StudyTeam For Sites
Master Services and License Agreement

1. License to the Reify Platform

1.1. License Grant by Reify. Subject to the terms and conditions of this Agreement and provided the Parties have entered into an Ordering Document in accordance with Section 2 for the specific Clinical Trial(s) for which Customer is licensing the Reify Platform (“Scope ofUse,”) Reify hereby grants to Customer a limited, revocable, non-transferable, non-exclusive license (the “Platform License”), in each case solely for Customer’s internal business purposes with respect to such Scope of Use set forth in the relevant Ordering Document, to access and use Reify’s proprietary software platforms made available by Reify under this Agreement (collectively, “Reify Platform”). For clarity: access shall be granted to individuals that Customer designates as permitted to access the Reify Platform under this Agreement (each an “Authorized User”).

1.2. Service Level. Reify shall use commercially reasonable efforts to respond to and address any failures of the Reify Platform to perform in accordance with this Agreement in accordance with the Service Level Terms found at: https://www.onestudyteam.com/contract/service-level-terms.

1.3. Reservation of Rights. Reify does not grant any rights in or to the Reify Platform or the Services except as expressly set forth in this Agreement.  As between Reify and the Customer or any Authorized Users, Reify owns and retains ownership of the Reify Platform, the Services, and all intellectual property rights therein.

1.4. Restrictions on Platform License.  The Customer warrants and covenants that it will not (i) use the Reify Platform in any illegal or unlawful manner or for any illegal or unlawful purpose; (ii) use the Reify Platform in a manner that is intended to harm Reify or the Reify Platform; (iii) reverse engineer, disassemble, reconstruct, replicate, or decompile any object code relating to or any element of the Reify Platform or any other Reify product, whether hardware, software, or otherwise; (iv) use or launch any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” to access the Reify Platform in a manner that sends more request messages to Reify’s servers in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser; (v) rent, lease, loan, trade, sell/re-sell, or otherwise charge any party for access to the Reify Platform; (vi) use the Reify Platform or any element thereof to compete with Reify or the Reify Platform; or (vii) attempt to do, or assist any third party in attempting to do, any of the foregoing.  Authorized Users shall, and Customer shall cause Authorized Users to, comply with: this Agreement; all user documentation provided by Reify; and all applicable international, federal, state, and local laws, rules, regulations, directives, and governmental requirements (“Applicable Law”) relating to their use of the Reify Platform.

1.5. Suspension or Discontinuation of the Reify Platform License.  Reify reserves the right to modify or discontinue, temporarily or permanently, the Platform License with or without notice.  Upon such modification, Reify shall refund to the Customer a prorated percentage of Fees previously paid to Reify attributable to any Services that have not been provided and any amount of time for which Customer previously paid Reify for the Platform License.  This refund shall constitute the Customer’s sole and exclusive remedy with respect to such modification or discontinuation of the Platform License.

1.6. Suspension or Discontinuation of Authorized User Access to Reify Platform. In addition to any other rights Reify may have, Reify reserves the right to suspend access to and/or use of the Reify Platform by any Authorized User to the extent that Reify suspects or determines that such Authorized User has breached any term of this Agreement or that such suspension is necessary to comply with Applicable Law; provided further, however, that in the latter case, Reify shall use commercially reasonable efforts to suspend only that portion of access to the Reify Platform as is reasonably necessary to prevent the occurrence or continuation of such breach or violation.

1.7. Reify Platform Accounts.  Authorized Users and/or the Customer (on behalf of such Authorized Users) may be required by Reify to register an account (an “Account”) through the Reify Platform in order to access the Reify Platform.  The Customer shall cause each Account to be accessed exclusively by a single individual and solely from the territories, countries or jurisdictions for which the Account was established.  The Customer shall further prohibit Authorized Users to access their Accounts from any country, locality or jurisdiction designated by Reify as prohibited or unsupported from time to time.  The Customer shall be liable for Authorized Users keeping all Account login credentials and passwords secure and for all activities that occur through Authorized User Accounts, including the activities of others and regardless of whether such activities are authorized.  The Customer shall immediately notify Reify of any breach or unauthorized use of any Account attributable to Authorized Users.  Reify may (but is not obligated to) require the Customer (or Authorized Users) to alter passwords for their Accounts if Reify believes such passwords are no longer secure, and Customer shall, and shall cause all Authorized Users to, assist Reify and perform such actions as are requested to so alter such passwords if instructed.  Reify shall have the right, without further inquiry, to rely on all instructions to Reify provided through such Accounts.

2. Ordering Document

2.1. Ordering Document.  Prior to Reify granting the Platform License to Customer for the Scope of Use, the Parties shall enter into a written agreement (each, a “Ordering Document” to be incorporated by reference hereunder), such Ordering Document to (a) describe (i) the Scope of Use with respect to which the Reify Platform will be used, including, to the extent required by Reify in the Ordering Document, the sponsor name, therapeutic area, study protocol title, and any other operational or regulatory requirements related to the Clinical Trial(s) necessary to properly identify such Clinical Trial(s), (ii) the Clinical Trial Administrator, and (iii) any Fees; (b) be sequentially numbered; (c) be substantially in the form of Exhibit B or another form mutually acceptable to the Parties; (d) describe any Services to be provided, and (e) be executed by an authorized person from each Party.

2.2. Additional Services.  In addition to the standard functionality of the Reify Platform, Reify may wish to provide, and Customer may wish to receive, (a) certain additional services and functionalities through the Reify Platform (each, a “Platform Service”), and (b) certain services provided by Reify to be delivered outside the Reify Platform (each, a “Non-Platform Service” and, collectively and with the Reify Platform and the Platform Services, the “Services”).  Reify shall provide, and Customer shall receive, Services subject to the terms of this Agreement applicable thereto.

2.3. Terms.  Reify’s provision of each Service, and the Customer’s receipt of such Service, shall be governed by (i) the terms of this Agreement, (ii) any additional terms set forth in the applicable Ordering Document with respect to such Service and (ii) any additional terms set forth in a document provided by Reify establishing service-specific parameters (“Service Description”).  The Customer’s request of any Service pursuant to a valid Ordering Document shall constitute acceptance of the terms applicable to such Service, including such additional terms set forth in the applicable Ordering Document and Service Description.  In the event of any conflict between the terms of this Agreement and any Ordering Document, the terms of this Agreement shall control and prevail.  Neither Party shall be required to enter into any Ordering Document hereunder.

2.4. Changes to the Scope or Cost of the Services.  Changes to the scope of any Services shall be made only through a written change order executed by the Parties.  Reify shall have no obligation to commence work in connection with any such change, and the Customer shall have no obligation to make any payments with respect to any proposed change to the scope or Fees of the Services set forth in any such change, unless and until the Fee and/or the effect of the change on the timeline is agreed upon by both Parties in the change order.  Unless the Parties expressly agree in writing to the contrary, all such changes to the scope or cost of this Agreement shall be governed by the terms and conditions of this Agreement.

2.5. Customer Duties and Responsibilities.  The Customer agrees to cooperate with Reify in connection with the performance of the Services by (i) providing timely responses to Reify’s inquiries and requests for approvals and authorizations, which shall not be unreasonably delayed or withheld, and (ii) providing any information or materials requested by Reify which are reasonably necessary or useful in connection with providing the Services, which shall be provided in compliance with Section 2.8 hereto.  Reify shall not be liable for any errors, omissions or delays caused in whole or part by (a) inaccurate assumptions contained in the applicable Service, (b) the Customer, and/or (c) circumstances beyond Reify’s reasonable control.

2.6. Compliance with Laws.  Reify shall comply with all Applicable Laws of which it is or becomes aware are applicable to its performance of the Services.  The Customer shall inform Reify of any specific laws, rules, and regulations which it believes may be applicable to the Services to be performed by Reify for the Customer.  The Customer will comply with all Applicable Laws (including, without limitation, laws that limit, restrict, or otherwise govern the collection, use, disclosure, security, storage, and protection of data, including but not limited to personal data) in the exercise of its rights and performance of its obligations under this Agreement, including under any Ordering Document.

2.7. Clinical Trial Administrator.  With respect to each Clinical Trial, the Customer shall designate one person to serve as a contact person (the “Clinical Trial Administrator”) in connection with the provision of the Services requested.  The Clinical Trial Administrator shall be duly authorized and shall, in accordance with the terms of this Agreement, (i) approve materials or services provided by Reify, (ii) approve expenses incurred or to be incurred by Reify which are to be reimbursed pursuant to Section 4.3, (iii) make all necessary decisions on the Customer’s behalf with regard to such Services and the applicable Ordering Document and (iv) manage all communications with Reify in connection with such Clinical Trial on the Customer’s behalf.  The Parties understand that others besides the Clinical Trial Administrator will undertake communications relating to the Services as required.

2.8. Information and Materials Provided by the Customer.  The Customer acknowledges and agrees that Reify may rely upon all decisions and approvals made by the Customer and/or the Clinical Trial Administrator in connection with any Services.  In addition, the Customer acknowledges that Reify will rely upon the information and materials that the Customer provides.  The Customer shall ensure that all such information and materials shall be provided to Reify in a form approved by Reify.  The Customer hereby represents, warrants, and covenants that all such information and materials are (to the extent already provided prior to the date hereof) or shall be true, accurate, complete, and free from all defects (including, without limitation, to the extent provided in machine readable form, free from viruses and similar defects).

2.9. Acceptance of Work Product by the Customer.  Reify may, in the performance of certain Services and exclusively to the extent designated with specificity as “Work Product” in the applicable Ordering Document, produce or deliver certain reports, outputs, or deliverables to the Customer (“Work Product”).  To the extent any deliverables, reports, or other outputs or deliveries made to or accessible by the Customer are not explicitly identified as “Work Product” in the applicable Ordering Document, such outputs or deliveries shall not be considered Work Product under this Agreement and all right, title, and interest in and to such deliveries and outputs shall remain with Reify.  The Customer shall have a period of seven (7) days from the date of delivery (the “Approval Period”) to verify that any Work Product conforms in all material respects with the specifications set forth in the applicable Ordering Document (any failure of an item of Work Product to thus conform, a “Nonconformity”).  If the Customer notifies Reify in writing of a Nonconformity prior to expiration of the Approval Period, Reify shall, at its expense (if such Nonconformity is not the fault of the Customer) or at the Customer’s expense (if such Nonconformity is the fault of the Customer), correct such Nonconformity.  The Customer shall provide Reify with reasonable assistance required by Reify to verify the existence of and correct a reported Nonconformity.  Any Work Product shall be deemed automatically accepted by the Customer (“Acceptance”) upon expiration of the Approval Period unless the Customer notifies Reify of a Nonconformity with respect to such item of Work Product as provided above.

3. Licensee Data

3.1. Customer-Provided Data. The Customer may, during the Term of this Agreement, provide, directly or through its representative, data and information (“Customer-Provided Data”) to Reify, including: data related to an individual’s recruitment and/or participation in Customer’s Clinical Trial, which may include but is not limited to health data, visit dates, test results, health history, contact information such as name, telephone number, home address, and email address; and data that relates to the financial and operational aspects of the relevant Clinical Trial, including cost information, budgets, and administrative data. Reify shall treat and process such data in accordance with Reify’s privacy policy, made available at https://www.onestudyteam.com/privacy-policy. Further, the Parties shall comply with all applicable legislation related to the protection of personal data, and Reify shall during the Term comply with Customer’s written instructions regarding the processing of Customer-provided personal data. With respect to the processing of personal data, the Parties shall comply with the relevant data protection terms available at: https://www.onestudyteam.com/contract/site-privacy, which are incorporated by reference herein.

3.2. Customer hereby represents and warrants that it has obtained all necessary consents, including releases of personal data or health information, required to provide and furnish the Customer-Provided Data and grant the license set forth in Section 3.1.

3.3. License to Usage Data.  Reify shall have the right to use all data collected by or entered into the Reify Platform related to the Customer’s use of the Services (“Usage Data”) for Reify’s business purposes (including but not limited to improvement and enhancement of the Services and creation of new product offerings, report generation, and marketing and promotional purposes); provided that Reify may only disclose such Usage Data to third parties after such Usage Data has been anonymized and aggregated in a manner that would not permit such Usage Data to be attributable to the Customer or permit the identification of any individual.

3.4. Logo License.  The Customer hereby grants Reify a limited, nontransferable, royalty-free nonexclusive license to use the Customer’s name, logo and trademarks and a general description of the Services performed by Reify hereunder for the sole purpose of permitting Reify to use such materials in Reify’s portfolio, both printed and online, and in any other materials used by Reify in connection with advertising or promoting its services.

3.5. Feedback.  The Customer may, but has no obligation to, provide feedback to Reify about the Reify Platform or the Services.  Unless Reify otherwise agrees in writing, the Customer hereby agrees that Reify shall own all feedback, comments, suggestions, ideas, concepts, and changes that the Customer provides to Reify regarding the Reify Platform, the Services, and all associated intellectual property rights (collectively, the “Feedback”), and the Customer hereby assigns to Reify all of the Customer’s right, title, and interest thereto.

4. Fees

4.1. Fees for the Services.  The applicable Ordering Document sets forth the mutually agreed basis on which the Customer shall pay Reify in connection with the satisfactory provision of the Services (“Service Fees”) and for use of the Reify Platform (“License Fees” and, collectively with any Service Fees, the “Fees”).

4.2. Payment.  The Customer shall pay the Fees in accordance with the instructions set forth on the applicable Ordering Document, but in any case, within thirty (30) days of issuance of the applicable invoice.  In the event of a dispute with regard to any portion of an invoice, the Customer shall promptly notify Reify in writing of the reasonable basis for any dispute, including sufficient information to enable Reify to understand the nature of the dispute.  Each Party agrees to promptly provide the other Party with such additional detail and documentation as may be reasonably requested by the other Party in order to resolve a dispute over an invoice.  If the Customer does not raise a dispute within thirty (30) days of having received an invoice, it shall be deemed to have accepted all charges on the invoice as accurate.  Invoices remaining unpaid for more than thirty (30) days from issuance shall accrue interest at a rate of the lesser of one and one-half percent (1.5%) per month or the highest rate allowed by Applicable Law. Upon the failure by the Customer to pay any accepted invoice, or other material breach by the Customer of this Agreement, Reify may cease performing the Services and terminate Customer’s access to the Reify Platform immediately.  Reify shall be entitled to recover from the Customer all expenses and costs (including reasonable attorneys’ fees) incurred in connection with the collection of all amounts due hereunder.

5. Ownership Of Work Product and Other Materials

5.1. Work Product.  The Customer shall own all items of Work Product (as defined and subject to the limitations set forth in Section 2.9), and Reify hereby assigns to the Customer all of its right, title, interest, and ownership in and to, and any intellectual property rights in, such Work Product.

5.2. Proprietary Materials of Reify.  Both previous to the Effective Date and in the course of performance hereunder, Reify may design, develop, and/or use materials, tools, methodologies, and programming which are proprietary to Reify and of general applicability to Reify (“Proprietary Materials”).  Such Proprietary Materials are Reify Confidential Information for purposes of Section 6 and remain the property of Reify, usable by the Customer only to the extent such Proprietary Materials are incorporated as part of any Work Product or licensed for use hereunder.  For avoidance of doubt, the Reify Platform and Usage Data shall be considered Proprietary Materials.  Unless specifically designated as Work Product, work, and/or services delivered to the Customer shall be deemed Proprietary Materials owned by Reify.

6. Confidential Information

6.1. Each Party (the “Disclosing Party”) may from time to time during the term of this Agreement disclose to the other Party (the “Receiving Party”) certain information regarding the Disclosing Party’s business, including technical, marketing, financial, employee, planning, and other confidential or proprietary information (“Confidential Information”).  The Disclosing Party will identify all Confidential Information disclosed orally as confidential at the time of disclosure.  Regardless of whether so marked or identified, however, the Reify Platform and all Services and (to the extent not specifically designated “Work Product”) any deliverables, reports, and other outputs resulting therefrom, and any information that the Receiving Party knew or reasonably should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party, will be considered Confidential Information of the Disclosing Party.  The Receiving Party will use any Confidential Information of the Disclosing Party solely for purposes of this Agreement and will disclose the Confidential Information of the Disclosing Party only to the employees, subcontractors, or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder.  The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature, and with no less than reasonable care.  The Receiving Party’s obligations with respect to any Confidential Information of the Disclosing Party will terminate prospectively if and when the Receiving Party can document that such information: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) is disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) is independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information.  In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is: (i) approved in writing by the Disclosing Party; (ii) necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding; or (iii) required by Applicable Law or by the order of a court of similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.

6.2. The obligations of confidentiality herein shall survive, regardless of termination or expiration of this Agreement.

7. Term, Termination, And Suspension

7.1. Term. The term of this Agreement shall commence on the Effective Date and shall continue until the third anniversary of the Effective Date (such period, the “Initial Term”) (unless this Agreement is sooner terminated in accordance with the terms of this Section 7), at which point this Agreement shall automatically renew for one (1)-year terms (each such period, a “Renewal Term” and collectively with the Initial Term, the “Term”) unless either Party provides notice of intent not to renew to the other Party at least sixty (60) days prior to the expiration of the then-current Term.

7.2. Termination Rights.

7.2.1. Reify may terminate this Agreement upon delivery of written notice to the Customer if: (i) Reify believes it is required to do so by Applicable Law, including where provision of the Services to the Customer becomes unlawful; or (ii) Reify ceases to provide and maintain the Reify Platform.

7.2.2. Either Party may terminate this Agreement upon delivery of written notice to the other Party if such other Party has materially breached any provision of this Agreement (unless such material breach is due to Customer’s failure to pay any Fees) and such breach has not been cured in all material respects within thirty (30) days of notice thereof.

7.2.3. Either Party may, upon giving one hundred twenty (120) days’ prior written notice, terminate this Agreement at any time and for any reason.

7.3. Effects of Termination.  Upon the termination or expiration of this Agreement for any reason, (i) Reify may cease performing any Services immediately, (ii) all licenses granted hereunder to Customer shall immediately and automatically terminate, (iii) the Customer shall pay Reify for all Services rendered and expenses incurred by Reify prior to the effective date of termination regardless of the reason for such termination, and (iv) Reify shall have the right, but not the obligation, to restrict or terminate the Customer’s access to the Reify Platform.  If Reify does so restrict or terminate Customer’s access to the Reify Platform pursuant to this Section 7.3, the Customer acknowledges and agrees that Reify shall not be liable to the Customer and have no further obligation to the Customer for any lack of access to Work Product or the Reify Platform such restriction or termination may cause.

8. Warranties; Limitation Of Liability

8.1. Mutual Representations and Warranties. Each Party hereby represents and warrants to the other that: (i) this Agreement is a legal and valid obligation binding upon such Party and is enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy and by general equitable principles and public policy; (ii) such Party is duly organized and validly existing under the laws of the state of its incorporation and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (iii) such Party is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder, and the person executing this Agreement on its behalf has been duly authorized to do so by all requisite corporate actions; and (iv) the execution, delivery and performance of this Agreement by such Party does not conflict with any agreement, instrument or understanding, oral or written, to which it is a Party or by which it may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having authority over it.

8.2. Reify Compliance.

8.2.1. Safeguards.  Reify will establish an information security program which is designed to: (a) protect the security and confidentiality of personal data and other Customer Data that is stored in the Reify Platform; (b) protect against any anticipated threats or hazards to the security or integrity of personal data and other Customer Data, and (c) protect against any unauthorized use of or access to personal data or other Customer Data.  Reify will also establish and maintain reasonable network and Internet security procedures, protocols, security gateways, firewalls, intrusion detection, and event logging with respect to such personal data and other Customer Data.  All of the foregoing will be no less rigorous than those safeguards and procedures maintained by Reify for its own data and information of a similar nature.  Notwithstanding the foregoing, Reify shall not be liable for the security of any Customer Data stored in Customer Data Systems.

8.2.2. Security Assessment.  Without limiting the generality of the foregoing, Reify’s information security policies will provide for regular assessment and re-assessment of the risks to the security of the Reify Platform, including (a) identification of threats that could result in a Data Incident, (b) assessment of those threats, taking into account the sensitivity of such data and systems, and (c) assessment of the protection against such risks.  Upon request, Reify shall provide Customer with a summary of its annual security assessment of the Reify Platform.

8.2.3. Data Incident.  If Reify discovers any unauthorized access to or disclosure of Customer Data (a “Data Incident”), then Reify shall promptly, but no later than 72 hours, notify Customer of such Data Incident.  Reify shall commence all reasonable efforts to investigate and remediate the cause of the Data Incident, and reasonably cooperate with Customer to provide all available information about the Data Incident.

8.3. Warranties of the Customer. The Customer hereby represents and warrants that, at all times, the Customer shall: (a) supply and maintain all computer hardware, system software (including changes to the Customer’s host computer system necessary to interface with the Reify Platform), and auxiliary software necessary or appropriate for the licensed use of the Reify Platform.  To the extent that Reify may supply, or assist in supplying, to the Customer any non-Reify hardware or software, the Customer acknowledges that any warranty with respect to such hardware or software is provided exclusively by the manufacturer and not by Reify; (b) ensure that the Authorized Users are capable in the use of the computer hardware and system software to be used with the Reify Platform; (c) use the Reify Platform in accordance with any operating instructions and user, installation, set-up, configuration and other manuals (collectively, the “Documentation”), Reify’s instructions and all Applicable Law; (d) provide telecommunications connections (including cost of data transmission) to the Customer’s computer equipment in order to assist Reify’s support (as provided in this Agreement) of the Customer’s use of the Reify Platform; (e) employ appropriate back-up procedures for data storage in order that any loss of data caused by an error in the Reify Platform will not adversely affect the Customer, and (f) obtain all necessary consents, including releases of personally identifiable information or health information, required to (i) enable Reify to perform its obligations and exercise its rights in connection with this Agreement, and upon request, shall provide Reify with appropriate documentation thereof and (ii) enable Customer to fulfill its obligations and provide all information, data or other materials without infringing on any third party’s personal rights or legal protections.

8.4. Disclaimers of all Other Warranties.  THE WARRANTIES SET FORTH IN SECTION 8 OF THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES MADE BY REIFY IN CONNECTION WITH THE PROVISION OF THE SERVICES HEREUNDER.  THE WARRANTIES SET FORTH IN SECTION 8 OF THIS AGREEMENT ARE MADE FOR THE SOLE BENEFIT OF THE LICENSEE, AND ALL OTHER WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY REIFY OR ITS REPRESENTATIVES, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXPRESSLY OVERRIDDEN, EXCLUDED, AND DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

8.5. Limitation of Liability.  REIFY’S LIABILITY PURSUANT TO THIS AGREEMENT OR ANY PROPOSAL GOVERNED HEREBY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BY STATUTE OR OTHERWISE, CONCERNING THE PERFORMANCE, NON-PERFORMANCE, OR OTHERWISE RELATED TO THIS AGREEMENT OR ANY PROPOSAL GOVERNED HEREBY, INCLUDING ANY INDEMNIFIABLE CLAIM, SHALL IN THE AGGREGATE BE LIMITED TO THE DIRECT AND ACTUAL DAMAGES INCURRED BY THE LICENSEE, AND IN ANY EVENT, SUCH LIABILITY SHALL NOT EXCEED THE FEES RECEIVED BY REIFY HEREUNDER FOR SERVICES PURSUANT TO THE PROPOSAL OR PROPOSALS TO WHICH SUCH CLAIM RELATES.  IN NO EVENT SHALL REIFY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, OR INDIRECT DAMAGES OR EXPENSES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR OTHER ECONOMIC LOSSES, LOST REIMBURSEMENTS, LOST DATA, OR LOST SAVINGS) ARISING IN CONNECTION WITH THIS AGREEMENT.

8.6. Further Limitation of Liability. Notwithstanding any other provision of this Agreement, Reify shall have no liability whatsoever in connection with any of the Work Product after the Acceptance of such items in accordance with Section 2.9.

8.7. Acceptance by the Customer. The Customer hereby accepts and acknowledges that the Customer has reviewed and understands the meaning and effect of this Section 8 and that it is the intent of the Customer and Reify to limit the Customer’s recovery of consequential damages, even when the remaining available remedy fails of its essential purpose.  Further, the Customer acknowledges that it is the intent of the Customer and Reify that the Customer waive any claim or right of action against Reify relating to or in respect of any Work Product delivered to the Customer or Services performed by Reify on the Customer’s behalf once the Customer makes Acceptance of Work Product as set forth in Section 2.9 herein.

9. Indemnification

9.1. Indemnification by the Customer. The Customer shall indemnify and hold Reify and its successors, assigns, affiliated entities, employees, officers, directors, stockholders, members, agents, consultants, and representatives (collectively, “Reify Indemnitees”) harmless with respect to all claims, demands, lawsuits, liabilities, losses, damages, judgments, fines, settlements, and expenses (including, without limitation, reasonable attorney’s fees) relating to (a) the breach of any of the Customer’s representations, warranties, covenants, or obligations hereunder, (b) any third party claim that may arise out of or relate to the Services or use by the Customer of any items of Work Product, or (c) any claim that may arise out of or relate to any of the Customer’s products or services or any products or services licensed or provided to the Customer by others, except to the extent that there is a final adjudication that such claim is the result of the material breach of any of Reify’s representations, warranties, covenants, or obligations hereunder.

10. Miscellaneous

10.1. Complete Agreement. This Agreement and the Exhibit(s) attached hereto, as amended in writing from time to time, embody the complete agreement and understanding between the Parties hereto relating to the provision of the Services and supersede and preempt any and all prior understandings, agreements, or representations by or between the Parties, whether written or oral, relating to the subject matter hereof in any way.

10.2. Relationship of the Parties.  Reify is and shall remain an independent contractor of the Customer, and, as such, is not authorized to execute any agreements, make any changes in any agreements, incur or assume any obligations, liabilities, or responsibilities, or perform any other act in the name of or on behalf of the Customer.  As an independent contractor, it is expressly agreed that Reify operates at its own expense and risk.  The terms of this Agreement shall not be construed as altering Reify’s independent contractor status with the Customer or creating an employer/employee, principal/agent, partnership or joint venture relationship between the Parties.

10.3. No Exclusivity.  Both Parties acknowledge that the other Party may enter into any other agreements it desires regarding the provision of services relating to any other services.

10.4. Amendments; Nonwaiver.  No modification, amendment or waiver of any provisions of this Agreement shall be effective unless approved in writing by each of the Parties hereto.  Either Party’s failure at any time to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such Party to enforce each and every provision hereof in accordance with its terms.

10.5. Force Majeure.  If either of the Parties hereto (hereinafter referred to as the “Affected Party”) shall be prevented from performing or observing any of the provisions of this Agreement by reason of any event or circumstance beyond the control of the Affected Party, including, without limitation, any act of God, strike, lockout or act of any governmental authority, the obligation of the Affected Party to perform or observe such provision of this Agreement shall be suspended until such event or circumstance or any other such event or circumstance ceases to prevent the Affected Party from performing such provision of this Agreement; provided, that: (a) if the obligation of the Affected Party shall be or is likely to be so suspended for a period of more than one hundred twenty (120) days, the other Party may terminate this Agreement by written notice to the Affected Party; and (b) the Affected Party shall use its best efforts to remedy the effect of such event or circumstance and perform or observe every provision of this Agreement as soon as is practicable.

10.6. Assignment; Subcontractors.  This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and assigns.  Neither Party hereto shall have the right to assign its rights or obligations under this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld, except that either Party may assign its rights and obligations hereunder to a successor in interest to its business; provided, that the other Party receives prompt written notice of any such assignment to a successor in interest.  Notwithstanding the foregoing, the Customer hereby expressly consents to Reify’s use of subcontractors in connection with the provision of the Services.

10.7. Survival.  Each of Sections 1.3, 1.4, 2.8, 3, 5, 6, 7.3, 8.4, 8.5, 8.6, 8.7, 9 and 10 of this Agreement shall survive any termination or expiration of this Agreement.

10.8. Choice of Law.  The parties hereto agree that this Agreement shall be governed by and construed in accordance with the laws of the State of New York and without regard to its conflict of laws principles.

10.9. Consent to Jurisdiction.  Each Party hereto hereby consents to the jurisdiction of any state or federal court located within New York, New York and irrevocably agrees that, all actions or proceedings arising out of or relating to this agreement or the transactions contemplated hereby shall be litigated exclusively in such courts.  Each Party hereto accepts for itself and in connection with its properties, generally and unconditionally, the jurisdiction of the aforesaid courts.  Each Party also waives any defense of forum non coveniens, and irrevocably agrees to be bound by any judgment rendered by any such court in connection with this Agreement.

10.10. Export Compliance.  The Customer specifically represents (i) that it is not located in any country or jurisdiction that is subject to U.S. economic sanctions, nor is it acting on behalf of the government of any such country and (ii) that it is not identified on the U.S. Department of the Treasury’s Office of Foreign Assets Control’s Specially Designated Nationals List, as amended from time to time, nor is it owned or controlled by any such entity.

10.11. Headings.  The headings of the sections of this Agreement are merely provided for convenience of reference and shall not be used in the interpretation of this Agreement.

10.12. Notices. Any notice or other communication required or permitted to be given shall be in writing addressed to the respective Party as set forth below (as such contact information may be updated from time to time in accordance with the provisions of this section) and may be personally served, sent by facsimile or sent by overnight courier and shall be deemed given:  (a) if delivered in person, when delivered; (b) if sent by facsimile, on the date of transmission; provided, that a hard copy of such notice is also sent by U.S. mail; or (c) if by overnight courier, on the first business day after delivery to the courier.

• If to Reify:

By email to:
legal review@onestudyteam.com

By mail to:
Reify Health Inc.
Attn: Legal Department33 Arch Street
17th Floor
Boston, MA 02110 USA

• If to the Customer: To the contact details listed in the relevant Ordering Document.

10.13. Severability.  The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect or impair the validity, legality or enforceability of the remainder of this Agreement, and to this end, the provisions of this Agreement are declared to be severable, unless the invalid provisions are of such essential importance to this Agreement that it is to be reasonably assumed that all of the Parties hereto would not have entered into this Agreement without the invalid provisions.

10.14. Scope of Agreement.  The Parties have attempted to limit the scope of the provisions of this Agreement to the extent necessary to assure each Party the benefit of the time and resources it has invested in its business.  The Parties recognize, however, that reasonable people may differ in making such determination.  Consequently, the Parties hereby agree that if the scope or duration of any section of this Agreement would, but for this provision, be deemed by a court of competent authority to be unreasonable or otherwise unenforceable, such court shall modify such covenants to the extent that such court determines to be necessary in order to grant enforcement thereof as so modified.

10.15. No Third Parties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give to any person or entity, other than the Parties to this Agreement, any rights or remedies under or by reason of this Agreement.

10.16. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute an original for all purposes, and all of which taken together shall constitute one and the same agreement.

10.17. Authority. Each of the undersigned represents that he/she has the authority to execute this Agreement on behalf of Reify and the Customer, including any and all of their parent entities, subsidiaries, affiliates, successors, and assigns that execute Ordering Documents under this Agreement, as relevant.

10.18. Language Translation of Agreement. For the Customer’s convenience only, Reify may provide the Customer with a non-English translation of the Agreement.  Any such non-English language version of the Agreement is for reference purposes.  The Customer acknowledges and agrees that the English language version of the Agreement shall, in all instances, govern and control the Parties’ relationship.