Terms & Conditions for Consulting Services

Effective Date: October 1, 2025

These Terms & Conditions (the “Terms”) govern the provision of consulting and related services by 21Bridge Capital Partners, LLC (“21Bridge,” “we,” “us”) to any client that engages us (“Client,” “you”). By requesting, purchasing, or otherwise using our services, or by executing or accepting any proposal, statement of work, order form, change order, or similar document that references these Terms (each, an “SOW”), you agree to be bound by these Terms. If an SOW is executed by both parties, these Terms are incorporated into and form part of the contract between us.

1) Scope; SOWs; Order of Precedence

1.1 SOWs. Services, deliverables, timelines, fees, billing rates, and any project-specific assumptions are set out in one or more SOWs. An SOW may reference attachments (e.g., protocols, milestones, payment schedules) that form part of that SOW.

1.2 Precedence. If there is a direct conflict between an SOW and these Terms: (a) the SOW governs for scope, schedule, and pricing; and (b) these Terms govern for legal/commercial terms (confidentiality, IP, indemnities, limits of liability, compliance, dispute resolution), unless the SOW expressly states it overrides these Terms for a specific subsection.

1.3 Changes. Material changes to scope, assumptions, or schedule require a written change order (or updated SOW) with any fee/timeline adjustments. We are not obligated to proceed with out-of-scope work without a mutually agreed change order.

2) Client Responsibilities

2.1 Cooperation. You will provide timely access to information, personnel, facilities, systems, third-party vendors, and decision-makers as reasonably needed. You are solely responsible for the accuracy, legality, and completeness of information you provide.

2.2 Regulatory Conduct. You remain the sponsor or owner of your products, programs, datasets, and regulatory submissions, and you are solely responsible for compliance with sponsor obligations, patient consents, ethical approvals, and data privacy regulations, unless an SOW expressly states otherwise.

3) Fees, Expenses, Taxes; Invoicing & Payment

3.1 Fees. Fees are time-and-materials or fixed-fee as stated in the SOW. Billing rates may be adjusted annually upon 30 days’ notice for work not yet covered by a signed SOW.

3.2 Expenses. You will reimburse reasonable, pre-approved travel and out-of-pocket expenses consistent with the SOW or your written travel policy provided in advance. Receipts are provided for items ≥ $25 (or as required by the SOW).

3.3 Taxes. Fees are exclusive of taxes. Each party pays its own income taxes. You are responsible for sales/use/withholding taxes (if applicable) on the services, excluding 21Bridge’s income taxes.

3.4 Invoicing and Payment. Unless an SOW states otherwise, we invoice monthly in arrears; payment is due within 30 days of invoice date. Late amounts may accrue 1.0% per month (or the maximum allowable by law, if lower). We may suspend work for non-payment upon written notice.

3.5 Fair Market Value; No Inducement. Compensation is intended to reflect fair market value for bona fide services and is not conditioned on any past or future referrals or business generation. Neither party will offer or accept remuneration to influence referrals under any federal or state health-care program.

4) Compliance; Privacy; Security; Data Processing

4.1 Client Control. The Client remains the data controller (or equivalent under applicable law) for all personal data, health data, or records provided to 21Bridge. Client warrants it has all rights, authorizations, and consents required to provide such data for processing.

4.2 21Bridge Role. 21Bridge acts only as a consultant performing services on data supplied by the Client and does not assume obligations as a data controller. 21Bridge’s role is limited to following the Client’s documented instructions, and Client bears sole responsibility for ensuring instructions are lawful.

4.3 PHI and HIPAA. If an SOW requires access to PHI, Client shall first ensure a Business Associate Agreement (BAA) is executed. Absent such agreement, Client shall not transmit PHI to 21Bridge. Client is solely responsible for ensuring that any PHI or personal data shared complies with applicable law.

4.4 GDPR and International Transfers. Where GDPR or UK GDPR applies, Client acknowledges that it is the controller and 21Bridge is a processor. Client shall implement and maintain appropriate transfer mechanisms (e.g., SCCs, UK Addendum). 21Bridge will implement reasonable technical and organizational measures, but all risks, liabilities, and compliance obligations relating to international transfers remain with the Client.

4.5 Breach Notification. 21Bridge will notify Client without undue delay if it becomes aware of a confirmed unlawful or unauthorized access to Client data processed in the services. Client remains solely responsible for all regulatory notifications and communications with affected individuals.

5) Confidentiality

5.1 Definition. “Confidential Information” means non-public information disclosed by a party that is marked confidential or that should reasonably be understood to be confidential.

5.2 Obligations. The receiving party will: (a) use the disclosing party’s Confidential Information only to perform under these Terms or an SOW; (b) protect it using at least reasonable care; and (c) disclose it only to personnel/contractors with a need-to-know who are bound by confidentiality obligations.

5.3 Exclusions. Confidential Information excludes information that is or becomes public without breach; was rightfully known without restriction; is independently developed; or is rightfully received from a third party without duty of confidentiality.

5.4 Required Disclosure. If legally compelled to disclose Confidential Information, the receiving party will provide prompt notice (if legally permitted).

5.5 Return/Destruction. Upon request or termination, each party will return or securely destroy the other’s Confidential Information, except that one archival copy may be retained as required by law.

6) Intellectual Property; Deliverables; Tools

6.1 Client Materials. Client retains all rights in its own materials, datasets, and data. Client grants 21Bridge a limited license to use such data solely for services.

6.2 Deliverables and Work Product. As between the parties, Client owns Deliverables specifically created for Client, excluding 21Bridge Property. Upon payment, 21Bridge assigns to Client rights in Deliverables, except for embedded 21Bridge Property licensed under Section 6.3.

6.3 21Bridge Property. 21Bridge retains ownership of pre-existing methods, models, templates, software, and know-how. Embedded 21Bridge Property is licensed on a non-exclusive, royalty-free basis for Client’s internal use.

7) Representations; Client Warranties

7.1 Client Warranties. Client represents and warrants that: (a) it has obtained all necessary consents, approvals, and rights to provide data to 21Bridge; (b) all data supplied has been lawfully collected; (c) transfer of data to 21Bridge complies with all applicable laws; and (d) Client will indemnify 21Bridge from any claims arising from data provided by Client.

7.2 21Bridge Disclaimer. 21Bridge makes no representations or warranties about data accuracy, sufficiency of anonymization, or legal compliance of data supplied by Client.

8) Warranties; Disclaimers

8.1 Services Warranty. 21Bridge warrants only that services will be provided in a professional and workmanlike manner by qualified personnel.

8.2 Disclaimers. EXCEPT AS EXPRESSLY STATED, ALL SERVICES, DELIVERABLES, AND DATA PROCESSING ARE PROVIDED “AS IS.” 21BRIDGE DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CLIENT ASSUMES ALL RISKS ASSOCIATED WITH THE DATA IT SUPPLIES.

9) Indemnification

9.1 By Client. Client shall defend and indemnify 21Bridge against all claims, losses, damages, fines, or expenses (including regulatory actions) arising out of or relating to: (a) Client’s data, including health data and personal data; (b) Client’s failure to comply with data protection or privacy laws; (c) use of Deliverables other than as intended; or (d) Client’s breach of these Terms.

9.2 By 21Bridge. 21Bridge will indemnify Client only for third-party claims directly arising from 21Bridge’s gross negligence or willful misconduct in providing services (excluding any liability relating to Client-supplied data).

10) Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) 21BRIDGE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS/REVENUE, ARISING OUT OF DATA PROCESSING OR USE OF DELIVERABLES; AND (b) 21BRIDGE’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS IS LIMITED TO THE FEES PAID BY CLIENT TO 21BRIDGE FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 12 MONTHS PRECEDING THE FIRST EVENT. THESE LIMITATIONS APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. CLIENT ASSUMES FULL LIABILITY FOR ALL DATA PROVIDED TO 21BRIDGE.

11) Non-Solicitation

During each SOW and for 12 months thereafter, neither party will solicit for employment any employee directly involved, except through general solicitations.

12) Term; Termination; Suspension

12.1 Term. These Terms apply from the Effective Date until superseded or all SOWs conclude.

12.2 Termination. Either party may terminate an SOW for convenience with 30 days’ written notice. Either may terminate for material breach not cured within 30 days.

12.3 Effect of Termination. Upon termination, Client will pay for services performed and expenses incurred. All liability for data processing remains with Client after termination.

13) Publicity

Either party may publicly reference the existence of the business relationship, the Client’s name and logo, and a general description of the types of services rendered (e.g., healthcare consulting, financial advisory, regulatory support). Neither party may disclose confidential or sensitive details about any engagement, project, or dataset without the other party’s prior written consent. References must be factual and not misleading.

14) Governing Law; Dispute Resolution

These Terms are governed by Delaware law. Disputes will be resolved by mediation, then binding arbitration in New York, NY, under AAA Commercial Rules.

15) Miscellaneous

Assignment, force majeure, severability, waiver, and entire agreement apply. These Terms (together with SOWs) constitute the full agreement.

Questions? Please contact legal@21bcp.com.