TDG Health’s compliance framework is an active operational system embedded in every engagement.
This section is the single, authoritative reference for all compliance standards governing the TDG Health network.

These standards are embedded operationally into every engagement to protect your professional
independence and meet institutional due diligence requirements.

How Our Compliance Framework Operates

Four integrated operational pillars work together to protect every TDG Health engagement:

Pillar 1 — Pre-Engagement Controls

Every expert is verified for identity, credentials, and compliance status during onboarding, and
re-screened before each engagement. Experts must confirm — before any engagement begins — that no
MNPI exposure exists relevant to the topic, no undisclosed conflict of interest applies, employer
authorization is in place, and no active sanctions, exclusions, or IPO/tender offer restrictions apply.
These attestations are documented and archived.

Pillar 2 — Real-Time Engagement Monitoring

Trained TDG Health research managers are present for all telephone and video interview engagements.
Research managers are trained to identify questions that appear to solicit non-public information,
compliance-sensitive disclosures, or content outside the approved scope. If a compliance concern arises
during an engagement, the research manager intervenes immediately and can terminate the session.
Experts who stop an engagement for compliance reasons are compensated for all time contributed before
the concern arose.

Pillar 3 — Documentation & Audit Trail

Pre-engagement attestations are documented and retained for a minimum of five years. Engagement
records are maintained to support internal compliance audits, institutional client due diligence reviews,
and any regulatory inquiry. TDG Health’s compliance documentation is available to institutional clients
conducting expert network compliance due diligence.

Pillar 4 — Continuous Program Maintenance

All TDG Health research managers complete annual compliance training covering MNPI and securities
law, anti-bribery obligations, conflict of interest management, adverse event identification, recording
consent requirements, and data privacy. Expert participants receive compliance orientation at onboarding
and a compliance reminder and attestation before each engagement. The compliance framework is
reviewed annually.

Non-Public Information (MNPI)

Non-public information is information about a company or security that has not been made publicly
available and that could influence investment decisions. In healthcare and life sciences, this commonly
includes: clinical trial results not yet publicly disclosed; pending regulatory decisions; non-public
formulary or reimbursement decisions; undisclosed M&A transactions; non-public financial performance
or earnings guidance; and unreleased commercial, pricing, or market access decisions.

Your Obligation

Before accepting any invitation, you must confirm that your participation will not involve sharing
non-public information. If at any time during an engagement a question would require disclosure of MNPI,
stop immediately and notify your research manager. You will be fully compensated for the time you
participated.

Specific Restrictions

• Do not discuss the unreleased strategies, financial performance, pipeline decisions, or M&A activity of your current or former employer
• Do not discuss non-public formulary decisions, reimbursement changes, or contracting terms if you are a payer executive
• Do not discuss unreleased regulatory decisions or pending government actions if you have access to this information in your professional role
• Do not discuss clinical trial results that have not yet been made public

Confidentiality

Experts must maintain confidentiality regarding: the identity of commissioning clients (unless disclosed
by TDG Health for conflict-of-interest or compliance purposes); the specific topics, questions, and subject
matter of engagements; the structure and content of surveys and discussion guides; and the fact of
participation in specific engagements.

Do not share study links, describe specific engagement topics to colleagues, or reference specific
client-commissioned projects in any public or professional forum. Confidentiality obligations survive
termination of your network membership.

Conflict of Interest

TDG Health is committed to ensuring that experts are appropriately positioned to participate in each
engagement. Before accepting any invitation, you must evaluate whether a conflict of interest exists.
Potential conflicts include:

• A significant direct financial interest in the commissioning organization or its competitors
• An active direct consulting or advisory relationship with the commissioning organization or a direct competitor
• Serving as an active investigator or site coordinator in a clinical trial sponsored by the commissioning organization
• A personal or professional relationship with key individuals at the commissioning organization that could compromise the objectivity of your responses

When in doubt, disclose the potential conflict to
compliance@tdghealth.com
before accepting the invitation. TDG Health will advise on whether participation is appropriate.

Employer Authorization

Many healthcare executives and professionals operate under employment agreements, codes of conduct,
or outside activity policies that require approval for external consulting and advisory engagements.
Before joining TDG Health and before accepting specific invitations, please review any such obligations
with your employer.

What to Review

• Your employment agreement, particularly any outside consulting or prior approval clauses
• Your employer’s Code of Business Conduct or Ethics Policy
• Any non-disclosure agreement that might apply to the engagement subject matter
• If you are employed by a publicly traded company, your company’s insider trading policy and any active trading blackout calendar

Company Information

Experts must not participate in engagements designed to discuss or evaluate confidential information
about their current employer — including its performance, strategy, financial condition, or operations —
without that employer’s express authorization.

TDG Health is not in a position to assess your employer’s specific requirements. If you are uncertain
whether a particular engagement is appropriate, err on the side of caution and contact
compliance@tdghealth.com for guidance.

A Protected Health Information

Experts must not disclose Protected Health Information (“PHI”), patient-identifiable information, or any
information protected under the Health Insurance Portability and Accountability Act (HIPAA) or other
applicable healthcare privacy laws during any TDG Health engagement. PHI includes individually
identifiable health information in any form or medium.

Any engagement question that would require disclosure of PHI must be declined immediately. Notify your
research manager that a PHI concern has arisen. PHI compliance concerns should be reported to
compliance@tdghealth.com.

Participation Standards

TDG Health’s participation standards apply to all experts across all engagements.

Professional Independence

• Provide honest, independent, and genuinely held professional opinions at all times
• Base responses on your own professional knowledge and experience — not on information you are restricted from sharing
• Do not misrepresent your professional background, credentials, or current role

Authentic Participation

Responses must reflect your own genuine professional knowledge. The use of AI tools, automated
assistants, or third-party resources to generate or draft your responses is strictly prohibited and
constitutes grounds for immediate removal from the network.

Specific Restrictions

• Public company employees may not discuss their employer’s non-public strategies, financial performance, or pipeline decisions
• Experts must decline related studies if their organization is in an active IPO or tender offer process
• Experts who are the auditors of, attorneys for, or investment advisors to a company discussed in an engagement must disclose that relationship

Healthcare Professional Requirements

Healthcare professionals participating in TDG Health engagements in a clinical capacity are subject to
the following additional standards. Executives and business leaders who hold clinical credentials but are
participating in an executive or administrative capacity are generally not subject to these requirements.

Sunshine Act & Open Payments

The Physician Payments Sunshine Act requires pharmaceutical and medical device manufacturers to
publicly report certain payments to licensed clinical prescribers. For blinded research studies where
participant identities are not known to the commissioning manufacturer, reporting may not be required.
TDG Health will notify you in advance of any engagement where Sunshine Act reporting applies.

Adverse Event Reporting

If, during a TDG Health engagement, you describe a side effect, unexpected drug reaction, device
malfunction, or unintended treatment outcome, TDG Health may be required by FDA pharmacovigilance
regulations to report that information to the study sponsor. A TDG Health team member may contact you
for limited follow-up. Your participation in any engagement constitutes acknowledgment of this reporting
standard.

Clinical Trial Participation

If you are currently serving as an investigator or site coordinator in a clinical trial sponsored by the
commissioning company, please disclose this before accepting a related engagement invitation.
Non-public trial data, interim results, and safety observations should not be discussed until that
information has been made public.

Patient Information

TDG Health engagements are market research activities, not clinical consultations. Do not share
information that could identify a specific patient during any engagement. If you believe a client is
seeking to influence your clinical practice or patient care decisions rather than conducting research,
stop the engagement and contact
compliance@tdghealth.com immediately.

Compliance Support & Reporting

TDG Health’s compliance team is available to advise on any participation question before, during, or after an engagement.

International Sanctions & Restricted Parties

TDG Health is committed to full compliance with all applicable US sanctions laws, export controls, and
restricted-party regulations. As a condition of network membership, you represent and warrant that you
are not designated as a Specially Designated National (SDN) or Blocked Person by OFAC, not listed on
the GSA System for Award Management (SAM) Exclusions, and not otherwise prohibited from engaging
in commercial consulting activities under applicable US law.

You agree to notify TDG Health immediately at
compliance@tdghealth.com
if your sanctions or restricted-party status changes at any time during your membership.

Network Admission and Membership

TDG Health reserves the right to approve, reject, suspend, or remove any network applicant or member
at any time, in its sole discretion, for reasons including compliance concerns, verification failures,
platform integrity issues, professional conduct violations, or sanctions list matches. Network membership
is a privilege and does not create any employment, agency, or long-term contractual relationship.

Professional Conduct Standards

All network participants must engage professionally and respectfully in all interactions with TDG Health
staff, clients, research managers, and other participants. Participants who engage in harassing,
threatening, discriminatory, or otherwise inappropriate conduct are subject to immediate suspension or
permanent removal, forfeiture of any outstanding honoraria, and referral to appropriate authorities where
warranted.

Expert Screening & Verification

TDG Health screens all network applicants during onboarding and re-verifies expert status before each
engagement. The screening process includes identity verification procedures reasonably designed to
verify participant identity; professional credential verification through publicly available licensing
databases, SEC EDGAR, and professional registries; and exclusion screening against the OIG List of
Excluded Individuals and Entities (LEIE), GSA System for Award Management (SAM), and OFAC
Specially Designated Nationals (SDN) list.

Before every engagement, every expert confirms:

• No MNPI exposure relevant to the specific study topic
• No undisclosed conflict of interest
• Employer authorization permits participation
• No active IPO, tender offer, or trading blackout restriction
• Not currently excluded, debarred, or sanctioned from any federal or state program

Expert credentials and compliance status are subject to periodic re-verification. Experts are required
to notify TDG Health immediately of any change in employment, professional role, or compliance status.

Compliance Escalation & Incident Management

TDG Health maintains a structured process for identifying, investigating, and resolving compliance concerns.

Identification

Potential compliance concerns may be identified through expert self-disclosure, client report, internal
engagement monitoring, or external regulatory inquiry.

Immediate Response

Upon identification, TDG Health will pause the relevant engagement, preserve relevant records, and
initiate a compliance review.

Investigation

TDG Health’s compliance review may include interviewing relevant participants, reviewing engagement
records and communications, obtaining supporting documentation, and consulting external legal counsel
where appropriate.

Resolution

Compliance investigations may result in: a determination that no violation occurred; remediation
measures; expert suspension or removal; client notification; or referral to applicable regulatory
authorities where required by law.

Documentation

All compliance investigations are documented and retained for a minimum of five (5) years.

1. Independent Contractor Status

You participate as an independent contractor in your individual professional capacity — not as an
employee or agent of TDG Health or any client. You maintain complete control over your schedule,
provide your own equipment, and are free to engage with other research platforms or advisory
organizations.

2. Eligibility

You must be at least 18 years of age. You represent that you possess the professional credentials and
experience described in your profile and that you are not currently debarred, suspended, or excluded
from any federal or state program (OIG LEIE, SAM, FDA). You agree to notify TDG Health immediately
if your eligibility status changes.

3. Research Participation Standards

You agree to provide authentic responses based on your personal professional knowledge and
experience. The use of AI text generators, automated assistants, or third-party drafting tools to
complete surveys or generate responses is prohibited and constitutes grounds for immediate removal
from the network and forfeiture of any outstanding honoraria.

4. Cancellation Policy

• Cancellation by TDG Health or client more than 12 hours before scheduled start: no honorarium
• Cancellation by TDG Health or client within 12 hours of scheduled start: 50% honorarium
• Cancellation by TDG Health or client after the scheduled start time: 100% honorarium
• Expert withdrawal due to a confirmed compliance concern during an engagement: 100% honorarium for time participated

5. Compensation & Taxes

Honoraria are paid at Fair Market Value following verified engagement completion. Honoraria are
automatically processed within 15–30 business days — no separate payment request is required.
Experts are solely responsible for applicable taxes. A W-9 is required from US-based experts before
first payment. Compensation older than 12 months from the engagement date is forfeited. Paper
checks must be cashed within 90 days of issue.

6. Compensation Review

TDG Health periodically reviews honorarium rates based on market conditions, professional expertise,
engagement demand, and network participation.

7. Confidentiality

You agree to maintain confidentiality of: all client identities disclosed to you for compliance purposes;
all engagement topics, discussion guides, and survey contents; and all research findings, responses,
and insights generated through participation. Confidentiality obligations survive termination of your
network membership indefinitely.

8. Intellectual Property

All research output generated through your participation — including responses, transcripts,
recordings, and derived insights — is owned by TDG Health. TDG Health may license, assign,
transfer, or provide such output to its clients in connection with commissioned engagements. You
grant TDG Health a perpetual, worldwide, royalty-free license to use, reproduce, modify, and create
derivative works from your research output for the purposes described in these Terms. These
provisions do not affect ownership of your underlying professional knowledge, expertise, or
pre-existing intellectual property.

9. Specific Restrictions

• Public company employees may not disclose their employer’s non-public strategies, financial performance, pipeline decisions, or M&A activity
• Experts must decline related studies if their organization is in an active IPO or tender offer process
• Experts serving as auditors, attorneys, or investment advisors to a company discussed in an engagement must disclose that relationship
• Experts must not solicit, provide, or facilitate the exchange of regulated legal, medical, or investment advice during any engagement
• Experts associated with pharma or device companies must not participate in engagements where client identity would create an actual or potential conflict of interest

10. Non-Solicitation & Non-Circumvention

For one (1) year following an introduction via TDG Health, you agree not to directly solicit,
circumvent, or enter into independent consulting or employment relationships with that specific client
for substantially similar services outside the TDG Health platform without prior written consent from
TDG Health.

11. Investigation Cooperation

You agree to cooperate fully with any TDG Health compliance review, investigation, or inquiry. Failure
to cooperate constitutes grounds for immediate suspension or removal from the network.

12. Representations & Warranties

You represent and warrant that:

• (a) you have the authority to enter into these Terms
• (b) your participation does not violate any employment agreement, non-disclosure agreement, or other contractual obligation
• (c) your credentials and professional background are accurately represented in your profile
• (d) you are not subject to any sanction, exclusion, or prohibition that would prevent your participation

13. Limitation of Liability

TDG Health’s aggregate liability to any expert arising out of or relating to these Terms or any
engagement shall not exceed the total honoraria paid to that expert in the twelve (12) months
preceding the claim. In no event shall TDG Health be liable for indirect, incidental, special,
consequential, or punitive damages.

14. Indemnification

You agree to indemnify and hold harmless TDG Health, its officers, directors, employees, agents, and
clients from any claims, losses, liabilities, damages, costs, or expenses (including attorneys’ fees)
arising from:

• (a) your breach of these Terms
• (b) misrepresentation of credentials
• (c) your violation of any applicable law or third-party right

15. Anti-Bribery & Anti-Corruption

TDG Health maintains zero tolerance on bribery and corruption. Applicable law includes the Foreign
Corrupt Practices Act (FCPA), 18 U.S.C. § 201 (domestic bribery), and 42 U.S.C. § 1320a-7b (the
federal healthcare anti-kickback statute applicable to engagements involving healthcare professionals
in clinical or prescribing roles). You agree not to offer, accept, or facilitate any bribe or improper
payment in connection with any TDG Health engagement, and not to accept gifts or benefits from any
TDG Health client beyond your disclosed honorarium.

16. Third-Party Beneficiaries

These Terms are intended to benefit TDG Health clients. Clients may from time to time request your
confirmation of any part of these Terms or require additional compliance conditions for specific
engagements. Clients have the right to enforce these Terms as third-party beneficiaries to the extent
of their legitimate interests under applicable law.

17. Termination

You may withdraw at any time by written notice to
info@tdghealth.com.
TDG Health may terminate membership with or without cause, with email notice; immediate
termination applies where material breach or risk of harm to TDG Health or any client exists.
Confidentiality, intellectual property, non-solicitation, and indemnification obligations survive
termination.

18. Survival

The following provisions survive termination:

• Non-Solicitation & Non-Circumvention (§10)
• Intellectual Property (§8)
• Confidentiality (§7)
• Representations (§12)
• Indemnification (§14)
• Governing Law (§19)

19. Governing Law & Arbitration

These Terms are governed by the laws of the State of New York. Disputes shall be resolved by
binding arbitration before a single arbitrator under AAA Commercial Arbitration Rules, New York City.
The US Federal Arbitration Act governs enforceability. Each party bears its own legal fees. TDG Health
may seek injunctive relief in any court without waiving the right to arbitrate.

20. Class Action Waiver

To the fullest extent permitted by applicable law, all claims must be brought in your individual
capacity and not as a plaintiff or class member in any purported class action, collective proceeding,
representative action, or private attorney general action.

If a court determines that this waiver is unenforceable as to a particular claim, that claim shall be
severed from arbitration and resolved in a New York court, while remaining claims proceed in
individual arbitration.

21. Electronic Communications and Electronic Signatures

Pursuant to the E-SIGN Act (15 U.S.C. § 7001 et seq.):

• (a) these Terms may be accepted electronically
• (b) your electronic acceptance constitutes a legally binding signature
• (c) notices may be delivered electronically to your registered email address and are deemed effective when sent
• (d) email communications to TDG Health’s designated addresses constitute valid written notice

You may request paper copies by contacting
info@tdghealth.com.

22. No Fiduciary or Employment Relationship

Nothing in these Terms creates any employment, agency, joint venture, partnership, fiduciary, or
representative relationship between TDG Health and any expert. TDG Health is not your employer.
Experts participate as independent professionals and may not represent to any third party that they
have authority to act on behalf of TDG Health.

23. Severability & Amendments

If any provision is found invalid or unenforceable, that provision shall be deemed deleted and the
remainder continues in full force. TDG Health may amend these Terms with email notice; continued
participation constitutes acceptance. Current Terms available at
www.tdghealth.com/expert-terms.

1. Network Access

TDG Health has developed and maintains an expert network of executive and professional participants
available for research engagements. All connections between Clients and Experts must be arranged
through TDG Health. Client acknowledges TDG Health has invested considerable resources in building
this network. Client receives no rights to TDG Health’s proprietary network assets, methodologies,
or data beyond the specific research output delivered pursuant to a commissioned engagement.

2. Engagement Types

TDG Health provides access to one-on-one telephone interviews, video consultations, online surveys,
advisory board discussions, written assessments, and data review engagements. Engagement formats,
duration, and scope are agreed in advance. TDG Health does not guarantee the availability of any
specific expert, category of expert, or engagement volume.

3. Client Compliance Obligations

Client agrees not to:

• Solicit the disclosure of material non-public information about any public company
• Solicit information an Expert is prohibited from sharing
• Participate in engagements requiring an Expert to violate applicable law or any employer obligation
• Solicit trade secrets or proprietary information
• Solicit Protected Health Information (PHI), patient-identifiable information, or information protected under HIPAA or other applicable healthcare privacy laws
• Discuss unreleased clinical trial data or patient-identifiable information with any Expert
• Attempt to influence any Expert’s operational, purchasing, reimbursement, strategic, or healthcare management decisions
• Seek legal advice from or establish an attorney-client relationship with any attorney Expert
• Arrange direct follow-up consultations with any Expert outside the TDG Health platform without prior written consent
• Disclose Expert identities to third parties without prior written consent

3A. Permitted Use of Research and Expert Information

Client’s right to use research findings, expert insights, and engagement materials is limited to the
specific business intelligence and research purposes for which they were commissioned. Without
TDG Health’s prior written consent, Client may not:

• Build, maintain, or share databases of TDG Health network experts
• Recruit or solicit any TDG Health expert outside the platform
• Market or advertise using any expert’s participation, name, or identity
• Publish or disclose expert identities to any third party
• Resell, sublicense, or redistribute research output
• Attempt to reverse engineer, re-identify, or de-anonymize participants in blinded studies
• Use expert insights for investment advice or securities recommendations without appropriate compliance safeguards

These restrictions survive termination of any Client agreement with TDG Health.

4. MNPI Obligations

Client must maintain rigorous internal securities compliance controls. If an expert inadvertently
discloses non-public corporate information, Client agrees to immediately stop the session, report
the incident to
compliance@tdghealth.com,
and ensure no trading action is taken based on the disclosure.

5. Non-Circumvention

Client covenants not to directly hire, engage, or contract independently with any expert introduced
via TDG Health for a period of one (1) year following the most recent introduction or engagement,
for substantially similar services, without prior written consent from TDG Health.

6. Fees and Payment

Client agrees to pay TDG Health’s fees as agreed for each commissioned engagement. Invoices are
due within thirty (30) days of receipt unless otherwise agreed in writing. Disputed invoices must be
raised in writing within fifteen (15) days of receipt; undisputed portions remain payable.

7. Limitation of Liability

TDG Health does not guarantee the accuracy of independent expert opinions or the suitability of any
expert for a particular research purpose. TDG Health’s total cumulative liability for any claim arising
out of a commissioned study shall not exceed the total fees paid by Client for that specific
engagement. In no event shall TDG Health be liable for indirect, incidental, special, consequential,
or punitive damages.

8. Confidentiality

TDG Health will not use Client’s confidential project information for any purpose other than fulfilling
the requested engagement. All engagements are confidential and will not be disclosed to third parties
except as required by law.

8A. Data Ownership

Research output, aggregate findings, and engagement deliverables produced by TDG Health for
Client are provided for Client’s internal business intelligence and research purposes. TDG Health
retains ownership of all underlying methodologies, engagement frameworks, and network data.
Client may not resell, redistribute, or sublicense any research output without TDG Health’s prior
written consent.

8B. Client Representations & Warranties

By accessing the TDG Health Expert Network and commissioning any engagement, Client represents
and warrants that:

• (a) Client has the authority to enter into this Agreement
• (b) Client’s use of TDG Health research and expert insights will comply with all applicable laws and regulations, including applicable securities laws
• (c) Client will not use TDG Health engagements to solicit material non-public information, and Client maintains its own internal compliance policies governing the use of expert network research
• (d) Client is not subject to any sanction, debarment, or restriction that would prohibit engagement with TDG Health or any expert in the network

8C. Client Indemnification

Client agrees to indemnify and hold harmless TDG Health, its officers, directors, employees, agents,
and experts from any claims, losses, liabilities, damages, costs, or expenses (including attorneys’
fees) arising from:

• (a) Client’s breach of this Agreement or applicable law
• (b) Client’s misuse of research output or expert insights
• (c) Client’s violation of any applicable securities law in connection with research obtained through TDG Health
• (d) Client’s breach of confidentiality obligations with respect to expert identities or engagement information

8D. Compliance Cooperation & Audit Rights

Client agrees to cooperate with TDG Health in any compliance review, investigation, or inquiry
relating to engagements commissioned by Client. TDG Health reserves the right to review Client’s
use of research output and expert information where TDG Health has a reasonable basis to believe
a compliance violation has occurred. Client will notify TDG Health promptly of any government
investigation involving a TDG Health engagement and cooperate in good faith.

8E. TDG Health Proprietary Rights

TDG Health retains all rights, title, and interest in and to:

• (a) The TDG Health Expert Network, including its expert database, recruitment methodologies, screening frameworks, compliance infrastructure, and engagement protocols
• (b) Research methodologies, engagement formats, and analytical frameworks developed by TDG Health
• (c) Aggregated, anonymized, or derived data generated through TDG Health’s operations
• (d) TDG Health’s technology platforms, software, and infrastructure

8F. TDG Health Reserved Rights

TDG Health reserves the right to:

• (a) Modify, update, or discontinue any aspect of the TDG Health platform, network, or services
• (b) Introduce new products, services, research methodologies, analytics capabilities, or technology platforms
• (c) Update these Terms and Conditions
• (d) Accept, reject, suspend, or terminate any expert’s network membership
• (e) Decline any research engagement that TDG Health determines raises compliance, legal, or operational concerns

Nothing in these Terms restricts TDG Health’s right to develop, commercialize, or offer new products
and services, including analytics products, benchmarking products, software products,
machine-learning tools, artificial intelligence systems, research platforms, data services, and other
technology-enabled offerings.

8G. No Guarantee of Expert Availability

TDG Health does not guarantee the availability of any specific expert, category of expert, or
engagement volume. Expert participation is voluntary and subject to expert availability, eligibility,
compliance requirements, and scheduling at the time of each engagement.

8H. No Advisory or Fiduciary Relationship

Nothing in these Terms creates any advisory, fiduciary, investment, legal, or representative
relationship between TDG Health and Client. TDG Health is not Client’s financial advisor, legal
counsel, compliance advisor, or agent. Research output is provided for Client’s internal business
intelligence purposes only and does not constitute investment, legal, medical, regulatory, or
compliance advice. Clients are solely responsible for the decisions they make based on research
obtained through TDG Health.

8I. Force Majeure

TDG Health shall not be liable for delays, failures, or non-performance caused by events beyond its
reasonable control, including acts of God, war, terrorism, government action, pandemic, cyberattack,
telecommunications failure, or natural disaster.

8J. Assignment

Neither party may assign these Terms or any rights hereunder without the prior written consent of
the other party, except in connection with a merger, acquisition, corporate reorganization, or sale of
substantially all of the assigning party’s assets, in which case written notice shall be provided to the
other party promptly following such event.

8K. Export Controls and Sanctions

Client represents and warrants that it is not subject to economic sanctions, export control
restrictions, or other governmental prohibitions that would prevent Client’s participation in TDG
Health engagements or the receipt of research services from TDG Health.

8L. Electronic Communications

Pursuant to the E-SIGN Act (15 U.S.C. § 7001 et seq.) and applicable state electronic transaction
laws:

• (a) These Terms may be accepted, executed, and delivered electronically
• (b) Client’s electronic acceptance constitutes a legally binding electronic signature
• (c) Notices and communications from TDG Health may be delivered electronically and are deemed effective when sent
• (d) Client is responsible for maintaining valid contact information

8M. Aggregated and Derived Data

TDG Health may create, use, and commercialize aggregated, anonymized, statistical, or derived
information that does not identify any expert, client, or confidential project. Such aggregated data
is owned by TDG Health and may be used for benchmarking, analytics, research, product
development, and any other commercial or operational purpose, without restriction.

8N. Survival

The following provisions survive termination or expiration of this Agreement:

• Confidentiality (§8)
• Data Ownership (§8A)
• Permitted Use (§3A)
• Non-Circumvention (§5)
• Indemnification (§8C)
• Proprietary Rights (§8E)
• Aggregated Data (§8M)
• Governing Law & Arbitration (§9)

9. Governing Law & Arbitration

This Agreement is governed by the laws of the State of New York. Disputes shall be resolved by
binding arbitration under AAA Commercial Arbitration Rules, New York City. Each party bears its
own legal fees. TDG Health reserves the right to seek injunctive relief without waiving the right to
arbitrate.

10. Severability

If any provision is found invalid or unenforceable, that provision shall be deemed deleted and the
remainder continues in full force and effect.