Intellectual Property Notice USDM places a high value on its intellectual property. We work hard to ensure that our IP rights are protected and enforced globally. We have a large portfolio of IP such as copyright, trademarks, trade secrets, designs and technical know-how and we regularly apply for patents in various regions to protect our inventions. Limited Right of Reproduction of Text Except as specifically provided below, CLIENT agrees not to reproduce, redistribute or sell any features of the design and/or layout of VAP or any software or other proprietary material forming part of Services provided hereunder or the VAP. CLIENT may reproduce the VAP: (I) for its own use provided the text of the completed VAP is not modified, altered or changed and (ii) for CLIENT’s regulatory filings and submissions. For purposes of clarity, CLIENT acknowledges that it may not reproduce the VAP or any portion thereof for validating any systems except as contemplated by this SOW. Subscription Terms and Conditions Provision of Purchased Services - USDM Life Sciences shall make the Purchased Items available to Client pursuant to this Agreement and the relevant Order Forms during a subscription term. Client agrees that purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by USDM Life Sciences regarding future functionality or features. Invoicing - USDM Life Sciences will submit an invoice for the annual USDM Unify Public Cloud subscription and payment will be due upon receipt. Invoices may be submitted at USDM Life Sciences’ discretion in either a hard copy format or via email in Adobe pdf format. Client must provide both a valid email and direct mailing address before commencement of the Service, and thereafter Client agrees to keep such information updated, if there are changes. User Subscriptions - Unless otherwise specified in the applicable Order Form, (i) USDM Unify Public Cloud subscriptions are purchased as User subscriptions and may be accessed by no more than the specified number of Users, (ii) additional User subscriptions may be added during the subscription term at the same pricing as that for the pre-existing subscriptions, prorated for the remainder of the subscription term in effect at the time the additional User subscriptions are added, and (iii) the added User subscriptions shall terminate on the same date as the pre-existing subscriptions. User subscriptions are for designated Users and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require on-going use of the Services. Client agrees that users will be full-time employees of Client. Term - The initial Term is 12 months and with automatic renewal periods of 12 months, each Term extension thereafter, unless terminated per the “Service Renewal” section below. Added services shall be coterminous with the initial or renewal term and shall be billed from the first day of the month added. Invoicing - Applicable fees for the Service are billed in advance per the billing cycle specified in the Quote and Service Agreement. Service Updates - All service updates are included in the Subscription price. (Update means a set of procedures or new program code implemented by Microsoft, at their sole discretion, incorporating only modifications, enhancements, and applicable maintenance releases only to improve the functionality of the Service.) Service Renewal - This service will be automatically renewed at the price list in effect at the end of the Initial Term, and each Term extension thereafter, unless either party delivers to the other party a written termination notice at least sixty (60) days prior to the end of the then current Term or Term extension. Failure to provide termination notification shall not be considered grounds for nonpayment. Renewal Delay - For service renewals ordered after the anniversary date, the effective date of the renewal will be retroactive to the original anniversary date, at the renewal price, given the subscription was not deactivated. Subscriptions deactivated, and then subsequently renewed, will be subject to a set-up charge at the time of said renewal.