TERMS AND CONDITIONS

The following terms and conditions (the “Agreement”) constitute a binding agreement between you (“Client”) and The Advisory Board Company (“Advisory Board”). Use of the Services evidences your agreement to the following terms and conditions.

1. Services. Services means the products and services purchased by the Client and provided by Advisory Board, as applicable (the “Services”).

A. Research Membership Services. If applicable and specific to Research Membership Services, a Research Membership Client User is defined as a unique, individual (person) email address. For purposes of clarification, a unique, individual email address does not include email addresses that include more than one individual. Client agrees that 1) Research Membership Client users may not share any Materials (as defined below) accessed as part of the Research Membership Services in any manner without Advisory Board’s express written permission as set forth herein, and 2) Research Membership Client users may not share such Research Membership Client users’ password to the Research Membership Services with any other individual.

B. Expert Services. If applicable and specific to Expert Services, Client is responsible for requesting the Expert Services purchased for each year of this Agreement. With the exception of the expert consult conversation Expert Services, Client must provide Advisory Board with at least ninety (90) days prior notice when Client wants to request the Expert Services each year of this Agreement, and the parties will mutually agree on the date of the applicable Expert Services.If Client does not request or use any or all of the respective Expert Services in a given year, then 1) Client is not permitted to carryover any such Expert Services to any subsequent year(s), and 2) there will be no adjustments to the applicable Annual Services Fees.

C. Event Services. If applicable and specific to Event Services, Client is responsible for registering for the Events Services purchased for each year of this Agreement. If Client does not register or does not use any or all of the respective Events Services in a given year, then 1) Client is not permitted to carryover any such Events Services to any subsequent year(s), and 2) there will be no adjustments to the applicable Annual Services Fees.

D. Digital Courses.If applicable and specific to Digital Courses, Advisory Board hereby grants Client a nonexclusive, nontransferable license to use Advisory Board’s self-directed, digital online healthcare industry Digital Courses hosted by Advisory Board for Client’s internal use within the United States, pursuant to the terms of this Agreement limited to the number of Digital Course Client Enrollments per year purchased by Client during the term of this Agreement. A ”Client Enrollment” is defined as one unique Client user registered in one Digital Course. For example, one unique Client user registered into three separate Digital Courses in a given year during the term of this Agreement will count as three Client Enrollments in such given year. For purposes of this Section, a Digital Course unique Client user is defined as a unique, individual (person) email address. For purposes of clarification, a unique, individual email address does not include email addresses that include more than one individual.

i. Client shall protect the confidentiality of the Digital Courses it obtains from Advisory Board. Client shall not allow any person or entity who is not Client access the Digital Courses directly or indirectly in any way.

ii. Client shall not (i) copy, reproduce, modify, or excerpt any of the Digital Courses for any purpose other than as expressly permitted under this Agreement; (ii) distribute, rent, sublicense, share, transfer or lease the Digital Courses to any person or entity that is not Client; or (iii) attempt to reverse engineer or otherwise obtain copies of the source code for the Digital Courses.

iii. Advisory Board shall furnish to Client without charge only those updates to or new versions of the Digital Courses that Advisory Board furnishes without charge to all other licensees for the Digital Courses.

iv. Client shall provide and maintain all computer hardware, software, communications equipment, and associated peripherals and support necessary to use the Digital Courses. Any failure to perform by Advisory Board shall not be considered a breach of this Agreement if such failure to perform results from Client’s failure to provide the recommended computer hardware, software, communications equipment, and/or associated peripherals and/or support.

v. Advisory Board represents and warrants to Client that the Digital Courses and any medium by which they are delivered to Client do not contain any virus or any other contaminant or disabling devices. Except as expressly provided in this Agreement, Advisory Board makes no warranties or representations relating to the Digital Courses express or implied, and specifically disclaim the warranties of merchantability and fitness for a particular purpose.

vi. Client is responsible for providing Advisory Board with Client’s desired enrollments/learner details for each Digital Course in a time period mutually agreed upon by the parties. If Client does not provide Advisory Board with such details or does not use all of the allotted number of Client Enrollments per Year , then 1) Client is not permitted to carryover any unused Client Enrollments to any subsequent Year(s), and 2) there will be no adjustments to the applicable Annual Services Fees.

vii. The Digital Courses are provided for educational services only. Client acknowledges and agrees that any interpretation, implementation or use of the Digital Courses, or decisions based on the Digital Courses, are solely and exclusively at Client’s discretion. Client is ultimately and solely responsible for the decisions it makes and actions it takes using the Digital Courses and the recommendations and best practices provided as part of the Digital Courses, and Advisory Board is not responsible for any action of, or failure to act by, Client in reliance upon the Digital Courses or information provided as part of the Digital Courses. Moreover, in no event shall the Digital Courses be construed as the provision of legal, financial, regulatory or compliance advice by Advisory Board, and Client shall consult with its own attorneys and advisors for any legal, financial, regulatory, or compliance advice.

viii. For each additional Client Enrollment that enrolls in the Digital Courses in a given year during the term of this Agreement above the number of Client Enrollments purchased, then Client agrees to pay Advisory Board an additional $200 per each additional Client Enrollment per Digital Course at the end of such year.

2. Fees and Payment. Client will pay Advisory Board the fees listed for the Services. Client shall pay Advisory Board within 30 days of the date of each invoice. Overdue payments are subject to a late payment charge, which is compounded monthly, calculated at the lesser of (x) a rate of one and one-half percent (1½ %) per month or (y) the maximum amount permitted by law. Client will be responsible for all costs and expenses incurred by the Advisory Board in collecting any fees or other sums owed by Client. If Client fails to pay undisputed amounts in accordance with the Agreement, Advisory Board may cease providing Services until payment in full is received, upon Advisory Board’s notice to Client. Annually on each anniversary of the Effective Date during the Term all fees shall increase by the greater of (i) three percent (3%), or (ii) a percentage equal to the 12-month percentage increase in the Employment Cost Index (not seasonally adjusted) for total compensation, for private industry workers, by occupational group – management, professional and related, as published quarterly by the Bureau of Labor Statistics at the end of the month following the quarter measured (“ECI”). Advisory Board will use the most recently published ECI available as of each anniversary of the Effective Date to determine the 12-month percentage increase in ECI. For example only: if an Effective Date anniversary is January 1, 2024 and the ECI was most recently published in the third quarter of 2023, then Advisory Board will use the ECI from the third quarter of 2023 to determine the applicable fee increase for January 1, 2024. If the ECI is discontinued or if data required to measure the ECI is missing and no government index or computation or substitute data replaces the same, Advisory Board and Client shall in good faith agree upon a suitable substitute to determine the annual fee increase.

3. Disputed Fees. If Client disputes any fees, taxes, or other charges billed by Advisory Board, Client shall notify Advisory Board, in writing, of the disputed amount and provide any relevant information regarding the circumstances of the dispute. All parties agree to work cooperatively to resolve any such disputed amounts. If Client fails to provide Advisory Board with a notice of such a disputed amount within ten (10) days following the date of the invoice for such disputed charge, then such amount is deemed undisputed and due to Advisory Board.

4. Taxes. Client will be responsible for payment of any applicable sales, use and other taxes and all applicable export and import fees, customs duties and similar charges (other than taxes based on Advisory Board’s income), and any related penalties and interest for the grant of the Services hereunder. If Client is tax exempt, it shall furnish Advisory Board with evidence of its tax exempt status.

5. Ownership. As between the parties, Advisory Board owns all right, title and interest in and to the research, research results, tools, methods, analyses, reports, improvements, developments, or other materials or information relating to the Services (collectively, “Materials”), the Services, the know-how, techniques or procedures used or acquired in creating the Materials or performing the Services, and any derivative works of any of the foregoing, including any modifications, improvements, adaptations, or enhancements thereto or new versions thereof. Except as stated in this Agreement, no right, license, permission or interest of any kind in the Services or Materials is intended to be given, transferred to or acquired by Client by the Agreement. Client is authorized to use Materials for Client’s internal use only to the extent expressly authorized in this Agreement.

Any use of Materials except as expressly permitted above is subject to the following additional conditions in each instance: Client must deliver to Advisory Board in writing the specific Material Client requests to use, how and in what manner the Material will be used, and any additional information requested by Advisory Board; Advisory Board may grant or withhold permission for such use in Advisory Board’s sole discretion, and may condition permission on payment of an additional fee. Client shall not remove from the Materials any confidential markings, copyright notices and other similar indicia therein and shall not create any derivative works thereof. Client acknowledges Advisory Board’s ownership of all patents, copyrights, trademarks and trade secrets (the “Advisory Board IP”) encompassed in the Materials, and all goodwill associated with the Advisory Board IP. Use of the Materials shall not create any right, title or interest therein in Client’s favor. Client’s use of the Materials shall inure solely to the benefit of Advisory Board. Upon termination or expiration of the Agreement, Client’s rights to and its use of the applicable Services and Materials shall promptly cease. All rights granted herein are nonexclusive and nontransferable.

6. Confidentiality. Each party acknowledges that in the course of performing under this Agreement, or in the course of discussing or negotiating future agreements between the parties, each party may learn confidential, trade secret, or proprietary information concerning the other party or third parties to whom the other party has an obligation of confidentiality (“Confidential Information”). Without limiting the foregoing, Advisory Board’s Confidential Information shall include, without limitation, the terms of this Agreement, financial information and employee information; information regarding Advisory Board products, marketing plans, business plans, customer names and lists, Services; reports generated by or for Advisory Board; the Materials, Digital Courses developments, improvements, know-how, code (object and source), programs, software architecture, technology and trade secrets. Without limiting the foregoing, Client’s Confidential Information shall include information regarding Client’s business.

Each party agrees that (a) it will use the other party’s Confidential Information only as may be necessary in the course of performing duties, receiving Services or exercising rights under this Agreement; (b) it will treat such information as confidential and proprietary; (c) it will not disclose such information orally or in writing to any third party without the prior written consent of the other party, except as otherwise set forth herein; (d) it will take all reasonable precautions to protect the other party’s Confidential Information; and (e) it will not otherwise appropriate such information to its own use or to the use of any other person or entity. Without limiting the foregoing, each party agrees to take at least such precautions to protect the other party’s Confidential Information as it takes to protect its own Confidential Information. Notwithstanding the foregoing, each party hereby authorizes the other party to disclose Confidential Information, or portions thereof, to its employees, officers, directors, and affiliates, and their respective employees, attorneys and accountants (hereinafter collectively referred to as the “Representatives”) who will be bound by standards of confidentiality no less than as set forth herein and who have a bona-fide need-to-know or need for access to such information to perform in accordance with this Agreement. Each party is solely responsible for all use of the other party’s Confidential Information by anyone who gains access to the Confidential Information under such party’s authorization. Upon termination or expiration (without renewal) of this Agreement, each party will return to the other party or certify as destroyed all tangible items containing any of the other party’s Confidential Information that are held by that party or its Representatives, other than archival copies. Each party agrees to notify the other party if it becomes aware of any unauthorized use or disclosure of the other party’s Confidential Information.

If either party believes it is required by law or by a subpoena or court order to disclose any of the other party’s Confidential Information, it shall, if legally permissible, promptly notify the other party and shall make all reasonable efforts to allow the other party an opportunity to seek a protective order or other judicial relief prior to any disclosure.

Nothing in this Agreement shall be construed to restrict disclosure or use of information that (a) was in the possession of or rightfully known by the recipient, without an obligation to maintain its confidentiality, prior to receipt from the other party; (b) is or becomes generally known to the public without violation of this Agreement; (c) is obtained by the recipient in good faith from a third party having the right to disclose it without an obligation of confidentiality; or (d) is independently developed by the receiving party without reference to the other party’s Confidential Information.

7. Limitations on Liability. This Section limits the parties’ liability to each other in actions between the parties brought under this Agreement. Each party’s liability to the other party for direct damages arising out of this Agreement shall not exceed the amount Client has paid or owes Advisory Board under this Agreement for the 12-month period immediately prior to the incident giving rise to the cause of action. Neither party shall be responsible under this Agreement for any indirect, incidental, special or consequential damages resulting from either party’s performance or failure to perform under this Agreement, including, without limitation, the use of or inability to use the Services. Notwithstanding the above, this Section does not limit the liability either party may have to the other party for breach of Section 6 (Confidentiality; Reference)) of this Agreement, or Client’s liability to Advisory Board for failure to pay amounts due under this Agreement. In addition, Advisory Board will not be liable in respect of the following: (a) any decisions made by Client as a result of the performance of the Services or as a result of any transactions made in reliance upon any of the Materials, or (b) Client’s misuse of the Services, Materials or other data provided to Client in connection with the Services.

8. Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND MATERIALS ARE PROVIDED “AS IS,” AND ADVISORY BOARD MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SERVICES AND MATERIALS AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, AND NON-INFRINGEMENT. ADVISORY BOARD DOES NOT WARRANT THAT THE SERVICES WILL MEET CLIENT’S REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS AND THE ADVISORY BOARD IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. ADVISORY BOARD DOES NOT WARRANT THAT THE SERVICES OR MATERIALS WILL YIELD ANY PARTICULAR BUSINESS OR FINANCIAL RESULT OR MEET CLIENT’S REQUIREMENTS.

9. Acknowledgement. Client acknowledges and agrees that any interpretation, implementation or use of the Services or Materials, or decisions based on Advisory Board’s recommendations, are solely and exclusively at Client’s discretion. Client is ultimately and solely responsible for the decisions it makes and actions it takes using the Materials and the recommendations and best practices provided as part of the Services, and Advisory Board is not responsible for any action of, or failure to act by, Client in reliance upon the Services, Materials or information provided as part of the Services. Moreover, in no event shall the Services be construed as the provision of legal, financial, regulatory or compliance advice by Advisory Board, and Client shall consult with its own attorneys and advisors for any legal, financial, regulatory, or compliance advice.

10. Termination. Unless expressly stated otherwise, the Agreement may only be terminated for cause by a party upon written notice to the other party if such other party (a) fails to perform any material obligation required of it under the Agreement, and such failure is not cured within 60 days of receipt of written notice thereof, or (b) files a petition for bankruptcy or insolvency, has an involuntary petition filed against it, commences an action providing for relief under bankruptcy laws, files for the appointment of a receiver, and such petition, action or filing is not dismissed within 60 days of such filing, or is adjudicated a bankrupt concern. Upon termination pursuant to clause (a) of the preceding sentence by (i) Advisory Board, all outstanding fees incurred and due to Advisory Board under the Agreement shall promptly become due and payable and (ii) Client, Advisory Board will waive (or refund, as applicable) a pro-rata portion of any prepaid fees for Services not performed (i.e., fees due for Services to be performed after the termination date) and, in each case, Advisory Board will be released from any further obligation to provide the Services.

11. Independent Contractor; Subcontractors. In performing the Services, Advisory Board acts as an independent contractor and not as Client’s employee or agent. Advisory Board shall have the right to use third parties, including, without limitation, its affiliates, in performance of its obligations and Services hereunder.

12. Assignment; Successors. Neither party may assign or transfer this Agreement or any of the rights, obligations or licenses granted under it without the other party’s express, prior written consent, which the other party will not be unreasonably withhold, condition, or delay. Notwithstanding the forgoing, either party may assign this Agreement in connection with any merger, consolidation or sale of all or substantially all of its stock or assets. The Agreement is binding upon, and inures to the benefit of, the parties and their respective successors and assigns.

13. Notice. Any notices under the Agreement shall be in writing and sent by overnight courier, mail or facsimile. For Advisory Board, notice shall be sent via email to ask@advisory.com and original to The Advisory Board Company, Attn: General Counsel, 11000 Optum Circle, Eden Prairie, MN 55344. For Client, notice shall be sent to the name and address set forth in the Agreement.

14. Entire Agreement; Amendment. This Agreement once executed and delivered by the parties, supersedes in its entirety all other understandings and agreements regarding the provision of the Services. This Agreement constitutes a legal, valid, binding and enforceable obligation of each party. No amendment, change, or waiver of any provision of this Agreement or terms on any purchase order or other document will be binding unless in writing and signed by both parties.

15. General. The terms and conditions contained in this Agreement shall govern and shall take precedence over any different or additional terms and conditions which Client may have included in any documents attached to or accompanying the Agreement. Any handwritten changes on the face of this document shall be ignored and have no legal effect. Advisory Board may publicly disclose Client’s name as a current Advisory Board client.

16. Governing Law; Survival. The Agreement is to be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws rules or the United Nations Convention on the International Sale of Goods. All Sections of this Agreement relating to confidentiality, ownership of intellectual property, or limitations of liability shall survive termination or expiration of this Agreement.

17. Headings; Interpretations Construction; Severability . The captions and headings used in the Agreement are inserted for convenience only and shall not affect the meaning or interpretation of the Agreement. The Agreement shall be construed fairly according to its terms, without regard to the drafter of any provision hereof. In the event that any provision of the Agreement conflicts with the law under which the Agreement is to be construed or if any such provision is held invalid by a court with jurisdiction over the parties to the Agreement: (a) such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law; and (b) the remaining terms, provisions, covenants and restrictions of the Agreement shall remain in full force and effect.

18. Force Majeure. Each party shall be excused from performance of its obligations under the Agreement if such a failure to perform results from compliance with any requirement of applicable law, acts of God, fire, strike, embargo, terrorist attack, war, insurrection or riot or any other cause beyond the reasonable control of either party. Any delay resulting from any of such causes shall extend performance accordingly or excuse performance, in whole or in part, as may be reasonable under the circumstances. In addition, Advisory Board’s failure to perform under this Agreement shall be excused, and shall not be cause for termination, if such failure to perform is due to Client undertaking actions or failing to undertake actions so that Advisory Board is or would be prohibited from the due performance of any material covenant, condition or agreement contained in this Agreement.

19. Remedies. Except where otherwise specified, the rights and remedies granted to a party under the Agreement are cumulative and in addition to, and not in lieu of, any other rights or remedies which the party may possess at law or in equity.

20. No Waiver. The failure of either party to insist upon or enforce strict performance by the other party of any provision of the Agreement or to exercise any right under the Agreement shall not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect.

21. No Third Party Beneficiaries. The parties acknowledge that the covenants set forth in the Agreement are intended solely for the benefit of the parties, their successors and permitted assigns. Nothing in the Agreement, whether express or implied, will confer upon any person or entity, other than the parties, their successors and permitted assigns, any legal or equitable right whatsoever to enforce any provision of the Agreement.

22. Compliance with Laws. Each party shall perform under this Agreement in compliance with all applicable laws. Advisory Board shall obtain and maintain any applicable licenses or regulatory approvals necessary for it to perform its Services under the Agreement.

[Version 1. June 24, 2024]