Terms and Conditions

Relating to Physician Participation in the ImpactNetwork

User ID: @username@
Name: Dr. @doctorname@

• Use the Impact Network mobile app to enter the following:
• Non-identifying patient visit data @collectiondays@ as scheduled by Impact Network
• Non-identifying patient visit data @collectiondays@ for the diagnosis codes in exhibit A
• Non-identifying patient visit data providing @numrx@ Rx distributed across your patient visits throughout the month
• Non-identifying patient visit data providing @numrx@ Rx distributed across your patient visits throughout the month for the diagnosis codes in exhibit A
• Representative visit data on all interactions you have with pharmaceutical sales reps.
• Representative visit data on at least @numdetails@ interactions you have with pharmaceutical sales reps.

• You will receive @honorarium@ per month in honoraria plus a complimentary iPad (Wi-Fi version or with included wireless depending on your selection - if applicable) or iPhone (wireless service included) if selected.
• While we ask you to participate for an initial period of @timeperiod@ months, you may end your participation at any time.
• Should you discontinue participating prior to the @timeperiod@ month mark, you will be obligated to return the device if provided by Impact Network.
• After @timeperiod@ months, a device provided by ImpactNetwork is yours to keep.
• After the initial @timeperiod@ month period, your participation automatically renews every 12 months.

ImpactNetwork, a business unit of AlphaImpactRx, sincerely appreciates your agreement to participate in its network market research program (the 'Program'). The Program is designed to collect and compile information on the effectiveness of various pharmaceutical company marketing and promotional activities and on clinical treatment patterns and physician prescribing behavior with respect to pharmaceuticals. The specific terms and conditions regarding your participation in the Program for so long as you continue to participate in the Program (the 'Term') are set forth below:

1. Term. You have agreed to participate in the Program for a @timeperiod@-month period which will begin on the first date you successfully electronically transmit Data to ImpactNetwork from your smart phone, tablet or other electronic mobile device provided or authorized by ImpactNetwork (the 'Equipment'). Thereafter, your participation in the Program will automatically renew for additional 12-month periods, unless either party terminates these Terms and Conditions in accordance with Section 4 below.

2. Your Obligations to Provide Data to ImpactNetwork. You will provide information regarding Sales Representative Visits and/or Patient Visits as defined in Exhibit A. In addition, you may be offered the opportunity to participate in additional research. This research will be conducted by telephone or over the Internet via the www.myImpactNetwork.com portal, and its scope will be specified by ImpactNetwork in writing. You will be compensated for the time you spend on the additional research in accordance with Section 6. All information provided by you in connection with Sales Rep Visits, Patient Visits or additional research will be considered 'Data' for purposes of these Terms and Conditions.

The Data which is to be provided by you to ImpactNetwork during the Term is more fully described in Exhibit A. All Data will be collected by you and recorded on the Equipment and will be electronically transmitted by you to ImpactNetwork. The Data you provide is extremely time sensitive, and your on-going participation and timeliness are of the utmost importance in maintaining the integrity of our research. Therefore, the Data with respect to each Sales Rep Visit and Patient Visit must be entered on the Equipment immediately following the completion of each occurrence and must be transmitted electronically to ImpactNetwork by the end of each day during which you enter Data. The electronic transmission of the Data can be accomplished automatically through the Equipment and requires very little effort on your part. To ensure complete and accurate data collection, you agree to download all software updates for the Equipment and related applications throughout your participation. This includes all iOS operating system updates and ImpactNetwork application updates. Updates should be downloaded as soon as they become available.

3. The Equipment. The Equipment will be supplied at the sole cost and expense of ImpactNetwork. If your participation in the Program terminates for any reason before the completion of @timeperiod@ months from the date of your first successful electronic transmission of data on the Equipment, you will return the Equipment to ImpactNetwork promptly, but in no event more than fifteen (15) days after such termination. If your participation in the Program terminates at any time after the completion of @timeperiod@ months from the date of your first successful electronic transmission of data with the Equipment, ImpactNetwork will allow you to retain the Equipment; provided that all Data and all information concerning the Program is deleted from the Equipment at that time and that ImpactNetwork will cease paying for wireless and internet services on such Equipment. Notwithstanding the foregoing, this Section 3 will not apply in the event that you already own Equipment which is authorized for use in the Program and elect to use that Equipment instead of Equipment provided by ImpactNetwork.

4. Termination. Notwithstanding anything to the contrary contained in these Terms and Conditions: (a) you may elect to terminate these Terms and Conditions and your participation in the Program at any time and for any reason upon not less than ten (10) days prior written notice to the ImpactNetwork Network Physician Support Desk, (www.myImpactNetwork.com or (866) 467-2287) and (b) ImpactNetwork may elect to terminate these Terms and Conditions and your participation in the Program at any time and for any reason upon not less than ten (10) days prior written notice.

5. Confidentiality. You acknowledge and agree that all information disclosed to you by ImpactNetwork during your participation in the Program, including without limitation, the nature of the Data requested, the content of the Data provided by you, and the software and methodologies used by ImpactNetwork to conduct the Program, are confidential and proprietary information and trade secrets of ImpactNetwork which will not be used by or otherwise disclosed by you or your employees or agents without ImpactNetwork's express prior written consent, except: (i) to your counsel or accountants in connection with their rendering of professional services to you relating specifically to your involvement in the Program; or (ii) as required by law or by court order. You further agree that the terms and existence of these Terms and Conditions and your participation in the Program are confidential and will not be disclosed by you or any of your employees or agents to any individual or entity, including but not limited to Pharmaceutical Sales Representatives or research-based individuals or organizations, without the express prior written consent of ImpactNetwork or except to your counsel or accountants in connection with their rendering of professional services or as required by law or by court order. Without limiting any other rights or remedies available to ImpactNetwork, a violation of this covenant will result in immediate termination of your participation in the Program and will entitle ImpactNetwork to all remedies available at law or in equity. Your obligations hereunder will survive any termination of these Terms and Conditions.

6. Payment for Your Services. In consideration of your participation in the Program in compliance with these Terms and Conditions (including the requirements of Exhibit A), ImpactNetwork will, during the Term: (i) pay you an honoraria of @honorarium@ per month commencing after the completion of your first calendar month in the Program, (ii) provide smart phone users with access, at no charge to you, to a wireless service provider with unlimited voice, text and data service, (iii) allow you to retain the Equipment, subject to the terms of Section 3 above. Standard tablet packages do not include free wireless service and you must have regular access to a Wi-Fi connection to upload data. If you selected a tablet with wireless service (not available to all HCPs) your wireless service is included as part of your compensation. Participation in additional research at ImpactNetwork's request will be compensated at a rate which is specified by ImpactNetwork at such time and will depend on the type of participation and the estimated length of time for participation, and such participation may be subject to additional terms and conditions which will be set forth on the ImpactNetwork website or otherwise. Each monthly payment will be sent within approximately fifteen (15) days after the close of each calendar month.

7. Representations and Warranties. Each party hereby represents and warrants to the other that such party has the full power and authority to agree to and comply with these Terms and Conditions. In addition, you hereby represent and warrant to ImpactNetwork that: (i) all information entered on the ImpactNetwork Network website or otherwise provided to ImpactNetwork with respect to registration in the Program is true and complete in all material respects, (ii) all Data with respect to Sales Rep Visits and Patient Visits or additional research provided to ImpactNetwork under these Terms and Conditions will be complete and accurate in all material respects, and (iii) the honoraria received by you represents the fair market value for your time and effort in participating in market research, and has no correlation with any volume or the value of any referrals or prescriptions generated by you for any pharmaceutical product whatsoever and does not create any obligation to undertake any referrals, prescriptions, purchases or usage of any pharmaceutical products which are the subject of any market research.

8. HIPAA Compliance and Protected Health Information. To maintain confidentiality and protect patient privacy, the parties agree that the Data you provide to ImpactNetwork with respect to Patient Visits will not include any information that identifies a patient or could be used (alone or in combination with other information), by ImpactNetwork or any other person or entity, to identify a patient ('Protected Health Information'). ImpactNetwork will only use such Data for Program purposes. The parties agree to comply with the Standards for Privacy of Individually Identifiable Health Information, 45 CRF Parts 160 and 164 (the 'Privacy Regulations'), promulgated by the United Stated Department of Health and Human Services pursuant to the Health Insurance Portability and Accountability Act of 1996 ('HIPAA'), title II, subtitle F, Sections 261-264, Public Law 104-191. ImpactNetwork will use appropriate safeguards to protect Protected Health Information from misuse or inappropriate disclosure.

9. Use of Your Name and Identifying Information. ImpactNetwork will not provide your name, contact information or any identifying information about you to its clients without your prior consent, subject the exceptions contained in this Section 9. In the event that you disclose any information related to any Adverse Event or Product Complaint, you acknowledge and agree that ImpactNetwork may have an obligation to file an Adverse Event Report with its client and to disclose certain information related thereto, including your contact information, so that such client may contact you with respect thereto. ImpactNetwork also has the right to share information regarding the honoraria payments made to you with our clients and/or with governmental entities if and only to the extent that we are legally required to do so. Since the Program involves blinded research, there are currently no requirements under the Sunshine Act for us to disclose such information. However, ImpactNetwork reserves its rights to comply with any future Federal or state laws or other legal requirements relating to the payment of honoraria.

10. ImpactNetwork's Right to Change these Terms and Conditions. ImpactNetwork reserves the right to modify these Terms and Conditions at any time by posting them on the ImpactNetwork Network website and/or e-mailing the new Terms and Conditions to you, and you may terminate your participation in accordance with Section 4 above if you do not agree to such new Terms and Conditions.

11. Miscellaneous. These Terms and Conditions, together with Exhibit A hereto, constitute our entire agreement and understanding with respect to the subject matter hereof, and all prior agreements, understandings, promises and representations, whether written or oral, with respect thereto are superseded hereby. ImpactNetwork reserves the right to place any physician on its wait list for future inclusion in the Program, notwithstanding your agreement to these Terms and Conditions. Your rights under these Terms and Conditions cannot be assigned or transferred, voluntarily or involuntarily, without the express prior written consent of ImpactNetwork and any purported assignment of these Terms and Conditions without ImpactNetwork's consent will be null, void and of no force or effect. These Terms and Conditions will be construed pursuant to and governed by the laws of the State of Pennsylvania. These Terms and Conditions are made for the sole benefit of the parties. No other persons will have any rights or remedies by reason of these Terms and Conditions or will be considered to be third party beneficiaries of these Terms and Conditions in any way.

12. Compliance with Laws. Healthcare Provider (HCP) represents and warrants that HCP has not been convicted of, pleaded guilty to, or been charged with any offence involving fraud, corruption or bribery in any jurisdiction or country. HCP agrees that it has not and will not, directly or indirectly, offer, promise, pay or accept bribes or kickbacks or participate in other illegal inducements in business or government relationships. HCP agrees that the fees to be paid pursuant to this Agreement represent fair compensation for the goods/services HCP is providing.

If you have any questions regarding the above, please feel free to contact ImpactNetwork toll free at 866-467-2287 or email support@myImpactNetwork.com.

EXHIBIT A

A. With respect to Patient Visits, you will collect Data @collectiondays@ in accordance with the Patient Visit Data Collection Schedule established by ImpactNetwork for every Patient Visit which occurs on those days. Data should include all diagnoses for every Patient Visit as defined below.

1. The date of each patient's visit, and such patient's age, gender, race insurance type and diagnoses (up to 6);
2. Treatment information comprised of the severity of each diagnoses and non-drug treatments;
3. Drug treatments, comprised of drugs prescribed (up to 6 per diagnosis), samples given, changes in treatment, and drugs requested by the patient; and;
4. Such other related information as is requested by ImpactNetwork from time to time.

Such Patient Visit Data Collection Schedule will be included with the initial delivery of the Equipment, and will also be available on ImpactNetwork's website, www.myImpactNetwork.com, after physician registration (calendar updated automatically to show the schedule for each month of participation).

A. With respect to Patient Visits, you will collect Data @collectiondays@ in accordance with the Patient Visit Data Collection Schedule established by ImpactNetwork. Report every Patient Visit which occurs on those days for a limited set of ICD-10 diagnoses categories listed below. The date of each patient's visit, and such patient's age, gender, race insurance type and diagnoses (up to 6);

1. Treatment information comprised of the severity of each diagnosis and non-drug treatments.
2. Drug treatments, comprised of drugs prescribed (up to 6 per diagnosis), samples given, changes in treatment, and drugs requested by the patient
3. Such other related information as is requested by ImpactNetwork from time to time.
4. List the therapeutic areas here based on panel ID as shown below

A. With respect to Patient Visits, you will collect @numRx@ distributed throughout the month. Data should include all diagnoses for every Patient Visit as defined below.

1. The date of each patient's visit, and such patient's age, gender, race insurance type and diagnoses (up to 6).
2. Treatment information comprised of the severity of each diagnosis and non-drug treatments.
3. Drug treatments, comprised of drugs prescribed (up to 6 per diagnosis), samples given, changes in treatment, and drugs requested by the patient.
4. Such other related information as is requested by ImpactNetwork from time to time.

A. With respect to Patient Visits, you will collect @numRx@ distributed throughout the month. Data should include all diagnoses for every Patient Visit as defined in section 1 below for a limited set of ICD-10 diagnoses categories listed below.

1. The date of each patient's visit, and such patient's age, gender, race insurance type and diagnoses (up to 6);
2. Treatment information comprised of the severity of each diagnosis and non-drug treatments.
3. Drug treatments, comprised of drugs prescribed (up to 6 per diagnosis), samples given, changes in treatment, and drugs requested by the patient.
4. Such other related information as is requested by ImpactNetwork from time to time.
5. List the therapeutic areas here based on panel ID as shown below

B. With respect to Sales Rep Visits, to the extent they occur, you will provide the following information:

1. The date of each Representative's visit, and such company, product, time spent with the Representative.
2. Product detail, comparison product(s), topics discussed, visual aids used.
3. Such other related information as is requested by ImpactNetwork from time to time.

When collecting patient visit data please limit your data entry to patients with any of the following conditions and related ICD10 codes.

Alzheimer's, Arthritis, Asthma, COPD, Diabetes, CHF, Hypertension, Hypercholesterolemia, SPAF, Fibromyalgia, Obesity, Osteoporosis, Pain, Atopic and Other Dermatitis, Psoriasis, Depression, Schizophrenia, Malaise and Fatigue, Nutritional Deficiencies, Mental Disorders, CNS Diseases, Insomnia, Anaphylactic Reaction, Other Respiratory Disease (not URTI), Prostate and Bladder/Urinary issues

Hepatitis, Crohn's Disease, Ulcerative Colitis, IBD/IBS, OIC

Psoriasis, Alopecia, PsA and Atopic, Seborrheic and other Dermatitis

Asthma, COPD, Bronchitis, Emphysema, Urticaria, Anaphylactic reaction, Atopic and other Dermatitis

Prostate and Bladder cancers, Renal Cell Carcinoma and Overactive Bladder