressed by Faculty. OWNERSHIP AND USE OF THE SITE

ENCORE owns the Site and provides Programs licensed by its Education Partners to be distributed through the Site. The Site and any Program on the Site are intended solely for the use of those physicians and other qualified healthcare professionals who have been granted specific and personal permission to access a Program solely for medical education purposes.

You acknowledge and agree that all content on this Site, including, without limitation, the Site’s design, graphics, text, formatting, sounds, pictures, images, user interfaces, page headers, custom graphics, button icons, scripts, software, trademarks, service marks, trade names, trade dress, logos and other materials and information on this Website, and the selection and arrangement thereof ( “Content”), is owned, controlled or licensed by or to ENCORE, and is protected by United States and international copyright, trademark and various other intellectual property laws and rights. You may not copy, reproduce, distribute, republish, download, perform, display, post, transmit, exploit, create derivative works or otherwise use any of the Content in any form or by any means, without the prior written authorization of ENCORE. Any other use, including distribution to or use of Site or Program content by any third parties not granted such specific permission, is not allowed, and legal action may be taken in case of such wrongful access, distribution, or use.

DISCLAIMER

THIS SITE, THE PROGRAMS, AND THEIR CONTENT, DO NOT PROVIDE MEDICAL ADVICE.

THIS SITE AND THE CONTENT ARE PROVIDED "AS IS". ENCORE, ITS AGENTS, AND ITS SUPPLIERS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE. SPECIFICALLY, ENCORE, ITS AGENTS, AND ITS SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, CURRENTNESS, OR TIMELINESS OF THE CONTENT, SOFTWARE, TEXT, GRAPHICS, TOOLS, LINKS, OR COMMUNICATIONS PROVIDED ON OR THROUGH THE USE OF THE SITE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THIS SITE IS PROVIDED AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE SITE, INCLUDING WITHOUT LIMITATION, DAMAGES RESULTING FROM COMPUTER VIRUSES. NEITHER ENCORE NOR ITS AGENTS, ITS SUPPLIERS, OR ANY THIRD PARTIES MENTIONED ON THE SITE SHALL BE LIABLE FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, PERSONAL INJURY/WRONGFUL DEATH, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE SITE OR THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ENCORE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

PRIVACY NOTICE

The processing of personal data derived from the use of the Site will follow any requirements under the EU Directive 95/46/EC and the General Data Protection Regulation (EU) 2016/679 as well as any applicable laws implementing or amending the same.

Collection and Use of Personal Information. This notice explains ENCORE’s information practices and the choices you can make about the way your information is collected and used. ENCORE may collect and store personal information (such as name, last name, email address and country) that you choose to voluntarily provide through the Site. The types of personal information may include contact information, such as your name, e-mail address and country of residence, and other personal information you may submit to ENCORE. ENCORE uses your email address to contact you about matters relating to your account and to send you selected content notification and other information you have requested on specific topics. Of course, you may cancel your notifications at any time online or by emailing ENCORE at events@encoremeded.com.

Your usage data will not normally be disclosed to third parties other than to the Education Partner sponsoring the Program you have permission to attend. ENCORE and the Education Partners may use the data for purposes such as to track registration for the Program, to notify you of future programs, and to create certificates of attendance. ENCORE also collects your data from the analytics service Google Analytics to allow ENCORE and its Education Partners to measure the Site’s reach. Exceptions apply, such as if you have given your consent to disclose when you registered. ENCORE also collects and stores log files for security reasons to be able to identify, investigate and stop any improper use of the Site.

Under some circumstances ENCORE may need to disclose information to service providers and other persons working with ENCORE to make the Site available or improve or develop its functionality; in relation to a proposed purchase or acquisition of ENCORE’s business or assets; where required by applicable law or any court; or in response to a legitimate request by a law enforcement agency.

Collection of Personally Identifiable Information and Cookies. ENCORE may collect standard information, by way of a cookie, to help us evaluate how our Site is being used. A cookie is a small uniquely identifiable text file that is stored on your machine. A cookie collects information that is used for statistical purposes and does not identify you in any way. Most web browsers automatically accept cookies, but you can change your browser settings to prevent that.

Privacy of Minors. The Site is not directed to persons under the age of 18. ENCORE does not knowingly encourage aaccess to the Site or collect personal information from such persons. Your Rights and Choices. You have the right to request access to and correction of any of the personal information ENCORE holds about you. If you would like to exercise these rights, please email ENCORE at events@encoremeded.com.

INDEMNIFICATION AND RELEASE

You agree to indemnify, defend and hold harmless ENCORE against any and all claims, demands, causes of action, losses, expenses, damages and costs, including any reasonable attorneys’ fees, resulting or arising from or relating to your use of or conduct on the Site, any activity related to use of the Site by you, any message or material that you submit to, post on or transmit through the Site, your violation of these Terms of Use, your infringement or violation of any rights of another, or termination of your access to the Site.

SUSPENSION OR TERMINATION

As a condition of your use of this Site, you agree not to use the Site for any purpose that is unlawful or prohibited by these Terms of Use. You further agree that you are responsible for your use of and communications on the Site. ENCORE reserves the right, in its sole discretion, to suspend or terminate your access to this Site and prohibit any and all current and future use of this Site (or any portion thereof) by you, if you fail to comply with any term or provision of these Terms of Use or your use is harmful to the interests of another user of this Site.

SEVERABILITY

All provisions of this Agreement and the Terms of Use are severable. If any provision or portion hereof is determined to be unenforceable by a court of competent jurisdiction, then the rest of the Agreement and Terms of Use shall remain in full effect, provided that the general purposes remain reasonably capable of being effected.

GOVERNING LAW AND JURISDICTION

This Agreement and Terms of Use shall be governed by and construed in accordance with the laws of the State of Louisiana, United States, without regard to any conflicts of law principles applied. By use of the Site and the Programs, you agree that any dispute that is brought hereunder shall be determined by binding arbitration under the rules of the American Arbitration Association, in an arbitration held before a certified arbitrator in the Parish of East Baton Rouge, State of Louisiana.

MODIFICATION OF TERMS OF USE

ENCORE may amend this Agreement and these Terms of Use, in its sole discretion, at any time without notice to you. Such amended Terms of Use shall be effective upon posting. By continuing to access or use this Site, you will be deemed to have reviewed and accepted such amendments. You are advised to regularly review the Terms of Use so that you are aware of any amendments.

EXHIBIT ____: DATA PRQTECTION AGREEMENT

Scope. This EXHIBIT sets out the requirements and obligations applicable to ENCORE and/or its sub-processors processing of Personal Data on behalf of Novo Nordisk

1. Precedence. This EXHIBIT shall govern the processing of Personal Data by ENCORE, notwithstanding any other obligations made by the Parties under the Agreement or otherwise agreed by the Parties.

2. Terms used in this EXHIBIT. Capitalized terms used in this Data Protection EXHIBIT, unless defined in this EXHIBIT or in the Agreement, will have the meaning given in the Data Protection Requirements, which include any requirements under the EU Directive 95/46/EC and the General Data Protection Regulation (EU) 2016/679 as well as any applicable laws implementing or amending the same.

3. Purpose of processing Personal Data. ENCORE will, during the term of the Agreement, be processing Personal Data on behalf of Novo Nordisk for the purpose of performing its obligations under the Agreement.

4. Type of Personal Data. ENCORE will be processing the fallowing types of Personal Data under the Agreement: a. Categories of (non-sensitive) personal data: i. Contact infa rmat ion : name, email address, and country

5. Categories of data subjects. The Personal Data regards the fallowing categories of data subjects: employees, healthcare professionals

6. Obligation to comply with Data Protection Requirements. ENCORE represents and warrants that: a. lt will comply with and ensure that all sub-processors will comply with all of applicable obligations under the Data Protection Requirements that arise in connection with the Agreement. b. lt will perform its obligations under the Agreement and ensure that all sub- processors perform their obligations in such a manner that allows Novo Nordisk to comply with the Data Protection Requirements. c. Unless otherwise requested by Novo Nordisk, process Personal Data only to the extent necessary far the performance of the Agreement; and d. Subject to any other notification requirements set out in this Data Protection EXHIBIT, notify Novo Nordisk of any unauthorized or unlawful processing or any accidental loss, destruction, damage, alteration or disclosure of the Personal Data as soon as it becomes aware and keep Novo Nordisk informed of any related developments.

7. Reliance on ENCORE's skills. Novo Nordisk is relying upon ENCORE's skill and knowledge to assess what is "appropriate" to protect Personal Data against unauthorized or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure.

8. Requirements to ENCORE personnel. ENCORE will ensure that all its employees and sub-processor personnel perform their duties strictly in compliance with the confidentially obligations imposed under the Agreement by treating such Personal Data as confidential information and are informed of the security procedures applicable to the processing of or access to the Personal.

9. Compliance with the processing instruction. ENCORE will and will procure that it's sub-processors Process the Personal Data only to the extent strictly required in order for ENCORE to perform its obligations in accordance with the Agreement oras instructed by Novo Nordisk, from time to time.

10 . Access to information and assistance. Upon request by Novo Nordisk and without undue delay, ENCORE will and will cause its sub-processor to: a. Make available to Novo Nordisk and/or any Data Protection Authority having jurisdiction over Novo Nordisk, documentation and any and ali other information that is reasonably necessary for Novo Nordisk to comply with its obligations under the Data Pro t ection Requirements b. Provide Novo Nordisk with full cooperation and assistance in relation to any complaint or request from Data Subjects or a Data Protection Authority. c. Permit Novo Nordisk, or any entity appointed by Novo Nordisk (subject to reasonable and appropriate confidentiality undertakings), to inspect and audit ENCORE's data processing activities (and/or those of its group entities, agents, subsidiaries and sub-contractors) d. Comply with all reasonable requests or directions by Novo Nordisk to enable Novo Nordisk to verify and/or procure that ENCORE and/or sub-processors are in full compliance with their obligations under the Agreement, including by providing an account of the technical and organizational security measures implemented by ENCORE or its sub-processor to comply with applicable security controls; and e. Provide Novo Nordisk with detailed information on the current location of any Personal Data being Processed or stored by ENCORE and/or any of its sub-processors.

11. Use of sub-processors. a. ENCORE will be entitled to assign processing of personal data under the Agreement to a designated sub-processor subject to the following requirements: i. Novo Nordisk pre-approves the sub-processor in writing; or ii. ENCORE gives Novo Nordisk at least six (6) months written notice before engaging the sub-processor and Novo Nordisk has the right to object to the engagement such that (i) ENCORE refrains from engaging the sub­ processor; (ii) ENCORE amends the sub-processor engagement so that it becomes acceptable to Novo Nordisk; or (iii) ENCORE allows Novo Nordisk to termínate the Agreement without incurring any liability to pay compensation or termination fees. b. ENCORE's agreement with sub-processor(s) must be in accordance with the Data Protection Requirements and may not contain terms that are less restrictive than those agreed between Novo Nordisk and ENCORE. c. ENCORE must ensure that its sub-processors do not engage any further sub- processors without prior written approval by Novo Nordisk. d. ENCORE will remain responsible for ali acts and omissions of its sub-processors and the acts and omissions of those employed or engaged by the sub-processors as if they were its own.

12. Technical and organizational security measures. ENCORE will implement and maintain throughout the term of the Agreement and will procure that its sub-processors implement and maintain throughout the term, appropriate technical and organizational security measures to protect the Personal Data against unauthorized or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure. These measures will be appropriate to prevent the harm which might result from any unauthorized or unlawful processing, accidental loss, destruction or damage to the Personal Data and having regard to the nature of the Personal Data which is to be protected.

13. Notification of a Personal Data breach. ENCORE will, in writing, notify Novo Nordisk of a Personal Data breach (including any security breach affecting Personal Data or any breach as defined under applicable law) immediately after becoming aware of such breach. Such notice must be provided in accordance with the provisions of the Agreement.

14. Documentation of Personal Data breaches. ENCORE will, upan request, submit to Novo Nordisk documentation on any breaches of Personal Data. The documentation should include information sufficient to enable a Data Protection Authority to verify compliance with the Data Protection Requirements.

15. Other notifications. ENCORE will: a. Notify Novo Nordisk in writing immediately if it receives (i) a request from a data subject to have access to that person's Personal Data; or (ii) a complaint or request relating to Novo Nordisk's obligations under the Data Protection Requirements; and b. Notify Novo Nordisk immediately in writing if it receives a request from any Data Protection Authority or other governmental body requiring ENCORE or any of its sub-processors to grant the Data Protection Authority or other governmental body access to inspect or provide information regarding ENCORE's and/or the sub­ processor's processing of Personal Data covered by the Agreement.

16. Return or deletion of Personal Data. Following termination of the Agreement, or upan Novo Nordisk's request, ENCORE will, in accordance with Novo Nordisk instructions, destroy or return to Novo Nordisk (in a mutually agreeable, readily accessible and commercially reasonable file format), all Personal Data that is in its possession or control. lf destruction of Personal Data is requested, upan Novo Nordisk's request far certification of destruction concurrently made with the request far destruction, ENCORE shall certify in writing the destruction of the Personal Data.

17. Liability. ENCORE shall hold Novo Nordisk, fully and effectively indemnified against any and ali claims, expenses, losses and damages or liabilities suffered due to ENCORE or sub­ processors not fulfilling the data protection obligations under this Schedule.

18. Transfer of Personal Data. ENCORE will process or permit processing of Personal Data outside the European Economic Area (EEA), Switzerland, or any country determined officially by the relevant Data Protection Authority to have adequate data protection measures in place, only pursuant to a signed agreement between on ENCORE and Novo Nordisk using the a. With respect to any sub-processors, ENCORE will either (i) enter into the above-mentioned agreement on behalf of the sub-processors or (ii) cause the sub­ processors to enter into the agreement with Novo Nordisk. b. ENCORE will provide Novo Nordisk with a copy of all such signed agreements in advance of permitting the transfer or processing.

EXHIBIT ___: NOVO NORDISK MANDATORY CLAUSES

DISCLOSURE REQUIREMENTS ANO PERSONAL DATA PROTECTION

ENCORE will require that Health Care Professionals (as defined in Exhibit 6) participating in this Event, and who are receiving honoraria from ENCORE, shall disclose as part of his/her Lecture

EXHIBIT 6: HEALTHCARE PROFESSIONALS, HEALTHCARE ORGANISATIONS ANO REQUIREMENTS

DISCLOSURE

1. DEFINITIONS

For the purpose of this Exhibit 6, the following terms shall have the following meanings:

"Healthcare Professional (HCP)" means any natural person that is a member of the medica!, dental, pharmacy or nursing professions or any other person who, in the course of their professional activities, may prescribe, purchase, supply, recommend or administer a medicinal product. For the avoidance of doubt, the definition of HCP includes: (i) any official or employee of a government agency or other organization (whether in the public or prívate sector) that may prescribe, purchase, supply or administer medicinal products and, (ii) any person whose primary occupation is that of a practicing HCP irrespectively of any other employment.

"Healthcare Organisation (HCO)" means any legal person (i) that is a healthcare, medica! or scientific association or organisation (irrespective of the legal or organisational form) such as a hospital, clinic, foundation, university or other teaching institution or learned society (except for patient organisations within the scope of the EFPIA Patient Organisation Code) or (ii) through which one or more HCPs provide services.

2. DISCLOSURE REQUIREMENTS

As a member of the European Federation of Pharmaceutical Industries and Associations ("EFPIA") NOVO NORDISK is required to make public details of payments and transfer of value or in kind ("ToV") made to healthcare professionals ("HCPs") and healthcare organizations ("HCOs") whose primary practice, principal professional address or place of incorporation is in Europe during the previous calendar year.

Encore is engaging the HCPs acting speakers/faculty in its own name. Therefore, it is Encore's responsibility to ensure all relevant disclosure of all payments and Transfer of Value (ToV) made to an HCP oran HCO are complied with under applicable law.

Upon NOVO NORDISK's request, in case a payment is required by Novo Nordisk to be made in its own name/or on NOVO NORDISK's behalf, then Encore shall disclose to NOVO

NORDISK ali relevant information such as - but not limited to - name, business address, and contact details of the HCP/HCO/employees of HCO, nature of relationship with NOVO NORDISK, tax number, unique identifier, and exact details of the payment or ToV made and all details and information reasonably required by NOVO NORDISK for the purpose of observing NOVO NORDISK's compliance requirements for contracting and tracking payments to HCPs/HCOs ("lnformation").

NOVO NORDISK will on a regular basis ask the Encore to provide the lnformation in a format decided by NOVO NORDISK.

Encore shall ensure that relevant contractual provisions reflecting the above are included in the contracts between Encore and the HCPs/HCOs, particularly Encore may ask HCPs/HCOs/employees of HCO to provide consent for disclosure of ToV within the contract.

Legal Notice
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