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§1 Legal Scope

(1) The following Agreement conditions are incorporated into all proposals and serve as the basis for all TIGNUM deliveries and services to the exclusion of any of the Client's general terms and conditions of business. The following conditions serve as a basis for all TIGNUM services, particularly with regard to consulting and performance coaching activities. In case of a special provision in a proposal conflicting with these conditions the special provision in the proposal shall prevail. The information set forth in TIGNUM’s written proposal documentation is the sole basis for the work to be performed by TIGNUM.

(2) TIGNUM will notify the Client without delay should it become aware of any events that may jeopardize the success of the project during the course of project performance. TIGNUM will carry out the agreed services with due regard to the objectives of the project, applying the necessary skills and abilities.

(3) The project will be carried out in such a way that problems and any potential disruption occurring in the course of the project will be resolved by the Project Management in the interest of the parties and the project. The composition and responsibilities of the project Management will be specified in the proposal documentation. During Project Management Meetings, the parties will also discuss project progress and any problems identified, including recommendations for redress. Furthermore, the extent to which the Client has complied with his obligation to participate, including processing of all necessary decisions with regard to the progress of the project, should be reviewed.

(4) Where specific problems cannot be resolved within the framework of the Project Management Meeting, the issue will be escalated to a higher authority, consisting of members of the executive management of both parties.

§2 Ownership of Intellectual Property Rights

(1) TIGNUM is the sole and unrestricted owner of any intellectual property rights in the Product that it provides. All intangible property rights, in particular copyright and trademark rights applicable to or incorporated in the services, products and project results and any other proprietary rights shall vest in TIGNUM.

(2) The Client is entitled to use the project results for its own internal business purposes only. The Client is not allowed to copy, decompile, make publicly available or otherwise commercially exploit the intellectual property rights of TIGNUM, especially to copy the materials or TIGNUM Product for the purpose of providing the services or similar services on its’ own or with a third party provider.

(3) Either party retains the exclusive rights to commercial patents, copyrights and other know-how that it possessed on the date of contract closure or acquired outside the scope of the contract. Except as expressly stated in this Agreement, no license is granted by either Party to the other with respect to its Intellectual Property Rights and nothing in the Agreement shall be construed to grant to either Party any ownership or other interest. There are no implied licenses granted under this Agreement.

§3 Confidentiality

(1) TIGNUM and the Client are obliged to keep confidential business and company secrets and other confidential or proprietary matters regarding the respective other party, such as are either made available or they got access to in context with the execution of the contract. They shall use such confidential information only for the proper performance of the contract and shall not to use such for their own or third party purposes. The parties will also obtain commitment by their respective employees and relevant third parties used in the execution of the project, to said obligation.

(2) The Client shall: (i) keep the Confidential Information in the strictest confidence; (ii) use the Confidential Information only for the purpose of performing its obligations or exercising its rights under this Agreement; (iii) store the Confidential Information with the same degree of care as the Receiving Party uses to protect its own information of a similar nature, but no less than a reasonable degree of care; (store the Confidential Information with the same degree of care as he would uses to protect its own information of a similar nature; (iv) store the Confidential Information so as to prevent any use of Confidential Information in violation of this Agreement and/or unauthorised communication of Confidential Information; and (v) store the Confidential Information in accordance with any particular and reasonable information security requirements of the Disclosing Party for the transmission, storage, or handling of the Confidential Information.

(3) The obligation to maintain confidentiality does not, however, apply to information which (a) is or was in the public domain, or (b) was independently developed by one party without using any of the confidential information of the other party, or (c) was acquired from a third party that was not under any confidentiality obligation with respect to such information, or (d) was already known to the parties without any commitment to confidentiality. Further legal confidentiality provisions remain unaffected.

(4) This contract may not be interpreted in any way that could restrict TIGNUM’s right to engage in projects of a similar nature or to perform similar services for other clients. The obligation to maintain confidentiality remains unaffected.

(5) The Client shall not at any time during the Term and for a period of five (5) years after termination or expiration of this Agreement, publish, disclose, or otherwise divulge any Confidential Information of the Disclosing Party to any third party, except to those of the Client’s Authorised Representatives who have a need to know such Confidential Information and who are bound by confidentiality obligations no less stringent than those contained in this Agreement.

(6) The Client shall promptly notify TIGNUM in writing of any misuse or misappropriation of its Confidential Information that may come to the Client’s attention.

(7) The parties will comply with the respective data protection laws and the provisions for professional and bank secrets (where applicable) and will only use employees who are committed to these laws. Within the framework of this contract, TIGNUM is entitled to collect personal / health related data in relation to the Client, its employees and managers, and to use and disclose such for contract-related purposes. The Client hereby gives his consent to such processing in its own name and on behalf of its employees, executive board and managers.

(8) The Client acknowledges that disclosure of any Confidential Information may give rise to irreparable injury to TIGNUM, which may be inadequately compensable in damages. Accordingly, TIGNUM may seek injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available.

§4 Data Protection

(1) To the extent that Personal Data is processed using the TIGNUM Product, the Parties acknowledge that TIGNUM is a Data Controller and Client is a Data Controller and each Party shall comply with their respective statutory or regulatory data protection obligations.

(2) TIGNUM, as well as its subcontractors, licensors, and hosts, shall take sufficient and appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to Personal Data, having regard to the state of technological development and cost of implementing any measures, to ensure a level of security appropriate to the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction, or damage and the nature of the Personal Data to be protected.

(3) TIGNUM shall process Personal Data in accordance with Client’s instructions. Should Client’s instructions contravene or appear likely to contravene legislation binding TIGNUM, TIGNUM will notify Client and request alternative instructions not in contravention of such legislation. TIGNUM shall have no liability whatsoever for breaches of Data Protection Legislation that arise as a result of its following Client’s instructions in implementing and supplying the Product.

(4) Client is fully responsible for its Client Data and guarantees to TIGNUM that the content, use, and/ or processing of the Client Data are not unlawful and do not infringe the rights of any third party.

(5) Client shall ensure that all Personal Data that it supplies or discloses to TIGNUM has been obtained fairly and lawfully and that it will obtain all consents from Data Subjects and registrations with authorities that are required to permit TIGNUM to transfer Personal Data to third parties to fulfil its obligations under this Agreement.

(6) Client indemnifies TIGNUM against any claim of a third party, including Data Subjects, instituted for whatever reason in connection with its Client Data or the performance of this Agreement.

(7) If a third party alleges infringement of its data protection rights, TIGNUM shall be entitled to take measures it deems necessary to prevent the infringement of a third party’s rights from continuing.

(8) TIGNUM shall have no liability whatsoever for the protection of Personal Data in the event that Client uses a TIGNUM Product to release such Personal Data to unauthorised persons, entities, or organisations.

(9) The Parties agree that the personal data added and generated by the data subject or derived from the usage of TIGNUM X will remain stored in the EEA and will only be exported to outside the EEA if there is a legal basis for the transfer and a transfer mechanism pursuant to Chapter V of the GDPR.

(10) Whenever personal data are to be transferred from the European Economic Area to third countries, the Parties shall ensure that a GDPR transfer mechanism is in place. When the country of destination is not subject to an adequacy decision issued by the EU Commission, the Parties are obliged to implement appropriate safeguards to ensure that the level of protection of natural persons guaranteed by the GDPR is not undermined. In this context, with regard to the present Terms, the Parties shall comply with “Module One” (Controller to Controller) of the EU SCCs, which are incorporated herein by reference, with TIGNUM as the “data exporter” and the Customer as the “data importer”. The referred SCCs are complemented as follows:

(10).1 With regard to Clause 17, the EU SCCs shall be governed by the laws of the Federal Republic of Germany.

(10).2 With regard to Clause 18(b), the parties agree to submit to the jurisdiction of the courts of the Federal Republic of Germany.

(10).3 With regard to Annex I, Section A (List of Parties), (i) the data exporter’s and the data importer’s identity and contact details and, where applicable, information about their respective data protection officer and/or representative in the EEA are those set forth in the SoW or as otherwise communicated by each party to the other party; (ii) the Parties are independent data controllers; (iii) the activities relevant to the data transferred under the EU SCCs relate to the provision of the Services pursuant to the SoW; and (iv) entering into the SoW shall be treated as each party’s signature of Annex I, Section A, as of the effective date of this Agreement;

(10).4 With regard to Annex I, Section B (Description of Transfer): (i) the SoW contains information about TIGNUM´s processing of Customer personal data; (ii) Customer employees and management and TIGNUM coaches are the categories of data subjects whose personal data is transferred; (iii) the data categories transferred are in item (10).4.1 of this paragraph; (iv) no sensitive data will be transferred to the data importer; (v) the frequency of the transfer is Ad-hoc (i.e. when requested by the data importer. For the duration of the effects of the contract, provided there is a request for transfer and a legal basis for the transfer); (vi) the nature of the processing is in line with the SoW; (vii) the purpose of the transfer is the provision of general reports to the Customer upon request; (viii) Customer personal data will be retained in accordance with Clause 8.4 of the EU SCCs.

(10).4.1 Categories of personal data transferred:

a) Contact details, including:

_name and surname

_professional email

_job title / role and department

b) General information about workshops and coaching sessions:

_workshops type, place and dates

_workshops / sessions attended

_number of attendees

_coaches assigned

_number of TIGNUM X users; number of subscriptions

(10).5 With regard to Annex I, Section C (Competent Supervisory Authority), the competent supervisory authority identified in accordance with Clause 13 of the EU SCCs is Der Landesbeauftragte für den Datenschutz und die Informationsfreiheit Baden-Württemberg, Address: Lautenschlagerstraße 20, 70173, Stuttgart, Tel.: 0711/615541-0, FAX: 0711/615541-15, poststelle@lfdi.bwl.de

(10).6 With regard to Annex II, TIGNUM has implemented and will maintain appropriate technical and organizational measures to protect the security, confidentiality and integrity of Customer Personal Data as described in (https://www.dropbox.com/s/pqp1v8hbl95ivvj/TIGNUM%20X%20IT%20SECURITY.pdf?dl=0)

§5 Liability

(1) TIGNUM is liable for damages incurred by the Client only to the extent that TIGNUM or its agents act in a grossly negligent manner or in the case of intentional misconduct. Any further liability is excluded. Except in the event of gross negligence or intentional misconduct, TIGNUM will not be liable for indirect or consequential damages, lost profits or damage to programs or data media.

(2) TIGNUM shall have no liability whatsoever to Client for any damages for the non-functioning of the product due to unavailability of the internet.

(3) Client acknowledges that the Subscription Fee reflects the allocation of risk set forth in this Agreement and that TIGNUM would not enter into this Agreement without these limitations on its liability.

(4) Prerequisite for bringing forward liability claims is that such have been submitted to the other party in writing within six months following project termination or, in the event of a contract for works, the acceptance declaration.

(5) Neither Party shall be liable for any loss or delay (including failure to meet the Uptime guarantee and any warranty obligation) to the extent such failure or delay is due to a Force Majeure Event. In the event of a Force Majeure Event, in order for the affected Party to claim the protection, it must, within fifteen (15) Business Days: (i) notify the other Party of the occurrence of the Force Majeure Event; (ii) indicate the foreseeable duration, if possible; and (iii) inform the other Party of the measures taken or contemplated to mitigate the consequences of the Force Majeure Event. If the Force Majeure Event continues for a period in excess of sixty (60) days, either Party may terminate this Agreement immediately upon written notice. In the event of such termination, work which has already been performed under the contract shall be paid for on a proportional basis and expenses that have been incurred in mutual agreement shall be paid in full, without further liability.

§6 Governing Law

(1) The legal relationship between the parties will be governed exclusively by German law. The parties agree to settle any disputes in relation to contract performance in good faith, availing of legal action only as a last resort. Exclusive place of jurisdiction is Stuttgart. this Agreement shall take effect on the Effective Date as stated in the Execution Top Sheet and shall continue for the Term of the Agreement as provided in the Commercial Terms.

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TIGNUM Holding GmbH. All rights reserved.

TIGNUM GmbH is registered in the commercial register of the Amtsgericht (local court) Stuttgart under the number HRB Stuttgart 723762. VAT number as per § 27 a of the German VAT Act Umsatzsteuergesetz: DE255824932

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