Terms and CONDITIONS

 TO AGREE TO OUR TERMS AND CONDITIONS PLEASE COMPLETE THE FORM AT  THE BOTTOM OF THE PAGE  Hudson Advisors LLC or Hudson Insights United States and its affiliates (“Hudson Insights”) offers a wide range of  proprietary data- and analytics-driven tools and solutions across functions and industries (each a  “Solution”), This Hudson Advisors  Solutions Agreement (the “agreement”) is an agreement between Hudson Advisors LLC and the legal entity (along  with such entity’s affiliates, the “Client”) that executes or accepts this agreement or, if applicable, that  executes the corresponding Proposal (as defined below) and governs the Client’s access to and use of  the Solutions, including Solutions provided in connection with consulting services that Hudson Advisors may  have provided in the past, may be providing currently, and may provide in the future to the Client (the  “Services”). With respect to either party, the term “affiliates” means any entities that directly or  indirectly control, are controlled by, or are under the same control as, such party or any other entities  affiliated with such party or entities.  1. COVERED SOLUTIONS. Subject to the conditions and limitations of this agreement and any  applicable Proposal, Hudson Advisors grants to Client a limited, revocable, non-exclusive, non transferable right and license to access and use each Solution identified in such Proposal for the  Client’s internal business purposes, including in connection with any related Services provided  by Hudson Advisors in connection with such Solution. The foregoing license shall apply for each  applicable Solution for the term set forth in the applicable Proposal or, if no such term is  provided, for the duration of Hudson Advisors provision of Services in connection with such  Solution; provided that such license may be immediately terminated and the Client’s use of  such Solution suspended in the event of the Client’s material breach of this agreement. The  scope of the Solutions and any related Services may be further described in Hudson Advisors proposals and confirming memoranda submitted to the Client or as otherwise agreed by the  parties, including one or more commercial agreements referencing the Solutions (each a  “Proposal”). The Services shall include the evaluation or discussion of potential services and  Hudson Advisors preparation of Proposals, and the parties may meet at mutually agreed times to  discuss the progress of the Services and to exchange feedback. In order to be able to provide  the Solutions and Services within the agreed timeframe and budget and to fulfill its  responsibilities on a timely basis, Hudson Advisors will rely on the Client’s timely cooperation,  including the Client making available relevant data, information and personnel, performing any  tasks or responsibilities assigned to the Client and notifying Hudson Advisors of any issues or concerns  the Client may have relating to the Services.  2. COMPENSATION. The Client shall compensate Hudson Advisors for its professional fees and expenses in connection with the Services, if any, as set forth in the applicable Proposal. The  Client agrees that it will not, without Hudson Advisors prior written permission, disclose the terms  of this agreement or any Proposal (including Hudson Advisors fees, expenses and other commercial  terms) to any third parties (including the Client’s external procurement and other service  providers). Hudson Advisors will invoice the Client for professional fees and expenses in connection  with the Services monthly or as otherwise set forth in the applicable Proposal. All invoices are  due and payable immediately on presentation. Should any invoice remain unpaid for more than  30 days after presentation, interest will accrue on the outstanding amount at the rate of 1% per  month, calculated from the 31st day after presentation until the date of payment.  3. CONFIDENTIALITY. Hudson Advisors will keep confidential any confidential information,  including any personal data (as defined below), furnished by the Client to Hudson Advisors in  connection with the Services (“Confidential Information”). Hudson Advisors will disclose  Confidential Information only to its employees, agents and contractors who have a need to  know and are bound to keep it confidential, will use Confidential Information only for purposes  of performing the Services, including preparing Proposals and evaluating potential Services,  providing and maintaining the Solutions, including evaluating and improving Solution usage,  performance and functionality and providing information to the Client regarding the same, or  as otherwise requested or authorized by the Client, and will protect Confidential Information in  accordance  with  the  Hudson  Advisors  Protection  Protocols.  Hudson Advisors maintains the right to suspend or change these protocols at any time without notice to current or former clients. Subject to its  confidentiality obligations, where the agreed upon Services include benchmarking services  Hudson Advisors may also incorporate Confidential Information into its benchmarking databases for  use in reporting on sanitized or aggregate trends and metrics without attribution to the Client.  To bring the best of Hudson Advisors resources to serve the Client, the Client agrees that  Hudson Advisors may transfer Confidential Information to geographies other than those in which it  was collected or received, including to Hudson Advisors affiliates and sub-processors that comprise  or support Hudson Advisors infrastructure and maintenance functions as set forth in the Protocols,  to facilitate any activities authorized by the Client, provided that at all times Confidential  Information will be treated as confidential and protected in accordance with the terms of this  agreement. Confidential Information shall not include information that is or becomes publicly  available, already known to Hudson Advisors, independently acquired or developed by Hudson Advisors or legally required to be disclosed. Hudson Advisors will reasonably cooperate with the Client, at its  expense, in responding to any legally required disclosure. In performing the Services,  Hudson Advisors will use and rely primarily on information available from public sources and the  Confidential Information, and the Client acknowledges that it is authorized to provide  Hudson Advisors with such Confidential Information for its use in connection with the agreed Services  and that Hudson Advisors will have no obligation to independently verify such information. At the  Client’s election and notification to Hudson Advisors, Hudson Advisors shall promptly return or destroy any  Confidential Information, including any personal data, in its possession or control when the  same is no longer necessary for the provision of the Services, provided that Hudson Advisors may  retain such Confidential Information only as required by applicable law, regulation or  documented professional archival policy or as otherwise authorized or instructed by the Client.  Any Confidential Information so retained shall at all times remain subject to the terms and  conditions of this agreement, including with respect to confidentiality, security and non disclosure.  4. DATA SECURITY. Without limiting the foregoing, if Hudson Advisors processes data as part of the  Services and on behalf of the Client which relates to an identified or identifiable person  (“personal data”), Hudson Advisors shall (i) only process such personal data, including with respect  to Hudson Advisors use of subcontractors or sub-processors, as set forth in this agreement and the  Protocols, as otherwise authorized in writing by the Client, or as required by applicable law,  (ii) implement appropriate technical and organizational measures to protect such personal data  as set forth in the Protocols, (iii) promptly notify the Client of any incident in which the  confidentiality, integrity or security of the personal data has been compromised, and (iv)  collaborate with the Client as required by applicable law or the Client’s request to document  the personal data, data subjects and processing activities related to the Services, including as  part of an applicable Proposal. In the event that the Client transfers personal data that is subject  to the General Data Protection Regulation (2016/679) to Hudson Advisors outside of the European  Economic Area, or where otherwise agreed by the parties or required by applicable law, the  parties agree that the standard contractual clauses for the transfer of personal data to processors  established in third countries under Directive 95/46/EC of the European Parliament and of the  Council (or any successor thereto), as applicable to Hudson Advisors Services shall be deemed automatically incorporated  into this agreement and binding upon the parties hereto, including their affiliates, unless an  alternate data transfer arrangement authorized by applicable law is agreed by the parties.  Hudson Advisors will comply with the Client’s reasonable requests to furnish information regarding  Hudson Advisors processing activities as is reasonably necessary to enable the Client to verify that  Hudson Advisors is complying with its obligations under this agreement, 5. INTELLECTUAL PROPERTY. Upon payment in full of Hudson Advisors fees, if any, the Client  will own all reports and other deliverables prepared for and furnished to the Client by Hudson Advisors  in connection with the Services, including any related Solution outputs (the “Deliverables”),  save that Hudson Advisors retains ownership of all concepts, know-how, tools, questionnaires and  assessments, modules, courses, frameworks, software, algorithms, databases, content, models,  and industry perspectives developed or enhanced outside of or in connection with the Services,  including the Solutions themselves (the “Hudson Advisors Tools”), it being understood that none of  the Hudson Advisors Tools will contain the Client’s Confidential Information. To the extent the  Deliverables include any embedded Hudson Advisors Tools, Hudson Advisors hereby grants the Client a  non-exclusive, non-transferable, non-sublicenseable, worldwide, royalty-free license to use and  copy the Hudson Advisors Tools solely as part of the Deliverables and subject to the limitations herein  on disclosure of Hudson Advisors materials and publicity. The Client agrees that, without Hudson Advisors  prior written permission, it will not, or permit any third party to (a) access, copy or reverse  engineer any Hudson Advisor Tool or Deliverable, or (b) remove or circumvent security or  technological safeguards, including notices, digital protection mechanisms, metadata,  watermarks, or disclaimers provided with any Hudson Advisor Tool or Deliverable.  6. DISCLOSURE OF Hudson Advisors MATERIALS; PUBLICITY. Hudson Advisors work for the  Client is confidential and for the Client’s internal use only. Hudson Advisors will not disclose the  Deliverables to any third parties without the Client’s prior written permission. Similarly, the  Client agrees that it will not disclose any materials or information that Hudson Advisors furnishes to  the Client, including the Deliverables, to any third parties without Hudson Advisors prior written  permission. Each party further agrees not to use the other party’s name or trademarks in any  communication with any third party without the other party’s prior written permission.  7. SERVING COMPETITORS. It is Hudson Advisors long-standing policy to serve competing  clients and clients with potentially conflicting interests as well as counter-parties in merger,  acquisition and alliance opportunities, and to do so without compromising Hudson Advisors professional responsibility to maintain the confidentiality of client information. Consistent with  such practice and Hudson Advisors confidentiality obligations to its other clients, Hudson Advisors is not  able to advise or consult with the Client about Hudson Advisors serving the Client’s competitors or  other parties. Nothing in this section shall operate to limit or reduce Hudson Advisors obligations  with respect to the Client’s Confidential Information, including the confidentiality and non disclosure obligations with respect thereto.  8. LIMITATION OF LIABILITY. The Services shall not be deemed investment, legal, tax,  accounting or other regulated advice. Hudson Advisors does not supplant the Client’s management or  other decision-making bodies and does not guarantee results. The Solutions and Deliverables  are provided AS IS and Hudson Advisors makes no representations or warranties as to the accuracy or  effectiveness of any Solution or Deliverable and has no obligation to maintain, update or correct  any Solution or Deliverable except as otherwise expressly agreed in an applicable Proposal.  The Client remains solely responsible for its decisions, actions, use of the Deliverables,  including its use of Solutions and Solution outputs, and compliance with applicable laws, rules  and regulations. The Client agrees to pay for any costs, including attorney fees, Hudson Advisors  incurs as a result of its participation as a non-party in any legal, regulatory, administrative or  other proceeding relating to the Services. In no event shall Hudson Advisors liability to the Client in  connection with a Solution or related Services exceed the fees received by Hudson Advisors from the  Client in connection with the engagement pursuant to which such Solution and/or Services are  provided. Neither party will be liable for any lost profits or other indirect, consequential,  incidental, punitive or special damages.  9. TERM AND TERMINATION. This agreement takes effect on the date the Services  commenced and shall continue until terminated in accordance with its terms. Except as  otherwise provided in the applicable Proposal, either party may terminate the Services at any  time effective upon written notice to the other and, in the event of such termination, the Client  will pay Hudson Advisors fees and expenses up to the effective date of termination.  10. MISCELLANEOUS. This agreement and the Proposals constitute the entire agreement  between the parties, and there are no prior or contemporaneous oral or written representations,  understandings or agreements relating to this subject matter that are not fully expressed herein  or therein. In the event of any conflict between this agreement and any Proposal, the Proposal  will govern. This agreement and the Proposals shall be governed by and construed in  accordance with the laws of the State of New York without regard to conflicts of law principles  and shall inure to the benefit of and be binding on the successors and assigns of the Client and  Hudson Advisors. The following Sections shall survive the completion or any termination of the  Services: 3 (Confidentiality), 4 (Data Security), 5 (Intellectual Property), 6 (Disclosure of  Hudson Advisors  Materials; Publicity), 7 (Serving Competitors), 8 (Limitation of Liability), 9 (Term  and Termination) and 10 (Miscellaneous) and any other provision which by law or by its nature  should survive. Neither party may assign its rights or obligations under this agreement to any  person or entity without the written consent of the other party, not to be unreasonably withheld,  provided, however, that either party may assign its rights and obligations under this agreement  to its affiliates upon reasonable written notice to the other party but without the written consent  of the other party. Assignment shall not relieve either party of its obligations hereunder.  Hudson Advisors is an independent contractor and not the Client’s agent or fiduciary. Notwithstanding  any course of dealings of the parties at any time or any statement to the contrary contained  therein, no purchase order, invoice or other similar document issued by a party shall be  construed to modify the terms of this agreement. Rights and remedies provided in this  agreement are cumulative and not exclusive of any right or remedy provided at law or in equity.  This agreement is strictly a commercial contract and may not be used for purposes of providing  services to government or public sector entities without the express prior agreement of the  parties