ARTICLE 1 – GENERAL CLAUSES

These general terms and conditions apply to contracts for the provision of Salveo services.

ARTICLE 2 – NATURE OF THE CONTRACT

2.1. The contract between Salveo and its customers is governed by the “code of fair practice” drawn up by SYNTEC between consulting firms and their customers.

2.2. The contract consists of :

– the latest Salveo Sales Proposal signed by the customer, which includes a description of the services,

– the amount and schedule of fees.

– the present general terms and conditions appended to the Commercial Proposal.

ARTICLE 3 – EFFECTIVE DATE

3.1. The contract comes into force on the date Salveo receives the Sales Proposal and these general terms and conditions signed by the customer and countersigned by Salveo.

3.2. The date on which work commences is the date on which the Salveo office responsible for carrying out the service receives the necessary elements and information (documentation, samples, etc.).

ARTICLE 4 – SALVEO’S OBLIGATIONS

Salveo undertakes to :

4.1 Implement all the means necessary for the proper performance of the service entrusted to it by the Customer. As such, Salveo will carry out its activities independently with the means and people of its choice. It will determine its own working methods and may, if necessary, involve correspondents and/or subcontractors of its choice to best meet the objectives and requirements of the service.

4.2 Provide the customer with a contact person, a coordinator in France, dedicated to monitoring the successful completion of the project.

Service.

4.3 Provide the Customer with one or more employees dedicated to carrying out the Service.

4.4 Comply with the provisional schedule appended to the Commercial Proposal, or inform the Customer of any delay, stating the reasons.

4.5 Remain objective throughout the performance. Salveo will therefore inform the Customer of any information that may cast doubt on the usefulness of continuing the actions undertaken (see article 8.4.).

4.6 Respect the confidentiality of information gathered about the Customer, its products and its procedures. However,

Salveo may quote its Customer as a reference without stating the detailed content of the work performed.

4.7 In the event that, for the purposes of the Contract, the Customer entrusts Salveo with documents or files, Salveo undertakes not to use them for any other purpose and to destroy them at the end of the Service (unless otherwise agreed by the Customer).

ARTICLE 5 – CUSTOMER OBLIGATIONS

For its part, the Customer undertakes to :

5.1. To entrust Salveo with the exclusive right to carry out the activities covered by this service for the duration of the contract, in order to avoid any interference with market players.

5.2. To respect the Provisional Timetable annexed to this contract or to inform Salveo of any delay by explaining the reasons.

5.3. Provide Salveo with all information and materials (brochures, samples, price lists, etc.) required for the performance of the service, including information on existing contacts in the Territory before and during the performance period. Unless otherwise specified, all information and materials will be sent to the Salveo office in charge of the assignment at the Customer’s expense.

5.4. Return to Salveo, within the allotted time, all documents duly completed and provided to Salveo, which are necessary for the proper performance and evaluation of the service (company description, quality sheet).

5.5. Comply with the financial conditions (amounts and deadlines) set out in the Commercial Proposal.

5.6. Not to divulge to third parties Salveo’s methods (approach, questionnaires and other documentation), contractual documents (quotations, proposals, etc.), remuneration conditions and results of work carried out by Salveo.

5.7 By signing an Incubation service offer (portage of an employee’s salary and employment contract on behalf of the Customer), the Customer undertakes to pay Salveo all costs relating to the establishment, normal operation and termination of the employment contract drawn up at the Customer’s request and on behalf of the Customer, including all costs and indemnities related to the termination of the contract at the request of the Customer or its principal, and costs arising from any disputes or proceedings arising from the employee’s contestation of the conditions of performance or termination of the employment contract. Salveo undertakes to provide its best advice and to conduct the proceedings in the Customer’s best interests.

ARTICLE 6 – NON-SOLICITATION

6.1. The Customer shall not solicit, engage or deal, privately or professionally, directly or indirectly and in any form whatsoever, with Salveo’s employees, correspondents, network members and subcontractors, for the entire duration of the contract and for twenty-four months following the end of the service; unless otherwise agreed in writing by Salveo.

6.2. Reciprocally, Salveo is prohibited from soliciting, engaging or dealing, on a private or professional basis, directly or indirectly and in any form whatsoever, with the Customer’s collaborators, correspondents or subcontractors, for the entire duration of the contract and for twenty-four months following the end of the service, without the Customer’s written consent.

6.3. Any breach of any of the obligations contained in this article shall render the offender liable to a penalty of €30,000 per breach, increased by €500 per day until the date on which the offender has remedied the breach. The victim also has the right to claim damages for the loss suffered.

ARTICLE 7 – INTELLECTUAL PROPERTY

7.1. Ownership of the results of the Service is transferred to the Customer upon full payment of the price.

7.2. The results of the Service and other documents provided by Salveo to the Customer within the contractual framework are reserved for the exclusive use of the Customer company or its principals, if any, to the exclusion of any other company, trade union, professional group, etc.

Consequently, any direct or indirect distribution or reproduction, in whole or in part, free of charge or against payment, on the Customer’s initiative, must be made with Salveo’s prior written consent.

7.3. Unless otherwise specified, the Customer has no access to the identity of persons interviewed during the exploratory stages of the Service (identification of contacts, preliminary prospecting, test meetings, etc.).

ARTICLE 8 – POSTPONEMENT, SUSPENSION OR CANCELLATION OF SERVICE

8.1. Failure by either party to comply with one or more of the clauses of this contract may result in the suspension or cancellation of the service by the other party, which must inform its co-contractor by registered letter with acknowledgement of receipt within a period of fifteen days following the discovery of the failure(s).

8.2. The service may also be postponed or suspended by Salveo in the event of events beyond its control that temporarily or permanently prevent it from performing all or part of the present contract; in particular, and without this list being exhaustive, the disappearance of production tools (theft, fire, etc.), the departure or illness of the person assigned to the work, changes in legislation, etc. Salveo must inform the Customer of these events within eight days of their occurrence, and propose solutions and the follow-up to be given to the present contract.

8.3. All circumstances beyond the control of the Parties, normally unforeseeable and not susceptible of a remedy of proportionate importance, in particular and without this list being limitative, strikes, lock-outs, embargoes, fires, lack of means of transport, etc., are considered to be causes of expense impeding the performance of the present contract. The party wishing to invoke such a cause must inform the other party within eight days of its occurrence. Performance of the contract will then be suspended for as long as the effects of the expense cause last. However, should the suspension of the present contract last for more than three months, the other party may terminate it by giving thirty days’ notice to the other party by registered letter with acknowledgement of receipt.

8.4. In accordance with article 4.4, if there is any doubt as to the usefulness of continuing with the actions undertaken, Salveo will propose to the Customer that the work be postponed to a later date or that the service be definitively suspended. The final decision will be made by the Customer based on Salveo’s recommendations. In this case, only the amount of the work already carried out will be due to Salveo in accordance with the progress report submitted by Salveo.

8.5. Salveo shall provide proof of the work actually carried out for the Customer within fifteen days of the suspension or cancellation of this contract, by returning all documents, notes and reports in its possession, whether or not they have already been sent to the Customer.

8.6. Any tolerance granted by one of the parties with regard to the performance by the other party of any of the obligations of the present contract shall not be considered as a definitive waiver of its rights and as exempting this other party from performing the obligation(s) concerned in the future in accordance with the terms of the contract.

ARTICLE 9 – END OF THE SERVICE – EFFECTS SUBSEQUENT TO THE END OF THE SERVICE

9.1. Unless otherwise agreed in writing by the parties, the Service will be deemed completed when the Customer submits the “end of mission quality questionnaire” to Salveo.

9.2. Unless otherwise agreed by the Parties, if a trip to the country in question is initially planned at the end of the Service, it must take place within two months of the information being provided to the Customer. Failing this, or in the event of cancellation of the trip, the Service will be deemed to have been completed and the Customer will be required to pay the balance of any outstanding fees.

9.3. At the end of the service, all materials (brochures, samples, etc.) that have been given to Salveo and whose return to the Customer proves very costly or virtually impossible may, in the absence of clear and/or contrary instructions from the Customer within 15 days of the end of the service, be destroyed or used at Salveo’s discretion.

ARTICLE 10 – LIABILITY

10.1. The Customer is solely responsible for the use made of the results of the service provided by Salveo.

10.2. In the event of a breach by Salveo of any of its contractual obligations, compensation for the loss suffered by the Customer shall not exceed the amount received from the Customer under the contract.

10.3. The Customer indemnifies Salveo against any claims by third parties in connection with the use of the products sent by the Customer to Salveo or to any of the persons canvassed.

ARTICLE 11 – DISPUTES – APPLICABLE LAW

11.1. In the event that the Customer communicates the results of a Service in such a way as to raise doubts as to the quality of the intervention and/or interpretation of the results, Salveo shall be authorized to communicate to whomever it sees fit any information and/or document relating to the assignment, without prejudice to any criminal or civil proceedings that Salveo may be entitled to bring for infringement of its rights and compensation for damages suffered.

11.2. Any dispute concerning the interpretation or execution of this contract or its consequences shall be brought before the competent court in the jurisdiction where Salveo is domiciled.

11.3. The applicable law is French law.

ARTICLE 12 – PAYMENT

12.1 In accordance with Articles L441-3 and L441-6 of the French Commercial Code, any late payment will automatically incur a fixed legal indemnity of 40 euros for collection costs.