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These terms and conditions (“Terms”) shall apply to the services and deliverables set forth in the foregoing proposal (“Proposal”) between PharmaForce International Inc., ("PharmaForce") and the Client ("Client"), and shall be effective as of the date last set forth in the Proposal (“Effective Date”). PharmaForce and Client may be referred to as the "Parties" or as a "Party."

PharmaForce has developed and owns the proprietary online application entitled the “Global Deployment Analyzer” described in the Proposal which analyzes and delivers certain data and other information associated with pharmaceutical sales representatives (hereinafter the “System”), and which delivers to users of the System certain proprietary data, data compilations (the “Data”), and reports (the "Reports") owned by PharmaForce.

Client desires to access and use the System, Data and Reports, subject to the Proposal and these Terms.

In consideration of the Terms set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be bound hereby, the Parties agree as follows:

1. License. (a) PharmaForce hereby grants to Client, and Client’s employees, a non-exclusive, non-sublicensable, and non-transferable license to use the System solely for Client’s internal business purposes, or other use expressly described in the Proposal ("Permitted Use"). (b) Client: (i) shall only use the System, Reports and Data for the Permitted Use; (ii) shall allow only employees of Client to access and use the System, Reports and Data for Permitted Uses; (iii) shall not allow access to or use of the System, Reports and Data by any third party without PharmaForce’s prior written consent; (iv) shall not copy, modify, distribute, transfer, reverse-engineer, disassemble, decompile, decode, adapt or create derivative works of the System, Reports and Data, in whole or in part; (v) shall not rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Reports and/or Data; (vi) shall not publish, perform, or display any compilation or directory based upon information derived from the Report and/or Data; (vii) shall not remove any proprietary notices included within the System, Reports and Data; (viii) shall not use the System, Reports and Data in any manner that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law. Any purpose or use not specifically authorized by these Terms or in the Proposal is prohibited unless otherwise agreed to in writing by PharmaForce. Where there is a conflict in a Permitted Use between these Terms and the Proposal, the terms of the Proposal shall prevail. (c) PharmaForce reserves all rights not expressly granted to Client by these Terms or the Proposal.
2. Fees and Payment. Client shall pay PharmaForce the fees and charges ("Fees") in accordance with the terms and conditions set forth in the Proposal.
3. Confidential Information. (a) Either Party may disclose or make available to the other Party certain proprietary information about its business affairs, products, intellectual property, trade secrets, third-party confidential information, and other proprietary information, whether orally or in written, electronic, or other form (collectively, "Confidential Information"). Without limiting the foregoing, the System, Reports and all Data, whether contained in a Report or otherwise, are and shall remain the Confidential Information of PharmaForce. Confidential Information shall not include information that, at the time of disclosure is: (i) in the public domain; (ii) known to the receiving Party at the time of disclosure; (iii)rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (iv) independently developed by the receiving Party. (b) The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know and use the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Upon the request of the disclosing Party, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic or other form or media, of the disclosing Party's Confidential Information. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the date of actual disclosure and shall survive the termination or expiration of these Terms.
4. Data Security. Client shall use all reasonable measures and security procedures to safeguard and ensure the security of the System, Reports and Data, and to protect the System, Reports and Data from unauthorized access, disclosure, duplication, use, modification or loss. Client shall further assure that only authorized employees are permitted to access the System, Reports, Data and other PharmaForce Confidential Information, and that immediately upon such employee’s departure from Client’s employ, such employee no longer has access to the System, Reports and Data, and returns to Client all materials related to the System, Reports, Data, and other PharmaForce Confidential Information.
5. Intellectual Property Ownership. Client acknowledges that PharmaForce owns all right, title and interest, including all intellectual property rights, in and to the System, Reports and Data. Client further acknowledges that: (a) the System and its operations, including all documentation related thereto, are PharmaForce’s confidential and proprietary information; (b) the Reports and Data are original compilations protected by United States copyright laws; (c) PharmaForce has dedicated substantial resources to collect, manage and compile the Data; and (c) the System, Reports and Data constitute the Confidential Information and trade secrets of PharmaForce. PharmaForce represents and warrants that PharmaForce owns all right, title and interest, including all intellectual property rights, in and to the Report and Data.
6. Disclaimer of Warranties. The system, reports and all data contained therein are provided "as is" and PharmaForce hereby disclaims all warranties, whether express, implied, statutory or otherwise. PharmaForce specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and all warranties arising from course of dealing, usage or trade practice. PharmaForce makes no warranty of any kind that the system, reports, data, or any products or results of their use, will meet client's or any other person's requirements other than those set forth in the proposal, achieve any intended result, be compatible or work with any software, system or other services, or be secure, accurate, complete, or error free. the system may contain and the PharmaForce may activate and use, without any resulting obligation or liability to client or any third party, a disabling device or encoded commands that will prevent the system from being used by unauthorized users, for unauthorized purposes or after the term of this agreement. Client shall not tamper, nor allow, assist or permit any other person to tamper with any such disabling device or code.
7. Indemnification. Client shall indemnify, hold harmless, and, at PharmaForce's option, defend PharmaForce from and against any losses, damages, liabilities, or costs (including reasonable attorneys' fees) ("Losses") resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") based on Client's: (i) negligence or willful misconduct; or (ii) use of the System, Reports or Data. Client may not settle any Third-Party Claim against PharmaForce unless PharmaForce consents in writing to such settlement, provided that PharmaForce shall have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
8. Limitations of Liability. In no event will PharmaForce be liable under or in connection with these terms under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise, for any: (a) consequential, incidental, indirect, exemplary, special, enhanced or punitive damages, (b) increased costs, diminution in value or lost business, production, revenues, or profits; (c) loss of goodwill or reputation; (d) use, inability to use, loss, interruption, delay or recovery of any data or breach of data or system security; or (e) cost of replacement goods or services, in each case regardless of whether client was advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable. In no event will PharmaForce's aggregate liability arising out of or related to these terms, under any legal or equitable theory exceed the total amount paid to PharmaForce under these terms.
9. Termination. (a) PharmaForce may terminate these Terms immediately and without notice to Client if Client violates any provision of Sections 1, 2, 3 or 4 herein. (b) Without limiting Section 9(a), either Party may terminate these Terms, effective upon written notice to the other Party, if the other Party materially breaches these Terms, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured for thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach. (c) Either Party may terminate these Terms, effective immediately upon written notice to the other Party, if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
10. Effect of Expiration or Termination. Immediately upon the expiration or termination of these Terms: (i) the license granted under Section 1 hereunder shall terminate; (ii) Client shall cease using the System and return all copies of Data and other Confidential Information of PharmaForce, and certify in writing to the PharmaForce that Client has ceased using the System and that all copies of Data, and other Confidential Information of PharmaForce have been returned to PharmaForce. No expiration or termination will affect Client's obligation to pay all Fees that may have become due before such expiration or termination, or entitle Client to any refund.
11. Governing Law and Jurisdiction. These Terms are governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. Any legal suit, action, or proceeding arising out of or related to these Terms shall be instituted exclusively in the federal or state courts of the Commonwealth of Pennsylvania, County of Berks, and each Party submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.