MASTER SERVICE AGREEMENT (hereinafter to be referred to as the “Agreement”) between Trueblue S.r.l., a company duly organized and existing under the laws of Italy, having its registered office in Viale del Lavoro 33, 37135 Verona, Italy, VAT IT03258370232 (hereinafter to be referred to as “Supplier“) and [•], a company duly organized and existing under the laws of [•], having its registered office in [•], VAT [•] (hereinafter to be referred to as “Client”) hereinafter individually and collectively referred to respectively as “Party” and “Parties”. Recitals WHEREAS Supplier is the publisher and developer of various software solution tailored for pharmaceutical companies (hereinafter to be referred to as “Software Solutions”). The Software Solutions are provided with connectors to the most common pharma solutions (such as ERP, ETMS, CRM, IQVIA, Hospital Contract management systems, etc.). WHEREAS Supplier owns all the moral and economic rights and exploitation rights of the Software Solutions. WHEREAS As part of its activities, Supplier offers the following services: i) license of the Software Solutions; ii) development, implementation, configuration and customisation of the Software Solutions; iii) supply of maintenance and support services relating to the Software Solutions; iv) consultancy services (collectively referred to as the “Services”). WHEREAS Client is a pharmaceutical company and represents that it has the desire to implement a Software Solution capable of meeting its necessities and to use the Services. WHEREAS Supplier possesses the resources, organization, personnel, experience and know-how needed to carry out all activities necessary to implement the Software Solutions and to perform the Services. WHEREAS The Parties are willing to enter by mutual consent into this Agreement whereby Supplier shall provide the Services as defined in Annex 1 (hereinafter to be referred to as the “Proposal”) subject to the terms and conditions stated herein. NOW, THEREFORE in consideration of the covenants and obligations hereinafter contained and intending to be legally bound the Parties do hereby agree as follows: A. General Conditions 1. Application of the conditions set out in the Agreement 1.1 Notwithstanding any contrary provision, the conditions set out in section A of this Agreement shall be deemed as general conditions to be applied to all contracts in which Supplier is a party, having as object the provision of the Services (hereinafter to be referred to as “General Conditions”). 1.2 The Agreement shall be exclusively regulated by the General Conditions, the special conditions provided for each Service set out in the section B of this Agreement (the "Special Conditions") and the conditions established in any technical annex provided for by Supplier or in any case those agreed in writing between the Parties, including but not limited to the Proposal. In case of inconsistencies between the General Conditions and the Special Conditions, the latter shall prevail. 1.3 Each offer, each order confirmation and each delivery by Supplier shall be regulated by the conditions set out in the Agreement, unless otherwise agreed by Supplier by virtue of written acceptance. 2. Object of the Agreement 2.1. Subject to, and in accordance with, the terms and conditions contained in this Agreement, Supplier hereby agrees to provide Client with the Services as defined in the Proposal. 3. Provision of the Services 3.1 Unless otherwise agreed in writing, any deadline provided for by the Proposal (e.g. for the delivery of a Software Solution and/or the provision of a Service) must be considered as merely indicative and therefore will not bind Supplier in any way. 3.2 In case of modifications, integrations or variations requested by Client to the characteristics of the Services referred to in the Proposal which determine a significant and/or unexpected increase in the activity of Supplier compared to what is agreed in the Proposal, the latter will propose Client to amend Annex 1 accordingly. Should Client accept such proposal, the amended Annex 1 will replace the previous one. 3.3 Client undertakes to appoint an internal project manager for Supplier personnel to refer to. The project manager will be the contact person for any operational issue to be managed in the context of the execution of the Services. The project manager shall be replaced upon the Supplier’s written consent only in case of: i) resignation of the project manager; ii) serious illness or accident, which causes an absence of the project manager lasting more than two months; iii) motivated request made by Supplier. 4. Obligations of the Parties 4.1 By signing this Agreement, Supplier agrees: a) To perform the Services provided for by the Proposal to the best of its abilities based on the current state of the art and in accordance with applicable laws, rules and regulations. b) To constantly keep Client informed on the execution of the Services. Supplier in particular shall alert Client with reference to any possible negative impact on the Client’s organization, which may arise from the execution of the Services. 4.2 By signing this Agreement, Client undertakes: a) to carry out any activity aimed at allowing Supplier to correctly fulfill its obligations deriving from the Agreement, including but not limited to: - provide the Supplier with all the useful information and documentation for the correct and timely performance of the Agreement (e.g. the characteristics of its IT structure, the programs and/or facilities involved in the provision of the Services, the security measures applied, etc.); - respond promptly and exhaustively to the requests for information and/or instructions formulated by Supplier; - provide Supplier and its personnel with adequate access to all computer systems and software required to provide the Services; - provide the Supplier with all information regarding applicable laws, rules and regulations; b) to fulfill the payments obligations as set forth under article 6.1; c) to promptly notify Supplier of any error (faults and/or anomalies) by submitting a specific written description, including malfunction, affected product components and yet undertaken measures. 4.3 For the duration of the Agreement Client cannot employ, directly or indirectly, in any form, nor associate with persons who have been, are or will be partners, employees or collaborators of Supplier or of any of its associates, affiliates or subsidiaries. Client is aware and agrees that the violation of this provision will give Supplier the right to terminate this Agreement pursuant to article 11.2. 5. Intellectual Property Rights 5.1 Each Party hereby reserves all rights not expressly granted to the other Party pursuant to this Agreement. 5.2 Notwithstanding anything contained herein to the contrary, Supplier owns and shall own all of the intellectual property rights in and to the Software Solutions. Supplier owns and shall own all of the intellectual property rights in and to all elements, versions, improvements and derivatives of the Software Solutions. 5.3 Client shall not, directly or indirectly, modify the features or functionality of, copy or create derivative works using all or any portion of, analyze components from, decompile, or otherwise reverse engineer or attempt to reverse engineer or derive source code, techniques, algorithms, data model or processes from the Software Solutions or permit or encourage any third-party to do so. Client agrees to use its best efforts to protect Supplier’s proprietary rights and to cooperate with Supplier’s efforts to protect its proprietary rights. 5.4 Without prejudice to the description of the Services provided by the Proposal, Client shall not without prior written authorization and consent of Supplier access, modify or otherwise interfere with the Supplier’s intellectual property rights. Client may not integrate any third party materials, software or hardware with the Software Solutions without first obtaining written approval from Supplier. 5.5 For any use of the Supplier’s intellectual property rights not expressly authorized by the Supplier itself, the Client undertakes to pay to the Supplier a penalty amounting to a maximum of five times the total value of the Agreement. Any claims for damages exceeding the above shall remain unaffected. 5.6 Without prejudice of the above, Supplier acknowledges and agrees that all data and information collected or generated through the Software Solutions, as well as any processing thereof, in any format or support, are the exclusive property of Client. Supplier undertakes and warrants that all such data and information shall at all times be used, copied and exported by Client to other computer systems and/or software solutions. Upon termination of the Agreement, for any reason whatsoever, Supplier shall be obliged to transfer to Client all data and information available and subsequently to permanently and irrevocably delete such data and information from any server or database, whether owned by Supplier or by a third party, subject in any case to the confidentiality obligations set out in article 8. 6. Billing and payment 6.1 For the Services performed in accordance with the Agreement, Client shall pay to the Supplier the amounts as defined in the Proposal. The fees provided for in the Proposal exclusively includes the provision of the Services as described therein. 6.2 Supplier is entitled to suspend without notice the execution of the Services and/or revoke the license for the use of the Software Solution, where applicable, in case of non-fulfillment or delay in the fulfillment of the payment obligations by Client. Client will not be entitled to any compensation related and/or connected to such suspension or revocation. 6.3 Client will pay all documented and approved travel expenses incurred by the Supplier as long as such expenses are in compliance with the travel policy of Client. Supplier’s personnel documented travel expenses shall be invoiced by Supplier at the end of the month where the travel expenses were incurred. 6.4 Unless otherwise agreed by the Supplier by virtue of written acceptance, all payments will be due 30 (thirty) days from the receipt of the invoice by bank transfer. 7. Representations and warranties. Indemnification. 7.1 Supplier represents and warrants that: (i) Supplier’s performance under this Agreement does not violate any agreement or understanding that Supplier has with any third party; (ii) Supplier will perform all of its obligations hereunder in a diligent manner and shall discharge all of its duties hereunder honestly and in good faith; (iii) this Agreement has been duly authorized, executed and delivered by Supplier and constitutes a valid, binding and enforceable agreement of Supplier; (iv) the Software Solutions delivered or licensed by Supplier are free from third party rights, which prevent the use in accordance with the Agreement, except for customary retentions of title. 7.2 Client represents and warrants that: (i) Client has the right, power and authority to enter into this Agreement; (ii) Client shall comply with applicable laws, rules and regulations in performing its duties hereunder and in any of its business with its customers which involves the use of the Services; (iii) this Agreement has been duly authorized, executed and delivered by Client and constitutes a valid, binding and enforceable agreement of Client. 7.3 Client expressly declares to be aware of and to accept the hardware and software requirements that its own IT structure, including but not limited to computers, data centers, electrical systems, shall meet for the use of the Services covered by this Agreement and specified by Supplier in the Proposal and represents and warrants that its IT structure is compliant with such requirements. 7.4 To the maximum extent permitted by applicable law, Supplier gives no warranty or condition, express or implied, with respect to any matter and, in particular, but without limitation, expressly disclaims any warranties or conditions of non-infringement or the quality or fitness for any particular purpose of the Software Solutions or any Service provided under the Agreement. 7.5 To the maximum extent permitted by applicable law, neither Party shall be liable for any special, indirect, incidental, consequential, punitive or exemplary damages in connection with the Agreement, even if said Party has been advised of the possibility of such damages. 7.7 In the event that the above limitations of liability do not apply and Client brings legal action against Supplier for any cause, including breach of contract, in relation to the Services covered by this Agreement, in no event shall Supplier’s maximum aggregate liability exceed the fees actually paid to Supplier hereunder the twelve (12) month period prior to the date on which the claim or cause of action resulting in liability arose. The existence of more than one claim shall not enlarge or extend the limit. 8. Confidentiality and data protection 8.1 All technical, financial and commercial information concerning the Parties, their business, the Software Solutions or this Agreement duly exchanged by and between the Parties or discovered accidentally in performing any provision hereto shall be deemed as confidential, and the Parties shall take all necessary and reasonable steps to prevent the disclosure of the received information to any third person. The Parties shall use the confidential information solely and exclusively to fulfill or perform any of the rights and obligations under this Agreement and will not use the confidential information for any other purpose. 8.2 The Parties shall limit access to confidential information received hereunder to those of its employees with a need to know in order to fulfill or perform the obligations under this Agreement. Each Party shall take reasonable measures to prevent any of its officers or employees from: i) disclosing, directly or indirectly, any term of this Agreement unless required to do so by a supervisory agency or any other applicable law or regulation, or ii) disclosing or using any confidential information acquired in connection with the negotiation or execution of this Agreement; except if the other Parties agree, or if it is necessary for the performance of any obligation under this Agreement. 8.3 The obligations under this article 8 shall survive for a period of 10 (ten) years following expiration or termination of this Agreement. 8.4 For any disclosure or use of confidential information acquired in connection with the negotiation or execution of this Agreement in violation of this Agreement, the Client undertake to pay to the Supplier a penalty amounting to a maximum of the total value of the Agreement . Any claims for damages exceeding the above shall remain unaffected. 8.5 In order to provide the Services, Supplier may have access to information and data qualified as “personal data” under Regulation (EU) 2016/679 (hereinafter to be referred to as “GDPR”) processed by Client as data controller or data processor. Supplier shall process such personal data on behalf of Client and for the sole purpose of providing the Services. To ensure compliance with the GDPR, the Parties undertake to sign a Data Processing Agreement, which will form part of this Agreement and will be attached as Annex 2. 9. Force Majeure 9.1 Neither Party shall have any liability for any failure or delay resulting from any event, beyond the reasonable control of that party including, without limitation fire, flood, insurrection, war, terrorism, earthquake, power failure, civil unrest, explosion, embargo, strike (force majeure event). The Parties acknowledge that the above limitation of liability does not apply to damages and loss caused directly as a result of the Parties’ gross negligence and/or willful misconduct. 9.2 If during the execution of the Agreement, Force Majeure events occur that prevent Supplier to properly fulfill its contractual obligations, Supplier shall immediately inform Client promptly, indicating the cause of the impediment and requesting, where necessary, the extension of time limits for delivery of Services. 9.3 The provision of this article shall not apply to the payments obligations as set forth under article 6.1. 10. Assignment and Subcontracting 10.1 Client acknowledges and agrees that the Services may be carried out by Supplier with the support of third parties - as providers of essential services and/or subcontractors (hereinafter to be referred to as “Subcontractors”). 10.2 The Parties agree that Supplier shall be fully liable towards Client for the activities and/or the services executed by any Subcontractor. Supplier guarantees that any Subcontractor shall respect the obligation as per the Agreement. 11. Term and termination 11.1 This Agreement shall be effective from the date of execution and shall remain effective for a period that will be defined with the customer into the proposal, unless otherwise stated in the Proposal. Unless otherwise stated in writing, this Agreement will automatically renew under the same conditions at the end of each Period for a further same Period unless Client gives Supplier written notice of termination at least 10 days prior to the end of the Period. 11.2 If either Party is in breach of any of its material obligations hereunder (the “Breaching Party”), the other party (the “Non-Breaching Party”) shall have the right to terminate this Agreement on thirty (30) days written notice (the “Termination Notice”) to the Breaching Party, which notice shall set forth the nature of the breach. If the Breaching Party remedies the breach prior to the end of the thirty (30) day notice period or, in the situation in which it is not possible to complete the remedy within the thirty (30) day notice period, commences and thereafter diligently continues, to remedy the breach, the Termination Notice shall be null and void and of no force and effect. If the Breaching Party does not so remedy the breach then the Non-Breaching Party shall have the right to terminate the Agreement forthwith without further notice following the expiry of the thirty (30) day notice period. 11.3 Either Party may immediately terminate this Agreement in the event that the other Party i) becomes insolvent or unable to pay its debts as they mature; ii) makes an assignment for the benefit of its creditors; iii) seeks relief, or if proceedings are commenced against such other Party or on its behalf, under any bankruptcy, insolvency or debtors’ relief law. 11.4 The termination of this Agreement shall not (i) relieve either Party of any obligation or liability accrued prior to termination, or (ii) rescind or (iii) give rise to any right to rescind anything done by either Party prior to such termination. 12. Independent Parties 12.1 Each Party is and shall remain at all times an independent contractor and nothing in this Agreement shall be deemed to create a joint venture, partnership, or agency relationship between the Parties. Neither Party has the right or authority to assume or to create any obligation or responsibility on behalf of the other. 13. Notices 13.1 Written notices required to be given under this Agreement shall be considered duly given 10 (ten) days after the date mailed if mailed by first class mail, postage prepaid and addressed as follows: If to Supplier: Trueblue s.r.l. Viale del Lavoro 33 37135 Verona Italy Attention: ● Marco Bonesini With a copy to: ● [*] If to Client: [*] [*] Attention: ● [*] With a copy to: ● [*] 14. Marketing communication activities 14.1 With this Agreement, Supplier is entitled, with an appropriate notification, contents sharing and subjected to the acceptance of Client, to the publication to the market of a Case History regarding the cooperation between the Parties, as well as a Press Release, both to be published through Supplier’s communication channels (Web, Social Media, Newsletter), and press-related. The Case History and the Press Release may include references to the Client’s name and trademark and will not disclose specific details concerning commercial, contractual or organisational details relating to the Client. The Client may at any time withdraw its acceptance or require modifications in the output of the Case History and the Press Release by sending a written communication as per article 13 or to marketing@trueblue.it. 15. Governing Law and Jurisdiction 15.1 This Agreement shall be governed by and construed in accordance with the laws of Italy. 15.2 Any dispute between the Parties arising out of this Agreement shall be exclusively settled by the courts of Verona, Italy. 15.3 Without prejudice of article 15.2 above, Supplier may at its sole discretion bring any action or proceeding relating to this Agreement in the court of the place where Client has its registered office. 16. Final Provisions 16.1 This Agreement the Recitals and the Annexes hereto set forth the entire understanding of the Parties and supersedes all prior agreements, negotiations and dealings which may exist on the subject matter between the Parties. No agreement or understanding, oral or written, in any way purporting to modify the terms hereof shall be binding on either Party hereto unless contained in a written document expressly described as an amendment to or extension of this Agreement and duly executed by both Parties. 16.2 The waiver by either Party of a breach or a default of any provisions of this Agreement by the other Party shall not be construed as a waiver of any succeeding breach of the same or any other provisions, nor shall any delay or omission on the part of either Party to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any right, power or privilege by such Party. 16.3 Should any provision of this Agreement be found or become invalid, the other provisions shall remain effective and enforceable to the greatest extent permitted. The Parties shall use their best efforts to agree upon a valid and enforceable provision as a substitute for any invalid or unenforceable provisions, taking into account the original purpose and intent of the Agreement. B. Special Conditions The provisions laid down in section B of the Agreement are specific to the individual Services provided by Supplier and, in case of conflict, shall prevail over the General Conditions laid out in section A above. 1. License of the Software Solutions 1.1 Supplier undertakes to grant Client a non-exclusive, non-assignable, non-sublicensable, non-transferable license over the Software Solution (hereinafter to be referred to as the “Licensed Software Solution”), in accordance with the terms and conditions of the Agreement. All rights not expressly granted to Client hereunder are reserved by Supplier. The license shall enter into force on the execution date and shall be effective for the entire duration of the Agreement. 1.2 The use by Client of the Licensed Software Solution is authorized only for the purposes and under the terms set forth in the Special Conditions and in the Proposal. Upon expiration or termination of this Agreement for any reason, such authorization shall immediately cease. 1.3 Client agrees that the Licensed Software Solution shall be used only in a manner consistent with the provisions of this Agreement. 1.4 Supplier undertakes to use best commercial efforts to enforce, maintain and defend the Licensed Software Solution. 1.5 Supplier shall be responsible for the ordinary maintenance of Licensed Software Solution. Supplier shall undertake the foregoing obligation in a commercially reasonable manner and in a manner designed to minimize interruption to Client’s business. To the extent any scheduled maintenance of the Licensed Software Solution would cause a material interruption to the operation of Client’s business, Supplier shall inform Client at least 10 (ten) business days prior to such maintenance and shall complete such maintenance as promptly as practicable. 1.6 Supplier agrees to use commercially reasonable efforts to enhance and improve the Licensed Software Solution and to inform Client immediately thereof, to keep it compliant with legal and regulatory and to adjust it to new developments in hardware, software and new market requirements, also in order to ensure usability and proper functioning of the Software Solution. 1.7 Upon termination (but not expiration) of this Agreement for any reason whatsoever, Client shall be entitled to use the Licensed Software Solution for a limited period of time, not to exceed 10 (ten) days, during which it shall diligently work to transition to another solution. Upon expiration of this Agreement or of such 10(ten)-day period, as applicable, Client shall immediately discontinue all use of and access to the Licensed Software Solution, including any archival and maintenance copies, and, at Supplier’s request, destroy or promptly return all portions of the Licensed Software Solution to Supplier. 2. Development, implementation, configuration and customisation of the Software Solutions 2.1 The provisions of this chapter shall apply if Supplier undertakes to develop, implement or customize one of its Software Solutions for Client, meaning by that the study, design and implementation of a Software Solution provided for in detail in the Proposal. 2.2 The Software Solution provided by Supplier shall be substantially in accordance with the product description in the Proposal. 2.3 Supplier shall deliver each phase according to the project as laid down in the Proposal. Client shall have 10 (ten) business days in order to accept each phase or notify in writing a failure to comply with Client’s requirements for that phase. In this case Supplier will use all reasonable efforts in order to correct such failure at no additional charge for Client. 2.4 The Software Solution shall be considered accepted in all its components and compliant with the specifications set forth in Annex 1 and free from flaws and/or defects and/or obvious, or known differences, in the absence of written complaint received by Supplier within 10 (ten) business days from the delivery of the Software Solution as described in the Proposal. 2.5 Supplier will keep Client updated on the progress of the realization of the Software Solution, so that Client can promptly request additions or modifications. 3. Supply of maintenance and support services relating to the Software Solutions 3.1 The provision of the maintenance, assistance and technical support service (hereinafter to be referred to as “Maintenance and support Service”), in accordance with the specifications set out in the Proposal, shall be subject to the provisions of this chapter. 3.2 Client acknowledges that it is the sole responsibility of Client, at all times, to protect and maintain an up-to-date and restorable backup of any and all databases, files, utilities, software and other systems which Supplier may directly or indirectly access for the provision of the Maintenance and support Service. 3.3 Supplier shall not be obligated to provide the Maintenance and support Service for service necessitated by misuse, hardware malfunction, neglect, unauthorized modification of the Software Solution or from other causes unrelated to the ordinary operation of the Software Solution. IN WITNESS WHEREOF, the Parties hereto have caused the execution and delivery of this Agreement as of ____________.