Terms & Conditions

GENERAL TERMS AND CONDITIONS

I. General Terms

1. Clinical Excellence

“Clinical Excellence” is the Clinical Excellence GmbH.

2. Events

“Events” are all webinars, workshops, roundtable, congresses, meetings, seminars and courses offered, regardless of whether they are held as face-to-face, online live events or digital self-learning courses, as well as all other offers, etc.

3. Consulting Services

“Consulting Services” means all data, know-how, materials and / or other information provided by Clinical Excellence to the Client in connection with a Consulting Agreement in oral, written or any other way and shall include any studies, analyses and / or copies based on such Information.

4. Online offers

“Online Offers” are all Events or Consultancy Services that are offered wholly or partially digitally via an internet-based approach or any digital products (e.g. checklists, document templates, etc) offered by Clinical Excellence.

5. Client

“Client” means Client and/or its Affiliates.

6. Affiliate(s)

“Affiliate(s)” of a Party for the purpose of these General Terms and Conditions mean(s) any company, corporation, firm, joint venture, partnership or other entity controlled by, controlling or under common control with such Party. For purposes of this definition, “control” shall mean the ownership of at least fifty percent (50%) of the share capital or voting rights or any other comparable equity or ownership interest.

7. Information

“Information” means all data, know-how, materials and / or other information provided by one Party (“Disclosing Party”) to the respective other Party (“Receiving Party”) in connection with a Work Order in oral, written or any other way and shall include any studies, analyses and / or copies based on such Information.

8. Disclosing Party

The “Disclosing Party” is the Party who discloses confidential information.

9. Receiving Party

The “Receiving Party” is the Party who receives confidential information by the Disclosing Party.

10. Third Party

“Third Parties” means any legal entity or individual person other than Clinical Excellence, Client, the Client’s Affiliates.

11. Consulting Agreement

“Consulting Agreement” means any individual order from Client or Client’s Affiliates for the provision of Consulting Services to be placed with Clinical Excellence. The Consulting Agreement shall be issued and confirmed in accordance with these General Terms and Conditions and any additional and individually agreed terms between the Parties.

II. General Conditions

1. Contracting Parties

These General Terms and Conditions govern the business relationship between Clinical Excellence and Client, in particular in respect of the provision of Consulting Services subject to individual Consultancy Agreements (as defined above). Clinical Excellence and Client are hereinafter also referred to individually as “Party” and collectively as “the Parties”.

These General Terms and Conditions apply exclusively and are considered as accepted by Client upon order placement or receipt of Event and/or Consulting Services at the latest.

2. Subsidiary agreements/individual agreements

Changes and/or additions to the contract must be made in writing. Oral agreements are only valid if confirmed in writing by Clinical Excellence. The same applies to this written form clause.

III. Special Conditions

For Events and Online Offers, Exhibit A applies.

For Consulting Services, Exhibit B applies.

IV. Deadlines

When calculating the deadlines based on working days, the day of dispatch/declaration/ receipt is not counted. The deadline ends at the end of the last day of the deadline or at the end of the day before the start of the Event or delivery of the deliverable.

Saturdays, Sundays and bank holidays are not working days in this sense.

V. Prices, Fees, Invoices and Payments

1. Prices and Fees

The prices and fees stated (including cancellation fees) are net figures. In addition, the statutory VAT is due. Whether and which VAT rate applies depends on the applicable law.

2. Invoices and Payments

Client shall pay each invoice within fourteen (14) days of the date of the invoice or any longer period as set out in the invoice.

The Client shall notify Clinical Excellence in writing of any amounts disputed within 10 business days from receiving the invoice. Such notice must include

-          the invoice number in dispute,

-          the item(s) and

-          amount(s) disputed, and

-          a description of the grounds for disputing the invoice.

Notice of any disputed invoice amount shall not release Client from the obligation to pay. Any portion of an invoice not disputed within 10 business days shall be deemed accepted by the Client.

VI. Final Provision

1. If a contract is concluded with an entrepreneur (§ 14 BGB),

a. the place of jurisdiction is Munich (Germany, Bavaria)

b. the applicable law is German law.

2. These General Terms and Conditions/Terms of Use are subject to German law, excluding the UN Convention on Contracts for the International Sale of Goods.


Effective date: December 2023

EXHIBIT A

GENERAL TERMS AND CONDITIONS

(Events and Online Offer)

I. Scope

These General Terms and Conditions (as defined by Exhibit A) apply to all contracts for Events and Online Offers as long as no special supplementary or replacement regulations are contained in the registration form, the event brochure or on the website for the respective Event or Online Offer.

II. Contracting Parties

  1. Consumers within the meaning of the law cannot become contractual partners. Consumers are obliged to indicate that they are consumers when registering. If there is no corresponding notice and the consumer status is therefore not recognizable to Clinical Excellence, the contractual partner will be treated as a Client. Contracts with and registrations from consumers require the express written consent of Clinical Excellence to be valid. A consumer can only conclude a contract/participate with the express consent of Clinical Excellence.
  2. The participant becomes the contractual partner of the Clinical Excellence if he is an independent businessman, tradesman or freelancer and does not provide any different information when registering. Otherwise, the company that the participant specifies when registering becomes the contractual partner in accordance with the principles of vicarious or prima facie authority. The participant must clearly and unequivocally communicate any deviations from this when registering.
  3. The participant is obliged to inform Clinical Excellence and provide evidence as to which Client he acted for and which Client became a contractual partner, otherwise the participant is liable - in particular for the payment of the event fees.

III. Coming into effect

A contract for participation in Clinical Excellence Events is only concluded after Clinical Excellence has confirmed the registration to the contractual partner in text form (e.g. by email). An automated confirmation of receipt when registering via the Internet or email does not constitute a confirmation.

IV. Customer Account

A personal customer account is set up for each participant. In this customer account, the participant can be provided with documents, access data, seminar documentation (also available for download), and invoices. If the participant has not registered via their customer portal, they will receive the access data with the registration confirmation. The participant is responsible for logging in in good time before the event and accessing the information/data stored there.

V. Exclusion of the possibility of cancellation

The cancellation option does not apply in the following cases:

  1. A fixed booking was expressly agreed between the participant/contractual partner and Clinical Excellence.
  2. Before the start of the Event, the participant has accessed documents or content that goes beyond organizational information. This applies in particular to the content of the Event documentation.
  3. The participant has booked an Event, the start of which he can determine himself and whose access data has been sent to him. This applies in particular to Online Offers, including digital courses, videos on demand and other digital products.

VI. Other Obligations of the Contractual Parnter/Participant

1. If the participant is not personally a contractual partner, the contractual partner must ensure that the participant complies with his or her obligations.

2. Notices, measures and obligations that affect the participant according to the contract or these General Terms and Conditions must be attributed to the contractual partner.

3. The participant registered by the contractual partner is the contractual partner's vicarious agent and can make declarations on his behalf.

4. The participant must ensure that Clinical Excellence is informed about his current communication data and that he can be reached. In particular, the participant must take appropriate measures to ensure that emails from the Clinical Excellence reach him and, in particular, if necessary, check his spam folder or adjust the settings.

5. The participant/contractual partner can only claim that the contract has not been concluded on the grounds that his registration has not been confirmed by Clinical Excellence if he can prove that he has notified Clinical Excellence no later than 25 working days before the start of the event that he has not yet received confirmation of participation has. If there are less than 25 working days between registration and the start of the event, he must make this notification within 5 working days of sending his registration.

6. Use of event documents/event content

Lectures, event documents, recordings, etc. are protected by copyright law. Rights of use are only transferred through express written granting of rights of use. If documents or content are made available to participants for electronic access, use is limited exclusively to the participant. He can save the files on his computer and also on mobile devices as often as he wants, but he must ensure that only he has access to them.

7. Access data

Passing on access data to online offers is not permitted. The exception to this is the change of participants according to V.2. Passing on the access data to the customer account or using it by third parties is in any case not permitted.

8. Participation in events, whether online or face-to-face or the conduct of digital self-learning courses, is only permitted to the registered participant. In particular, it is not permitted to allow other people de facto access, for example by being in the same room outside of the camera's field of view. It is also not permitted to forward a transfer to third parties or to make recordings unless there is an express written agreement to the contrary.

9. If the participant has canceled or rebooked and the full fee has not been charged, the participant is not entitled to any event documents or materials of any kind (electronic or in printed form). If the participant has already received documents or accessed them electronically before canceling, they must inform Clinical Excellence of this unless they destroy the documents themselves. Clinical Excellence then decides whether he can use/keep the documents in whole or in part. Any download of documents after cancellation is not permitted, even if the participant is in possession of the access data or these have been made available to him for download.

VII. Cancellation of Events/participations – terminated by Clinical Excellence

1. The Clinical Excellence is entitled to cancel an Event for economic or organizational reasons.

2. In this case, the Clinical Excellence will refund the participation fees already paid. Further claims are excluded.

3. Any cancellation or re-booking fees for means of transport or accommodation costs booked by the participant will not be reimbursed by Clinical Excellence. Clinical Excellence points out that it is possible to book cancellation-free business rates with transport companies (e.g. DB and airlines) or to take out seminar cancellation insurance.

4. Regardless of the cancellation of the entire event, Clinical Excellence is entitled to refuse registration for an Event without giving reasons or to cancel participation.

5. Clinical Excellence is entitled to terminate the contract with the participant/contractual partner without notice for good cause. In this case, the right to payment of the Event fee to Clinical Excellence does not expire.

VIII. Clinical Excellence’s Liability

1. Unless these are essential obligations arising from the contractual relationship, Clinical Excellence is only liable for itself and its vicarious agents for damages that can be proven to be based on an intentional or grossly negligent breach of duty within the scope of the contractual relationship and that are still within the scope of foreseeability as typical damages .

2. If Events lead to a delayed start or to the complete cancellation of an event due to force majeure, no liability will be accepted either. This also applies if implementation according to the program is no longer possible due to official orders.

3. Clinical Excellence is not liable for the accuracy and completeness of the seminar documents, seminar lectures or other publications. In particular, these do not replace legal, tax, medical or pharmaceutical advice from appropriate professionals. Clinical Excellence assumes no liability for consequential damages based on possible incorrect and/or incomplete content of the lectures and/or event documents.

4. Damage caused to the participant by traveling to a canceled event is excluded if Clinical Excellence proves that the notification of the event cancellation was sent to the contact details of the participant and/or contractual partner via email and/or at least 24 hours before the start of the event. or fax or was transmitted by telephone to an employee of the participant's company.

5. Clinical Excellence guarantees availability of data and access via the Internet in accordance with the usual technical standards. If there is a fault, the following applies:

a. If the disruption in online “live” events is the responsibility of Clinical Excellence (failure of the Internet connection/server of Clinical Excellence or service providers selected by Clinical Excellence), the seminar fee will be refunded if more than 20% of the event time is affected.

b. If the disruption to events held online “live” is the participant’s responsibility, Clinical Excellence is not liable for this.

c. If there is a disruptive disruption to events held online “live” that is the responsibility of Clinical Excellence or service providers selected by Clinical Excellence (poor/limited sound/image quality), Clinical Excellence will refund the seminar fee pro rata if the disruption had such a significant impact that the relevant content could not be conveyed.

d. If the disruption does not relate to a “live” broadcast, the participant is only entitled to a reduction/termination if the disruption is the responsibility of Clinical Excellence or service providers selected by Clinical Excellence and lasts for more than 7 working days.

e. If Clinical Excellence proves that the transmission/access could be accessed/received via the Internet, it will be refutably presumed that the disruption was not Clinical Excellence’s responsibility.

IX. Film and Photo Rights/Recordings

1. The participant of an event irrevocably and free of charge for all current and future media agrees that the organizer is entitled to create, reproduce, send or send images and/or sound recordings of themselves that go beyond the reproduction of a current event broadcast and used in audiovisual media.

2. Every participating person has the right, for reasons arising from their particular situation, to object at any time to the making of image and sound recordings that concern them. The objection must be communicated at the beginning of the event to the organizer's employees or - during the event - to the person making video or sound recordings on site; the objecting person can then be assigned another seat if necessary.

3. If the participant takes part in an event that is broadcast online and wants to make use of his rights under No. 2, he must ensure this himself by taking appropriate measures (e.g.: turning off his own video, turning off the microphone, entering an alias name, etc.). With reference to personal rights, Clinical Excellence cannot be prohibited from recording and distributing an online event if the technical options in accordance with sentence 1 were available to the participant. Otherwise, No. 2 applies with regard to face-to-face events broadcast online.

X. Formal regulations/deadline compliance/writing requirements

1. Cancellations/re-bookings must be made to meet the deadline

- in writing by post

- by email to Jessica.Cordes@clinical-excellence.com

2. Cancellations made by other means (e.g. verbally, by telephone, SMS, Xing, LinkedIn, Zoom, etc.) require confirmation by Clinical Excellence by letter, or email to be effective.

EXHIBIT B

GENERAL TERMS AND CONDITIONS

(Consulting Services)

I. Scope

These General Terms and Conditions (as defined by Exhibit B) apply to all Consulting Agreements and the provision of Consulting Services.

II. Consulting Services

  1.  Clinical Excellence shall not be obliged to begin performing any Consulting Services before a Consulting Agreement has been executed by Client and Clinical Excellence.
  2. Each Consulting Agreement will set forth the scope and terms and conditions of the particular Consulting Services, including a detailed description of the scope of work, deliverables, deadlines, and the budget.
  3. A Consulting Agreement may only be modified or amended in writing signed by a duly authorized representative of each respective Party and specifically referring hereto. Each Consulting Agreement shall refer to and be governed by these General Terms and Conditions.
  4. In the event of any conflict between these General Terms and Conditions and a Consulting Agreement, these General Terms and Conditions shall govern.
  5. Clinical Excellence will provide the Consulting Services at Clinical Excellence’s premises. If and as required to fulfil Clinical Excellence’s obligations, Client shall afford Clinical Excellence full and safe access to its premises as well as to necessary materials and equipment of Client during normal working hours.
  6. Clinical Excellence will provide the Consulting Services during normal business hours (Mondays to Thursdays). Services provided outside normal business hours (including Fridays, over the weekend or on bank holidays) shall be provided only if expressly agreed and subject to a 25% surcharge in accordance with Clinical Excellence Service rates. German bank holidays (as applicable in Bavaria, Germany) shall be valid.

III. Clinical Excellence Responsibilities

  1. When performing the Consulting Services according to the Consulting Agreement, Clinical Excellence will comply with the applicable and current legal and regulatory requirements of the competent authorities and/or agencies of the respective countries and states as well as to Good Clinical Practice (in its current version).
  2. Clinical Excellence shall be entitled to use, at its sole discretion, employees, freelancers and/or sub-contractors (together the “Staff Members”) having the necessary and legally required technical expertise and experience for providing the Consulting Services under the Consulting Agreement.
  3. Clinical Excellence shall use best efforts to ensure the continuity of the Staff Members assigned to provide the Consulting Services and reserves the right to change any assigned Staff Members provided that the replacement personnel shall have substantially equivalent qualifications as the Staff Members being replaced.
  4. Clinical Excellence will be responsible for the professional quality of the Consulting Services to be provided with customary care and using all required methods, means and procedures in its own discretion. Clinical Excellence will use all commercially reasonable efforts in a diligent manner to perform the Consulting Services in accordance with the timing agreed by the parties in the Consulting Agreement.

IV. Client Responsibilities

  1. In connection with each Consulting Agreement, the Client shall appoint a designee as its representative which shall be the primary point of contact under such Consulting Agreement. The representatives will interface regarding the provision of the Consulting Services arising under the applicable Consulting Agreement and must have or promptly be able to obtain sufficient authority to make all necessary decisions in relation to the Consulting Agreement.
  2. The Client will at all times cooperate in good faith and at its own expense to assist Clinical Excellence in the provision of the Consulting Services, by:
  • all information and documentation as well as technical preconditions necessary so as to enable Clinical Excellence render the Consulting Services efficiently and in a timely manner,
  • ensure that any information and documentation provided is complete and accurate;
  • promptly notify Clinical Excellence of any change in the information, documentation and preconditions which may impact the Consulting Services as soon as such change becomes known to it.

V. Fees and Expenses

 1. Client will pay Clinical Excellence for Consulting Service fees and expenses in accordance with the Consulting Agreement and these General Terms and Conditions. Unless otherwise agreed in a particular Consulting Agreement, the following shall apply:

2. Consulting Fees. The Consulting Services will be charged to Client either on the basis of performed working hours and Clinical Excellence’s hourly Service rates or on the basis of agreed prices in connection to pre-defined working packages.

3. The Consulting Fees will be specified in the respective Work Order.

4. Expenses. Clinical Excellence shall be reimbursed for any accommodation costs and travel expenses by providing the Consulting Services as follows:

  (a) Accommodation cost:

All costs for accommodation of a Clinical Excellence’s Staff Members during a business trip will be charged to Client after prior authorization and following the submission of the corresponding receipts. For all days when Clinical Excellence staff is on site at Client or traveling on behalf of Client, a standard meal allowance rate per day for each staff member as defined in the Consulting Agreement will apply depending on the respective country.

   (b) Travel expenses:

- Use of private car: In accordance with the local laws and regulations regarding kilometer / mile allowance rates, determined by the government / tax authority.

- Use of train: Train ticket 2nd class (economy / flexible rate).

- Short and mid distance flights (up to 5 hours): flight ticket economy class.

- Long distance flights (over 5 hours): flight ticket premium economy, business class booking requires previous confirmation by Client.

The choice of transportation is to be agreed upon by Clinical Excellence and Client before start of the journey. Clinical Excellence shall obtain Client’s approval prior to booking any flight arrangements. Further specifications will be determined in the Consulting Agreement.

   (c) Additional costs:

Additional extraordinary expenses and pass-through costs, if any, will be agreed on a case by case basis.

5. Payment and Invoices

Clinical Excellence will invoice Client on a monthly basis for the Consulting fees and expenses incurred in performing the Consulting Services. If requested by Client, Clinical Excellence will provide time sheets in which the expended consulting service time is detailed.

If any payments due under the Consulting Agreement are not received by Clinical Excellence when due, Clinical Excellence reserves the right

  • to suspend performance for all Consulting Services, and
  • to charge default interest totaling (nine) 9 percentage points above the base interest rate per year on all unpaid sums, until payment in full is received as required under the Consulting Agreement. The date of receipt by Clinical Excellence of the payment is decisive for its timeliness.

The Client shall have no right to offset any amounts due or to become due, except against claims which are undisputed or have been finally adjudicated upon by the courts.

VI. Confidentiality and Data Protection

The Receiving Party shall not disclose any Information to any Third Party without the Disclosing Party’s prior written approval. The confidentiality obligation will survive the term of any contract for which such Information was disclosed for a period of five (5) years.

The Receiving Party will treat Information received from the Disclosing Party with the same level of care and attention that it applies to its own confidential information.

The Receiving Party will make Information accessible on a need-to-know basis only to those of its Staff Members, Affiliates, consultants, and other Third Parties who require such Information in order for the Receiving Party to fulfill its obligations, especially under any Consulting Agreement. The Receiving Party will execute Confidential Disclosure Agreements containing provisions which are at least as restrictive as the ones applicable to the Receiving Party under these General Terms and Conditions or under any Confidentiality Disclosure Agreement, prior to granting such access. The Receiving Party is legally responsible for the compliance with the provisions of such Confidentiality Disclosure Agreements by those receiving access to Information from it.

The obligations to confidentiality and restriction of use shall not apply to any particular portion of Information for which the Receiving Party can reasonably demonstrate that:

   (a) it is available to the public domain, or

   (b) it becomes available to the public domain (other than as a result of unauthorized disclosure by the Receiving Party); or

   (c) it was available to the Receiving Party prior to the receipt from the Disclosing Party; or

   (d) it becomes lawfully available to the Receiving Party on a non-confidential basis from a Third Party entitled to make such disclosure.

All documents received by a Party shall be returned or destroyed upon the written request of the Disclosing Party after completion or termination of the Consulting Agreement.

Each Party recognizes and agrees that nothing contained in the Consulting Agreement or these General Terms and Conditions shall be construed, by implication or otherwise, as a grant of any right, option, or license under any intellectual property rights or other proprietary rights. Each Party recognizes and agrees that nothing agreed on in the Consulting Agreement or these Geberal Terms and Conditions shall be construed, by implication or otherwise, as an obligation to enter into any further agreements, nor as a restriction to do so.

Client recognizes that the means, methods, techniques, skills, concepts, equipment, algorithms, software (including Clinical Excellence’s commercial software), and any other approaches and tools (the “Working Tools”) used to perform the Consulting Services are regularly used by Clinical Excellence for its core business. Therefore, the Client recognizes that Clinical Excellence may use, develop, adapt and/or improve such Working Tools using Information of the Client and that such Working Tools will remain the sole property of Clinical Excellence. Clinical Excellence will be free to use its developed, adapted and/or improved Working Tools without any restriction or payment of royalties in the future.

The Parties agree to handle and process personal data in compliance with any applicable national and European data protection laws, in particular the General Data Protection Regulation (GDPR) (EU) 2016/679, in its current version.

If the Parties become aware of any breach of any applicable data privacy law relating to the Consulting Services, they shall promptly notify the other Party and, if requested, assist the other Party in meeting any obligations under applicable data privacy law to notify data subjects, regulatory authorities or other required parties of such a breach.

VII. Publications

Except as otherwise described in the Consulting Agreement, Clinical Excellence will not use any data generated or any Information received from the Client in connection with any Consulting Agreement for any kind of publication, except with Client’s prior approval.

VIII. Clinical Excellence Liability

1. Clinical Excellence’s liability shall be limited to damages and losses suffered by the Client and caused by Clinical Excellence through gross negligent or willful breach of its contractual or legal obligations.

2. Clinical Excellence shall not be liable for any indirect or consequential damages of any type, such as, without limitation, lost profits or business interruption, due to any breach of any provision in a Consulting Agreement.

3. Clinical Excellence’s liability is limited to damages caused by the breach of key contractual obligations which are essential to the performance of Consulting Services and on the fulfillment of which Client reasonably may rely (the “cardinal obligation”/„Kardinalpflicht“).

4. Furthermore, Clinical Excellence’s liability is limited to a maximum amount equal to the sum of all Consulting fees (excluding expenses, travelling, accommodation, and pass-through costs) invoiced to and paid by the Client for all Consulting Services provided by Clinical Excellence to the Client under all Consulting Agreements during the respective calendar year.

5. Clinical Excellence is not liable for tortious acts or omissions of its Staff Members. The Client will indemnify Clinical Excellence in this regard for all claims arising from Third Parties.

6. The limitations of liability stated above shall not apply to damages from injury to the life, limb or health. However, for the slightly negligent infringement of contractual duties the liability is limited to damages and losses typically predictable at the time the contract was concluded. The limitations of liability stated above also apply in favor of the Staff Members of Clinical Excellence and any Third Parties appointed by Clinical Excellence to perform the Consulting Services. The limitations of liability stated above shall cover any and all claims, whether in contract or in tort, which the Client may assert against Clinical Excellence, regardless of their legal basis.

7. Clinical Excellence will during the time of any Consulting Agreement and for 5 years thereafter maintain at its own costs a liability insurance with an insured sum of maximum € 3,000,000.00 per incident for bodily injury and property damages (including claims to rented property) as part of the General Liability Insurance (“Betriebs-Haftpflichtversicherung”) and an insured sum of maximum € 1,000,000.00 per incident for financial losses as part of the Errors and Omissions Insurance (“Vermögensschaden-Haftpflichtversicherung”) with double aggregated limits per year, respectively. Upon request, Clinical Excellence will provide Client with a copy of the insurance certificates.

IX. Force Majeure

1. Except for the obligation to pay due invoices, either Party shall be relieved from its obligations under any Consulting Agreement and these General Terms and Conditions, if and as long as an event of Force Majeure prevails. As cases of Force Majeure are considered all such events that are beyond a Party’s reasonable control including, without limitation, fire, flood, storm, natural disasters, war, military conflicts, strike, industrial disputes, acts of terrorism, cyber-attacks, riot, boycott, embargo, import ban, political sanctions, changes of laws and official directives, or the rejection of sub-contractors to provide supplies with regard to the above circumstances.

2. The Party claiming relief by reason of an event of Force Majeure shall notify the other Party without delay on the occurrence and cessation thereof. In the event that a Party experiences Force Majeure, it shall do its utmost to minimize the effects of the delay, and to adhere as closely to the Consulting Agreement as reasonably possible.

X. Effective Date and Termination

1. Consulting Agreements shall come into force upon the effective date as set forth in the respective Consulting Agreement and may be terminated at aby time by both Parties upon 30 days’ prior written notice to the other Party, if not otherwise specified in the respective Consulting Agreement.

2. The termination of an individual Consulting Agreement shall not affect the validity of any other current Consulting Agreement, unless they are also terminated in writing according to the respective applicable provisions.

3. Both Parties may terminate any Consulting Agreement for good cause in particular, but without limitation:

   (a) In the event that the other Party is in breach of any of its obligations under a Consulting Agreement, the non-breaching Party may terminate the Consulting Agreement affected by the breach effective on thirty (30) days’ prior written notice (which notice shall specify in reasonable detail the nature of such breach and the specific Consulting Agreement) to the breaching Party; provided that no such termination shall become effective if the breaching Party shall have cured such breach within thirty (30) days after its receipt of such notice.

   (b) In the event a (voluntary or involuntary) petition for bankruptcy, receivership or any similar proceedings under any bankruptcy laws has been filed in respect of the other Party, the non-affected Party may terminate any Consulting Agreement at any time; provided that no such termination shall become effective if such petition shall be dismissed within thirty (30) days after the filing thereof.

4. In the event of early termination of any individual Consulting Agreement, Clinical Excellence shall be entitled to invoice and Client shall pay to Clinical Excellence all consulting fees and other amounts that accrued in connection with such Consulting Agreement prior to the effective date of termination. In addition, Clinical Excellence shall be entitled to invoice and Client shall pay Clinical Excellence’s actual costs reasonably documented and incurred as a consequence of the early termination including, without limitation, costs for non-cancellable obligations and unused resources. Clinical Excellence shall refund to Client any exceeding amounts. The payments shall be made within 14 days after the effective date of termination at the latest.