Terms and Conditions

Terms and Conditions, 6 March 2024

These General Terms and Conditions (“GTC”) govern the business relationship between PharmaLex GmbH
or the Affiliate in the applicable SOW (as defined below) (the “Service Provider”) and Client (the
“Company”), in particular in respect of the provision of various services (the “Services”) subject to
individual SOWs (as defined below). Service Provider and Company are hereinafter also referred to
individually as “Party” and collectively as “the Parties”.
The basis for all service contracts between the Parties is the English version of these GTC. Versions of
these GTC in other languages are for information purposes only.

1. Services; Obligations.
1.1 Engagement. Company may engage Service Provider to perform the Services specified in
a written statement of work, executed by the parties, substantially in the form agreed upon by the Parties
(each, a “SOW”). Upon execution by the parties, each SOW shall incorporate the GTC.

1.2 Statements of Work. It is the intent of the parties that the GTC shall govern each SOW,
except as the parties may otherwise expressly agree in such SOW. Company agrees that Service Provider
may use the services of Service Provider’s Affiliates to fulfill Service Provider’s obligations under the GTC
and any SOW. Any Affiliate so used shall be bound by all of the terms and conditions applicable to Service
Provider under the GTC and any SOW and entitled to all rights and protections afforded Service Provider
under the GTC and any SOW, and Service Provider shall be responsible for the performance of its Affiliate.
Where Service Provider uses the services of one or more Service Provider Affiliates to fulfill Service
Provider’s obligations under any SOW, any and all references herein and in the applicable SOW will be
read as references to Service Provider and its Affiliates that perform the Services relating to such SOW.
Any Affiliate of Service Provider may, as mutually agreed upon by such Affiliate and Company, execute
an SOW directly with Company. Where an SOW is entered into by a Service Provider Affiliate, any and
all references herein to Service Provider will be read as references to that Affiliate. Each Service Provider
Affiliate that elects to enter into its own SOW in accordance with the GTC shall be individually, severally,
and solely responsible for its own transactions, conduct, actions, inactions, and liabilities arising as a result
of such SOW. As used herein, “Affiliate” means, any entity that directly or indirectly controls, is controlled
by or is under common control with such party. “Control,” for purposes of the definition of Affiliate, means
direct or indirect ownership of greater than 50% of the voting interests of the subject entity.

1.3 Change Orders. No change to a SOW shall be implemented, whether requested by
Company or Service Provider, or requested or required by any regulatory authority, unless and until the
parties have executed a written amendment setting forth the implementation date of such change, the
requested changes to the applicable section of the SOW, and any increase or decrease in the budget (and
changes to the payment schedule) to reflect costs, expenses, fees, or savings associated with such change.

1.4 The parties recognize that in order to meet Company’s desired timetable for a project, it
may be necessary in certain circumstances for Service Provider to commence providing Services in parallel
with negotiations of the applicable SOW. Where this occurs, Service Provider will provide such Services
as are requested in writing (email sufficing for this purpose) by Company, and Company shall pay for such
Services in accordance with the GTC. Each of the parties undertakes to take all necessary steps and exercise
all reasonable efforts to negotiate the terms of an SOW as soon as is reasonably possible.

1.5 Service Provider and Company agree that Service Provider shall not provide Services
under any SOW in connection with business activities in, relating to, or involving the following jurisdictions
that are outside the scope of Service Provider’s corporate risk policies unless specific approval is granted
by Service Provider: Cuba, Iran, North Korea, and Syria.

2. Compensation.
2.1 Rate of Compensation. Company shall pay Service Provider as specified in the applicable
SOW. Service Provider shall bear and pay all federal, state and local taxes based upon or measured by its
net income, and all franchise taxes based upon its corporation existence, or its general corporate right to
transact business. Any other tax, however denominated and measured, imposed upon the Services shall be
paid directly by Company, or if prepaid by Service Provider, shall be invoiced to Company as a separate
item and paid by Company to Service Provider. Based upon each party’s own independent analysis, the
parties agree that the amount of compensation payable to Service Provider for the performance of Services
and specified in the applicable SOW was (or will be) negotiated in good faith and at arm’s length, reflects
(or will reflect) fair market value of the Services being performed and will not take into account the volume
or value of referrals or business, if any, generated by the parties as a result of such Services or otherwise.

2.2 Invoices; Payment Terms. Service Provider shall submit monthly invoices (unless
otherwise stated in the SOW) to Company that identify in reasonable detail the Services provided, any fees
earned, and any expenses claimed hereunder (including direct expenses). Service Provider may issue
multiple invoices for the same month period to accommodate multiple SOWs or multiple billing models.
All undisputed amounts due under each invoice are due within fourteen (14) days of date of invoice, via
wire transfer or by check to the bank account designated by Service Provider. If any undisputed amount
due is not paid on or before the due date for any reason, Company may accrue interest on such overdue
amount per annum equal to the sum of the interest rate applied by the European Central Bank to its most
recent main refinancing operations (or the equivalent rate set by a national central bank) and of 9 percentage
points, or the highest rate permitted by applicable law, whichever is lower, on all unpaid sums, from the
first day after the due day until payment in full is received as required under the SOW. If Company in good
faith believes that some portion of the amount invoiced was in error or otherwise disputes any portion of
the amount invoiced, Company will pay all undisputed amounts and will notify Service Provider in writing
of its dispute within five (5) business days of receipt of the invoice, specifying in reasonable detail, the
nature of the dispute and the portion of the invoiced amount disputed. Service Provider will respond in
writing to any notice of dispute within thirty (30) days, and within thirty (30) days of resolution between
the parties, Company will pay any additional amounts that were previously unpaid during the period of
dispute. Resolution of any dispute that exceeds this timeframe will be addressed following the terms set
forth in Section 12.2. If Company requires a Company-issued purchase order or similar documentation
prior to payment of Service Provider’s invoice, Company shall issue such documentation in a timely manner
to ensure that Company pays Service Provider’s invoices within thirty (30) days of date of invoice as
required by this Section 2.2, provided, however, overdue payments caused by Company’s failure to timely
issue a purchase order shall be subject to the accrual of interest as set forth above. Service Provider may
adjust agreed upon rates and prices for engagements exceeding twelve (12) months, after each twelve (12)
month period of the engagement, if the price index on which inflation is measured in the location of such
engagement exceeds two percent (2%) as of the end of the previous twelve months. In such case, any
adjustments shall be made in accordance with the principles of equity and in good faith. Any other pricing
adjustments will be negotiated by the parties and agreed upon in the applicable SOW or amendment to such

2.3 Other Costs and Expenses. From time to time, as may be provided under an applicable
SOW, Service Provider may invoice Company for reasonable and necessary out-of-pocket expenses
actually incurred in providing the Services; provided, however, that any such expenses shall be invoiced by
Service Provider and reimbursed by Company solely at Service Provider’s actual cost for such expenses
without mark-up. In addition to the foregoing, Company shall at the request of Service Provider and/or as
set forth in the applicable SOW, directly pay to applicable third-party vendors reasonable and necessary
costs and expenses relating to the provision of the Services.

3. Representations and Warranties.
3.1 Mutual Representations and Warranties. Each of the parties represents and warrants:

3.1.1 Such party is a corporation or limited liability company duly organized, validly
existing and in good standing under the laws of its respective jurisdiction of incorporation and has obtained
all licenses and permits, if any, necessary to perform its obligations hereunder.

3.1.2 The SOW, incorporating the GTC, constitutes a valid and binding obligation of
such party enforceable in accordance with its terms and neither the execution and delivery of the SOW nor
the consummation of the transactions contemplated hereby constitutes a violation of, default under, or
conflicts with (i) any terms of the articles of incorporation, bylaws or other organizational documents of
such party or (ii) any order, judgment or decree of any court or governmental body binding upon or affecting
such party.

3.1.3 In performing its obligations under an SOW, such party will materially comply
with any applicable federal, state and local statute, law regulation, ordinance, rule, judgment, order, decree,
or official written guidance of any governmental authority having or asserting jurisdiction over the matter
in question, and in each case whether now or hereafter in effect, and as amended from time to time
(“Applicable Law”). Applicable Law includes, to the extent directly applicable, the Foreign Corrupt
Practices Act, the UK Bribery Act 2010, all applicable health care anti-fraud and abuse laws, all privacy
and consumer protection laws, and all rules and regulations of the United States Food and Drug
Administration (“FDA”) and/or the applicable regulatory agency.

3.1.4 Such party, and any of such party’s representatives (including Affiliates)
performing Services hereunder is not, and shall not, be (i) excluded from a federal health care program as
outlined in Sections 1128 and 1156 of the Social Security Act (Pub. L. 74-271, approved August 14, 1935,
49 Stat. 620) (see the Office of Inspector General of the Department of Health and Human Services List of
Excluded Individuals/Entities); (ii) debarred by the FDA under 21 U.S.C. 335a (see the FDA Office of
Regulatory Affairs Debarment List) or committing any act that can lead to debarment under 21 U.S.C. 335a;
or (iii) otherwise excluded from contracting in accordance with EU procurement procedures or with the
federal government of the United States (see the Excluded Parties Listing System, http://www.sam.gov/).
If either party, or any of its representatives involved in the activities contemplated by an SOW, are
subsequently so debarred or excluded, such party agrees to promptly notify the other party of such
debarment or exclusion.

3.1.5 Each party shall promptly notify the other of any investigation or inspection (and,
periodically, of the progress thereof) by federal, state, or local regulatory representatives or other
investigative actions directed to any of the Services to be provided hereunder and shall promptly keep the
other reasonably apprised as to the status of such investigation(s) or inspection(s) and shall, if practicable
and legally permissible, give the other party an opportunity to review any responses prior thereto.

3.2 Company Representations and Warranties. Company represents and warrants to Service
Provider that, to Company’s knowledge: (i) the Services as set forth in each SOW do not or will not, as
applicable, violate any Applicable Laws; (ii) any decisions or directions given by Company to Service
Provider about the content of the Services shall conform with all Applicable Laws; (iii) as of the date that
Company launches commercialization of the drug manufactured by or for Company and identified in the
applicable SOW (the “Product”), Company will have received all necessary approvals, clearance,
authorizations and consents required to market and commercialize the Product, including, without
limitation, any approvals or consents required of or from the FDA and as otherwise required by Applicable
Law; and (iv) all information provided by Company to Service Provider in connection with the Services,
including without limitation, all information affecting Company’s rights to payment for the Product, is true,
accurate and complete, and is in compliance with Applicable Law.

3.3 Service Provider Representations and Warranties. Service Provider represents and warrants
to Company that Services shall be performed with qualified personnel in a competent, workmanlike and
professional manner consistent with Applicable Laws and, at the time of performance, shall conform to the
applicable SOW.

4. Confidentiality and Privacy.

4.1 Definition. “Confidential Information” means all information disclosed by a party and/or
its Affiliates (“Disclosing Party”) to the other party or its Affiliates (“Receiving Party”) in connection with
the GTC and any SOWs or other schedules, exhibits and appendices thereto. It is specifically acknowledged
and understood that Confidential information includes and may consist of: (a) information transmitted in
written, oral, magnetic, electronic, or any other medium; (b) all copies and reproductions, in whole or in
part, of any Confidential Information; and (c) all summaries, analyses, compilations, studies, notes or other
records which contain, reflect, or are generated from Confidential Information. Confidential Information
does not include any information that (i) is or becomes generally known to the public or is received from a
third party without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving
Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing
Party, or (iii) was independently developed by the Receiving Party without use of the Disclosing Party’s
Confidential Information.

4.2 Protection. Receiving Party will (i) hold Confidential Information of the Disclosing Party
in confidence and only use and reproduce such Confidential Information as necessary to fulfill its
obligations pursuant to an SOW and the GTC; (ii) not disclose Confidential Information to any third party
without first obtaining the express written permission of the Disclosing Party; (iii) limit any disclosure to
its officers, employees or authorized agents (“Representatives”) on a need-to-know basis for purposes of
fulfilling its obligations under an SOW and the GTC; and (iv) not reverse engineer, disassemble or
decompile any Confidential Information provided by the Disclosing Party pursuant to an SOW and the
GTC. Each party agrees that each of its Representatives with access to Confidential Information are bound
by restrictions at least as restrictive as those set forth herein and that it shall be responsible for the breach
by any of its Representatives of the obligations set forth herein. Each party shall promptly give notice to
the other party upon learning of a breach of this Section 4. The obligations in this Section 4.2 shall not
restrict any disclosure of information required by law, regulation, act or court order of any governmental
authority or agency; provided that the Receiving Party (i) gives the Disclosing Party prompt notice of the
contemplated disclosure, (ii) uses reasonable efforts to secure confidential treatment of any such
information that is required to be disclosed and (iii) limits any disclosure to the minimum required by
Applicable Law.

4.3 Relief. Each party recognizes that breach (or threatened breach) of this Section 4 may cause
irreparable damage to the other party. The injured party shall have the right to seek equitable and injunctive
relief for threatened or actual breach of this Section 4 in addition to any other legal remedies, and to recover
the amount of damages (including reasonable attorneys’ fees and expenses) incurred in connection with
misappropriation or unauthorized use of Confidential Information.

4.4 Effect of Termination or Expiration; Survival. Promptly after termination or expiration of
an SOW, each party shall either return to the other party or destroy all Confidential Information of the other
party, except that each party may retain a copy of such information for legal or compliance purposes. Each
party’s obligations under this Section 4 shall survive for a period of five (5) years following termination or
expiration of an SOW or, in the case of trade secrets, as long as such Confidential Information remains a
trade secret.

5. Records; Audits. During the term of an SOW and for a period of two (2) years thereafter, or such
longer period as may be required by Applicable Law, Service Provider shall maintain files and records of
all Services provided to Company hereunder in sufficient detail to verify amounts paid under an SOW and
to confirm that Service Provider complied with the terms of the SOW and the GTC including, without
limitation, all obligations to comply with Applicable Law. During the term of an SOW and during a one
(1) year period thereafter, upon at least thirty (30) days’ prior written notice (which notice shall specify the
purpose of the audit and the time period to be audited) and during normal business hours, Company or its
third party designee, which shall be in good faith reasonably acceptable to Service Provider and which shall
execute a confidentiality agreement with Service Provider, shall be entitled to audit the relevant books and
records of Service Provider, except personnel information, that are maintained in connection with the
Services; provided, however, that such audit right shall be limited to no more than once per twelve (12)
month period, unless required by the applicable government agency or otherwise required for cause. Each
audit shall last for a reasonable time period, shall not disrupt the normal business operations of Service
Provider and shall be at the sole expense of Company. Service Provider shall not be required to disclose to
Company (under this Section or otherwise) any personally identifiable information that is protected under
Applicable Law. Additionally, Service Provider’s records considered proprietary information as outlined
in Section 6 of the GTC shall be made available for examination onsite but shall not be removed from
Service Provider premises.

6. Proprietary Rights.

6.1 General. Subject to Section 6.2, each party will retain all right, title and interest in and to
inventions, ideas, analysis, designs, concepts, data, technology, computer programming, ideas, models,
processes and know-how, whether or not patented or patentable, and all patent rights, trademarks, trade
names, copyrights, brands, trade secrets, trade dress rights and other proprietary rights and all applications
and registrations thereon (i) owned or controlled by such party prior to the Effective Date, or (ii) developed,
invented, discovered, created, conceived of, or reduced to practice by such party (whether solely or jointly
by one or more parties and third parties) in the course of performing its obligations under in an SOW.

6.2 Deliverables. All reports, summaries, data and documents identified in the applicable SOW
to be prepared by Service Provider and delivered to Company (the “Deliverables”) for which Company has
fully paid shall be owned by Company as a “work made for hire” to the fullest extent permitted by law,
subject to Service Provider’s ownership rights, if any, in any Non-Exclusive Developments. Company
agrees that its title and interest in any portion of a Deliverable shall not limit Service Provider’s right to
free and full use of the Deliverable, subject to Service Provider’s obligation to protect Company’s
Confidential Information. In no event shall Service Provider be prohibited from developing or providing
similar services or materials to other clients, subject to the obligations of an SOW. The parties recognize
that any work product created pursuant to an SOW requires the professional experience and skills acquired
by Service Provider. Without limiting the generality of the foregoing, all proprietary systems, software,
computer programming, source code, algorithms, databases and web-based applications, including but not
limited to any standard operating procedures, work rules, programming, software, routines, methodologies,
analytic tools, embedded logic or table structures associated therewith, that have been developed,
maintained, utilized and improved by Service Provider in connection with the Services but do not
exclusively relate to Company (“Non-Exclusive Developments”) and any Service Provider Confidential
Information shall not be transferred and are and will remain the property of Service Provider. Company
shall not reverse engineer, decompile, disassemble, modify or enhance any of the Deliverables or the NonExclusive Developments or any part thereof or otherwise attempt to create any derivative works of any of
the Non-Exclusive Developments or any part thereof, except as otherwise expressly permitted by any SOW.
Upon payment in full for any Deliverables, Service Provider grants to Company a nonexclusive, royaltyfree, perpetual and irrevocable license to use, reproduce, display and prepare derivative works of a NonExclusive Development solely to the extent that such Non-Exclusive Development is embedded in a
Deliverable and then solely to the extent necessary for Company’s internal use of such Deliverable related
General Terms and Conditions Page 6 of 9
to commercialization and reimbursement of the Product as described in the applicable SOW, without a right
to sublicense, and not in connection with any other purpose or product other than as set forth in the
applicable SOW. Company agrees that the foregoing license, in and of itself, shall not limit Service
Provider’s right to free and full use of the Non-Exclusive Developments and Service Provider’s other
intellectual property rights therein.

6.3 Use of Parties’ Names. Neither party hereto shall originate any publicity, news release, or
other announcement, written or oral, relating to an SOW, the performance hereunder or the existence of an
arrangement between the parties, without the prior written approval of the other party, except where such
publicity, news release or other public announcement is required by Applicable Law. Notwithstanding
anything to the contrary herein, (i) Service Provider may use Company’s name, trade names and trademarks
to provide the Services under an SOW and to identify Products in the ordinary course of Service Provider’s
business; (ii) Service Provider may list Company on its general lists of clients and respond affirmatively to
direct questions about whether Company is a client of Service Provider; and (iii) either party may use the
name of the other party in any document filed with any governmental authority or regulatory agency to
comply with Applicable Law.

7. Termination.

7.1 Termination. Either party shall have the right to terminate any existing SOW immediately
upon written notice to the other party if an Event of Default (as defined below) has occurred with respect
to the other party. Either party may terminate any SOW (unless otherwise specified in the applicable SOW)
without cause with ninety (90) days’ notice.

7.2 Duties upon Termination. Upon termination or expiration of an SOW, Company shall pay
Service Provider for all work performed in connection with the Services and for all costs and expenses
incurred hereunder (or which Service Provider has become obligated to incur) in connection with the

7.3 Events of Default. Each of the following events shall constitute an “Event of Default”: (a)
Service Provider materially fails to perform any of the Services in accordance with the GTC and/or the
applicable SOW, and such failure shall continue for a period of thirty (30) calendar days after written notice
from Company; (b) Company fails to make any payment required by an SOW when due, and such failure
continues for a period of thirty (30) calendar days after written notice from Service Provider; (c) either party
materially fails to comply with any other obligation, liability or undertaking assumed under the GTC or an
SOW, and such failure continues for a period of thirty (30) calendar days after written notice from the nondefaulting party; (d) either party shall (i) have an entry of a decree or order for relief of such party or any
parent, affiliate or wholly-owned subsidiary by a court of competent jurisdiction in any involuntary case
involving any such party under any bankruptcy, insolvency, or other similar law now or hereafter in effect;
(ii) file, or be the subject of a, petition in any involuntary bankruptcy case, which petition is not dismissed
within ninety (90) calendar days or which is dismissed or suspended pursuant to section 305 of the United
States Bankruptcy Code (or for any corresponding provision of any future United States bankruptcy law or
equivalent foreign bankruptcy law); (iii) appoint a receiver, liquidator, assignee, custodian, trustee,
sequestrator, or other similar agent for itself or for any substantial part of its assets or property; (iv)
commence a voluntary case under any bankruptcy, insolvency, or other similar law now or hereafter in
effect; or (v) make any general assignment for the benefit of creditors; (e) either party shall fail to materially
comply with its obligations under Applicable Law which are material to the GTC or the Services; or (f) a
Force Majeure period affecting the other party’s obligations has exceeded ninety (90) days.

7.4 Survival. All provisions of any SOW whose meaning requires them to survive any
termination or expiration of such SOW will survive the expiration or termination of the applicable SOW.

8. Indemnification.

8.1 Mutual Indemnification. Each party agrees to protect, indemnify and hold harmless the
other party, its Affiliates, and their respective shareholders, officers, directors, authorized agents,
independent contractors and employees (collectively, the “Indemnified Party”) from and against all claims,
demands and actions brought or asserted by third parties, and resulting costs, expenses, liabilities, damages,
taxes, losses and fees, including reasonable attorneys’ fees and costs, incurred by, resulting to, or imposed
on the Indemnified Party (collectively, “Claims”) to the extent arising out of (i) the gross negligence,
omissions or willful misconduct of the other party (the “Indemnifying Party”), its Affiliates, or their
respective officers, directors, agents, independent contractors and employees in connection with the
Indemnifying Party’s performance hereunder or (ii) the Indemnifying Party’s breach of any of its
obligations under the GTC, including without limitation the failure of any representation or breach of any
warranty made by the Indemnifying Party in the GTC. This indemnity shall be limited to the extent such a
Claim is due to the gross negligence, material omission or willful misconduct of or breach of the GTC by
the Indemnified Party.

8.2 Indemnification by Company. Company agrees to protect, indemnify and hold harmless
Service Provider, its Affiliates, and its shareholders, officers, directors, employees, and authorized agents
from and against any Claims caused by or arising out of (i) the manufacture, production, promotion,
distribution, storage or use of Product (in the form as supplied to an authorized distributor by Company),
or (ii) the infringement of any third party patent, copyright or trademark by the use of Product in performing
Services in accordance with any SOW and/or with any directions provided by the Company. This indemnity
shall be limited to the extent such a Claim is due to the gross negligence, material omission or willful
misconduct of or breach of the GTC or an SOW by the Indemnified Party.

8.3 Procedure. Upon receipt of notice of claim for liability, the Indemnified Party shall
promptly notify the Indemnifying Party in writing. The Indemnifying Party will assume and conduct the
legal defense related to any Claim and may control investigation, preparation, defense and settlement of
any Claim, but will not settle or otherwise resolve any Claim without the Indemnified Party’s prior written
approval, which shall not be unreasonably delayed or withheld. The Indemnified Party’s failure to promptly
notify the Indemnifying Party of any Claim will only reduce the liability of the Indemnifying Party to the
extent of any actual prejudice resulting from the delay. Except as may be limited by Applicable Law, each
of the parties shall promptly notify the other of, and cooperate, in responding to or defending any inquiry,
investigation, claim, suit or other cause of action instituted, asserted or threatened against either party and
arising out of or relating to either party’s obligations hereunder. The obligations of this Section 8 will
survive any expiration or termination of any SOW for a period of five (5) years.

9. Limitation of Liability; Insurance.

9.1 No Consequential Damages. Neither Service Provider nor Company shall be liable to the
other for any punitive, consequential, incidental, indirect, exemplary or special damages (including lost
revenue or lost profits), whether in contract or in tort, in connection with the GTC or the Services. The
foregoing does not limit either party’s indemnification obligations with respect to third party claims.

9.2 Limitation of Liability. Service Provider will not be liable to Company under the GTC or
any SOW for any claim for damages (whether ground in contract, tort, indemnity, otherwise), in an
aggregate amount greater than the net amount invoiced by Service Provider to Company (excluding pass
through costs) under an SOW during the twelve (12) months prior to the date upon which such claim arose.
The foregoing does not limit either party’s indemnification obligations with respect to third party claims or
liability for misappropriation of intellectual property rights. Any loss due to damage or loss of product will
be based upon Company’s cost of manufacturing or otherwise acquiring product, not the purchase price or
the product’s selling cost.

9.3 Insurance. During the term of an SOW, Service Provider shall, at its own expense, obtain
and maintain commercial general liability insurance including coverage for completed operations, errors &
omissions insurance and auto liability insurance, each providing protection in the amount of at least three
million dollars ($3,000,000.00) per occurrence and annual aggregate against any claims, suits, losses or
damages arising as a result of the GTC and any SOW. Service Provider shall, at its own expense, obtain
and maintain throughout the term of an SOW, workers compensation insurance (or self-insurance approved
by the applicable state regulatory authority) with a minimum coverage that is consistent with state statutory
limits. If requested, Service Provider shall provide to Company insurance certificates showing compliance
with this Section 9.3. The required insurance may be provided by a combination of primary and excess
(“umbrella”) policies and may be written on policies insuring multiple locations and entities. Service
Provider’s deductibles and self-insured retentions shall be at Service Provider’s sole discretion and

10. Independent Contractor. Nothing contained herein shall be deemed by the parties hereto, or by any
third party, as creating a relationship of employer/employee, principal/agent, or joint venture of the parties
hereto; it being understood and agreed that no provision contained in the GTC nor any acts of the parties
hereto shall be deemed to place Service Provider or its Representatives in any relationship with Company
other than as an independent contractor. Service Provider shall not undertake to commit the Company to
any course of action in relation to third persons, except as requested by the Company. Service Provider
shall be fully responsible for any and all compensation, employment or income taxes or contributions, and
benefits of Service Provider’s employee(s).

11. Force Majeure. If either party will be delayed or prevented from the performance of any act required
under an SOW or the GTC, other than payment obligations, by reason of acts of state or governmental
action, orders, legislation, regulations, restrictions, riots, disturbance, pandemic, war (formally declared or
undeclared), strikes, lockouts, slowdowns, prolonged shortage of energy supplies, loss of facilities or
Internet or telecommunication or electrical systems, the delay of subcontractors or vendors, fire, earthquake,
flood, hurricane, typhoon, explosion and accident (each, a “Force Majeure”), each not reasonably within
the control of the affected party, then performance of such act will be excused for the Force Majeure period.
Notice of the start and stop of any Force Majeure and its nature and expected duration will be provided to
the other party promptly. If possible, the affected party will continue to perform other obligations hereunder
and will use commercially reasonable efforts to resume full performance as soon as reasonably practicable.

12. Solicitation of Service Provider Employees.In the event that Company or any of its Affiliates,
during the term of an SOW or within twelve (12) months from its termination or expiration, enters into an
employment, consultancy or other service relationship with an employee of Service Provider with whom
Company had contact or who (or whose performance) became known to Company in connection with the
Services, Service Provider shall be entitled to a brokerage fee in the amount of 15% of the employee’s total
annual remuneration (base pay, variable pay, and monetary benefits) claims against Company and/or any
of its Affiliates. If the term of the employment, consultancy or other service relationship is less than one
year, the brokerage fee shall amount to 15% of the employee’s total remuneration claims against Company
and/or any of its Affiliates during such term. Company undertakes to (i) promptly notify Service Provider
of Company’s or any of its Affiliates’ entering into such employment, consultancy or other service
relationship and the employee’s total remuneration claims against Company and/or any of its Affiliates for
the applicable period and (ii) pay the brokerage fee, plus applicable VAT, no later than fourteen (14)
calendar days after entering into the employment, consultancy or other service relationship.

13. Miscellaneous.

13.1 Notice. All notices hereunder shall be in writing and served by email with a copy sent via
first-class, registered or certified mail, return receipt requested, postage prepaid, or transmitted by hand
delivery, express delivery or facsimile, addressed as to agreed contacts. Either party may notify the other
party in writing of a change in its notice address.

13.2 Dispute Resolution. In the event of a dispute, each party agrees to negotiate in good faith
to resolve the dispute in a mutually acceptable manner within thirty (30) days. Thereafter, if any action is
necessary to enforce any of the GTC or an SOW, the parties irrevocably and unconditionally consent to
jurisdiction of the courts of Bad Homburg, Germany, for any action or litigation that arises out of or relates
to the GTC and any SOW, waive any objection to venue and agree to not claim any such court is an
inconvenient forum. The successful party in any legal action or litigation shall be entitled to receive from
the other party all costs and fees, including reasonable attorneys’ fees, and the prevailing legal interest rate
on all debts from the date of default.

13.3 Non-Assignment. Neither party may assign, delegate, or subcontract an SOW without the
prior written consent of the other party (such consent not to be unreasonably withheld or delayed); provided,
however, that either party may assign an SOW, upon written notice to other party, (1) to any of its Affiliates
or (2) in connection with the sale of all or substantially all of the business of such party, whether by merger,
sale of stock, sale of assets or otherwise. If Service Provider desires to engage the services of a subcontractor
with regard to the Services, prior disclosure will be made to Company; provided, however, that Service
Provider may engage subcontractors to perform administrative or technical support functions (i.e.,
information technology or systems, program support, finance or accounting, general administrative
services) without the consent of, or notification to, Company. Service Provider shall remain legally
responsible for ensuring any subcontractor’s full compliance with the GTC and applicable SOW. Subject
to the foregoing, the GTC and each SOW shall inure to the benefit of and be binding on any permitted
successors and assigns. Any assignment not in accordance with this section shall be void.

13.4 Governing Law. The GTC and SOWs shall be construed in accordance with the laws of
Germany (without reference to its conflicts of laws principles). Individual SOWs may be construed in
accordance with laws of alternative jurisdictions as specified therein and as based on the jurisdictions of
the relevant Affiliates entering into such SOWs.

13.5 Additional Terms. The GTC may only be modified in writing signed by both parties with
regard to a specific SOW. No waiver of any provision hereof shall be effective unless expressly made in
writing in the applicable SOW. The captions and headings in the GTC are for convenience and reference
only, and shall in no way be held to explain, modify or construe the meaning of the terms herein.

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