pursuant to this Agreement, has ever been debarred, disqualified, or banned from conducting Investigations or is under investigation by the competent authority or any equivalent regulatory authority within the US for debarment, disqualification or any similar regulatory action.

### 12. Law and Venue

12.1 In the event of any dispute arising between the Parties in relation to the terms of this Agreement, the Parties shall use their best endeavours to resolve the matter on an amicable basis. This Agreement shall be governed by and shall be construed in accordance with the laws of [.…] without regard to any conflicts of law’s provisions. The Parties consent to the competent courts of [….] for the resolution of all disputes or controversies between the Parties hereto that the Parties are unable to settle amicably.

### 13. Miscellaneous

13.1 Neither Party shall assign its rights or duties under this Agreement to another without prior written consent of the other Party. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the respective Parties and their successors and assigns.

13.2 Institution is an independent contractor to Sponsor, and not a partner, agent, employee, representative, or joint-venture of Sponsor. Except as set forth in this Agreement, no Party, or its employees, agents, or subcontractors, has any right or authority to bind or act on behalf of another Party.

13.3 Investigator confirms that there is no conflict of interest that will inhibit or affect the Investigator’s performance under this Agreement and confirm that their performance under this Agreement does not violate any other agreement with third parties. For the avoidance of doubt, Institution and Investigator are free to enter into any other agreement with any third parties as long as this does not prevent Institution and/or Investigator from fulfilling their obligations according to this Agreement.

13.4 This Agreement may not be altered, amended or modified except by written document signed by the Parties.

13.5 If any of the provisions of this Agreement conflicts with any provision of the Protocol or any other relevant document, this Agreement shall take precedence. 13.6 This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof. It expressly supersedes any prior or contemporaneous oral or written representations or agreements. The Appendices form an integral part of the Agreement. If any part of this Agreement is found to be unenforceable, the rest of this Agreement will remain in effect.

13.7 Any event beyond the reasonable control of a Party occurring after signing this Agreement, which a Party could not reasonably have taken into account at the time of the signing, which prevents or delays the affected Party from performing this Agreement or makes the performance unreasonably burdensome, and which the Party cannot overcome with reasonable loss of time or cost, shall constitute an event of force majeure. An event of force majeure releases the affected Party from performing this Agreement for the time the event lasts. The affected Party shall without delay inform the other Party of the event and its effects in writing. If the event continues for over sixty (60) days, either Party may terminate this Agreement in writing with immediate effect.

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