Contractor Access Undertaking

NEVA ELECTROMAGNETICS LLC
CONTRACTOR ACCESS UNDERTAKING

PLEASE READ THIS UNDERTAKING CAREFULLY.

BY CHECKING THE ACCEPTANCE BOX AND SUBMITTING THE CONTRACTOR ACCESS ACCEPTANCE CONFIRMATION, THE PERSON SUBMITTING THE FORM CONFIRMS THAT THEY HAVE READ AND ACCEPTED THIS UNDERTAKING PERSONALLY IF THEY ARE THE INDIVIDUAL CONTRACTOR OR ON BEHALF OF THE CONTRACTOR ENTITY IDENTIFIED IN THE FORM.

IF YOU ARE ACTING FOR A CONTRACTOR ENTITY AND DO NOT HAVE AUTHORITY TO BIND THAT ENTITY, OR IF YOU DO NOT AGREE TO THIS UNDERTAKING, DO NOT SUBMIT THE FORM, RECEIVE OR ACCESS THE PROTECTED LICENSE MATERIALS, OR USE THE LICENSED MODEL.

This Contractor Access Undertaking ("Undertaking") is between Neva Electromagnetics LLC ("Neva") and the Contractor identified in the Contractor Access Acceptance Confirmation. It governs Contractor's direct obligations to Neva when Contractor personnel access a Licensed Model solely to perform approved services for a Neva customer. It becomes effective when Contractor submits the Contractor Access Acceptance Confirmation ("Effective Date").

1. DEFINITIONS

1.1 "Access Details" means the customer-specific and engagement-specific information stated in the Contractor Access Authorization Email, including as applicable the Customer, Contractor, Licensed Model and version, approved individual users or user quantity, approved purpose and services, Access Period, access method, Approved Environment, approved software and version, licensing configuration, location, and any additional technical, security, or scope limitation.

1.2 "Access Period" means the period during which Contractor access is authorized, as stated in the Contractor Access Authorization Email and limited by Section 10.

1.3 "Approved Contractor Personnel" means only the individual Contractor personnel identified by name in the Access Details or included within an approved user quantity, who have a need to access the Licensed Model solely to perform the approved services for Customer, and who satisfy Section 4. Approved Contractor Personnel do not include a subcontractor, affiliate, temporary worker, service provider, or other person unless Neva expressly approves that person or category in writing.

1.4 "Approved Environment" means the Customer-controlled system or, only when the Access Details expressly permit it, the Contractor-controlled system, host, server, network, cloud environment, virtual machine, location, access method, and licensing configuration approved by Neva for the applicable engagement.

1.5 "Contractor" means the single individual or the single legal entity identified as the contractor or consultant in the Contractor Access Acceptance Confirmation and the Contractor Access Authorization Email. Contractor does not include its affiliates, subsidiaries, parent companies, subcontractors, customers, collaborators, or other related persons.

1.6 "Contractor Access Acceptance Confirmation" means the electronic form made available by Neva through which Contractor and the individual submitting the form are identified, the applicable Access Details are confirmed, and this Undertaking is accepted.

1.7 "Contractor Access Authorization Email" means Neva's email or other written confirmation sent or made available to Contractor before Contractor submits the Contractor Access Acceptance Confirmation. It authorizes proposed contractor access and states the applicable Access Details.

1.8 "Customer" means the Neva customer identified in the Contractor Access Authorization Email for whom Contractor will perform the approved services.

1.9 "Customer Agreement" means the Neva Commercial Model License Agreement or other written model license agreement governing Customer's access to and use of the Licensed Model.

1.10 "Customer Order" means the applicable order, quote, checkout confirmation, or other ordering document accepted by Neva that identifies Customer's purchase and the commercial and technical scope of Customer's license.

1.11 "Derived Model Materials" means conversions, meshes, poses, partitions, annotations, adaptations, modifications, extracts, exports, or other materials that incorporate, reproduce, disclose, embody, or permit reconstruction of all or part of the Licensed Model or its protected geometry, topology, structures, labels, tissue information, parameters, metadata, or other protected content.

1.12 "Licensed Model" means the Neva computational biological or anatomical model or models identified in the Contractor Access Authorization Email, including the version, format, associated geometries, structures, tissues, identifiers, physical parameters, metadata, Documentation, and components made available for the approved engagement. "Documentation" means the user guides, model descriptions, tissue and material-property tables, installation and configuration instructions, release notes, attribution instructions, and other materials that Neva provides with or for the Licensed Model.

1.13 "Protected License Materials" means:

(a) the Licensed Model, Documentation, and all associated packages, installers, archives, files, components, subsets, geometries, structures, tissue information, parameters, and metadata;

(b) the RLM License Materials;

(c) all encryption, access controls, embedded identifiers, digital signatures, watermarks, fingerprints, copyright notices, and other security or ownership information associated with the license;

(d) all Derived Model Materials and all copies, extracts, exports, conversions, reconstructions, adaptations, or modified versions of any of the foregoing;

(e) outputs created through use of the Licensed Model to the extent they contain, disclose, embody, or permit extraction or reconstruction of the Licensed Model or other Protected License Materials; and

(f) any nonpublic credentials, tools, information, or instructions that could enable unauthorized access to or use of the Licensed Model.

Protected License Materials remain protected whether they are encrypted, unencrypted, active, expired, deactivated, incomplete, inaccessible, corrupted, or otherwise unusable.

1.14 "Results" means simulations, calculations, reports, findings, graphs, images, animations, test results, analyses, and other outputs created through authorized use of the Licensed Model, but only to the extent those outputs do not contain, disclose, embody, or permit extraction or reconstruction of the Licensed Model, Derived Model Materials, or other Protected License Materials.

1.15 "RLM License Materials" means the Reprise License Manager license file supplied by Neva and any related credentials, keys, tokens, license-server files, configuration information, host or user identifiers, activation information, or instructions supplied for licensing purposes.

2. ELECTRONIC ACCEPTANCE AND ACCESS AUTHORIZATION

2.1 Contractor accepts this Undertaking when the individual completing the Contractor Access Acceptance Confirmation checks the acceptance box and submits the form. The individual represents that the individual has read and understood this Undertaking and is Contractor or has authority to bind Contractor.

2.2 The individual submitting the Contractor Access Acceptance Confirmation represents that:

(a) the information in the form is accurate and complete;

(b) the individual is at least eighteen years old; and

2.3 The Contractor Access Authorization Email is incorporated into this Undertaking solely to establish the Access Details. It may establish or narrow the Access Details and may include approvals expressly contemplated by this Undertaking, but it does not otherwise waive a restriction or amend these legal terms.

2.4 If there is a conflict:

(a) a separately negotiated amendment to this Undertaking signed by authorized representatives of Neva and Contractor controls;

(b) this Undertaking controls Contractor's direct legal obligations to Neva;

(d) the Customer Agreement and Customer Order may further restrict the scope of permitted access, and a more protective or narrower restriction applies to Contractor to the extent it is stated in the Access Details or otherwise made known or made available to Contractor; and

(e) the RLM License Materials control technical operation but do not grant or expand any right of access or use.

2.5 Contractor shall obtain from Customer or Neva the information reasonably necessary to understand the approved scope. Contractor's lack of access to the complete Customer Agreement or Customer Order does not expand Contractor's rights or excuse compliance with this Undertaking or the Access Details.

2.6 No access is authorized unless and until Neva has issued the Contractor Access Authorization Email, Contractor has submitted the Contractor Access Acceptance Confirmation, Customer's applicable license is in effect, and Neva has issued or activated the technical access or RLM License Materials required for the Approved Environment. Neither Customer nor Contractor may provide Contractor with Protected License Materials while that process is pending.

2.7 Neva may approve or decline proposed contractor access in its discretion. An approval is limited to the Customer, Contractor, Approved Contractor Personnel, purpose, systems, location, Access Period, and other Access Details identified by Neva.

2.8 A separate Customer, project, Licensed Model, purpose, user group, system, location, or access period requires Neva's prior written authorization and, when Neva requires, a new Contractor Access Acceptance Confirmation. Approval for one engagement does not authorize Contractor to use the Licensed Model for another customer or engagement.

2.9 The parties consent to transact by electronic records and electronic signatures. Contractor agrees that submission of the Contractor Access Acceptance Confirmation constitutes Contractor's electronic signature and has the same legal effect as a handwritten signature. Neva may retain records of the submission, including the version of this Undertaking presented, the Access Details, the date and time of submission, and associated account, email, and network information. Those records may be used as evidence of what was presented and accepted, subject to applicable law.

3. NO LICENSE GRANT AND LIMITED PURPOSE

3.1 This Undertaking does not grant Contractor a license, sublicense, ownership interest, or independent right in the Licensed Model or any Protected License Material. Customer remains the licensee under the Customer Agreement and Customer Order.

3.2 Subject to continued authorization by Neva and Customer, Contractor may permit Approved Contractor Personnel to access the Licensed Model solely on Customer's behalf and solely to perform the services, for the purpose, during the Access Period, and within the other Access Details approved by Neva.

3.3 Contractor shall not access or use the Licensed Model or Protected License Materials:

(a) for Contractor's own research, product development, training, internal capability development, benchmarking, demonstrations, marketing, portfolio, or business development;

(b) for another customer, engagement, proposal, product, service, or commercial offering;

(d) to develop, improve, validate, or support a competing or substitute model, model library, product, or service;

(e) outside the approved software, configuration, user quantity, system, location, purpose, or Access Period; or

(f) in violation of applicable law, the Access Details, this Undertaking, or any narrower restriction made known to Contractor under the Customer Agreement or Customer Order.

Contractor shall not use the Licensed Model itself for clinical diagnosis, clinical treatment, patient-specific clinical decision-making, or any other direct patient-care purpose.

3.4 A direction, request, statement, contract, purchase order, or representation from Customer does not authorize Contractor to exceed the Access Details or violate this Undertaking. Contractor shall decline any inconsistent instruction and promptly seek clarification from Neva and Customer.

3.5 Contractor may not sublicense, assign, transfer, delegate, share, or make available any access right. No agreement between Contractor and Customer expands the access approved by Neva.

3.6 Technical ability to view, copy, export, process, or continue using the Licensed Model or any Derived Model Material does not grant or expand any right. Neva reserves every right not expressly stated in the Access Details and this Undertaking.

4. AUTHORIZED PERSONNEL AND ACCESS ENVIRONMENT

4.1 Contractor shall restrict access to Approved Contractor Personnel who have a need to access the Licensed Model for the approved services. Contractor shall not permit access by any other employee, administrator, affiliate, subcontractor, temporary worker, service provider, or other person without Neva's prior written approval and that person's acceptance of any terms Neva requires.

4.2 If the Access Details approve a user quantity rather than named individuals, Contractor shall maintain a current written list of all individuals using or able to use the access, ensure that the approved quantity is never exceeded, and provide the list to Neva upon reasonable request.

4.3 Each Approved Contractor Personnel member must use an individually assigned account or access method. Credentials, tokens, accounts, remote sessions, or license access may not be shared, pooled, transferred, or used by an unapproved person.

4.4 Before receiving access, each Approved Contractor Personnel member must be bound by written confidentiality, security, intellectual-property, and use restrictions at least as protective as this Undertaking. Contractor shall ensure that those individuals understand and comply with the applicable restrictions.

4.5 Access must occur only through the Approved Environment. Unless the Contractor Access Authorization Email expressly permits a Contractor-controlled environment, access must occur through Customer-controlled systems, and Contractor shall not download, copy, transfer, synchronize, cache, or otherwise place Protected License Materials on a Contractor-controlled system.

4.6 Contractor shall not move, transfer, replicate, or extend the Approved Environment to another server, host, network, cloud environment, virtual machine, device, location, or legal entity without Neva's prior written approval.

4.7 Contractor shall not use a subcontractor, cloud provider, managed-service provider, external collaboration platform, artificial-intelligence service, or other third-party service in connection with Protected License Materials unless Neva expressly approves the service, purpose, environment, and access in writing.

4.8 Contractor shall promptly notify Neva and Customer if any Access Detail becomes inaccurate, an Approved Contractor Personnel member no longer needs access or leaves Contractor, the approved work ends, or Contractor proposes a change to the purpose, personnel, access method, system, location, or environment. Access for an affected person must be disabled promptly.

4.9 Contractor is responsible for the acts and omissions of Approved Contractor Personnel and of every person to whom Contractor provides or permits access, as if those acts and omissions were Contractor's own.

5. PROTECTION, COPYING, SHARING, AND POSTING

5.1 Contractor shall maintain Protected License Materials in confidence and protect them from unauthorized access, acquisition, copying, storage, use, disclosure, or loss.

5.2 Except as expressly permitted by the Access Details and this Undertaking, Contractor shall not directly or indirectly:

(a) sell, sublicense, rent, lease, lend, assign, transfer, distribute, or otherwise provide any Protected License Material to another person or entity;

(b) email, message, transmit, or forward any Protected License Material to anyone other than Approved Contractor Personnel, Customer personnel authorized under the Customer Agreement, or Neva;

(c) upload, post, publish, or store any Protected License Material on a public or externally accessible website, file-sharing service, cloud folder, online repository, code- or model-hosting platform, discussion forum, social-media service, peer-to-peer network, artificial-intelligence service, or other external platform;

(d) place any Protected License Material in a shared folder, drive, workspace, repository, network location, collaboration system, or removable-storage device accessible to an unapproved person;

(e) provide any Protected License Material to an affiliate, subcontractor, customer, collaborator, academic partner, or other third party; or

(f) create or retain an archival, reference, training, demonstration, portfolio, or model-library copy of any Protected License Material.

5.3 If Contractor-controlled storage is expressly approved, Contractor shall use storage only to the extent reasonably necessary for the approved services, restrict access to Approved Contractor Personnel, use appropriate technical and organizational safeguards, prohibit the storage provider from using the materials for its own purposes, and comply with every location, retention, and security limitation in the Access Details.

5.4 Contractor shall not make backup, disaster-recovery, offline, local, or removable-media copies of Protected License Materials unless the Access Details expressly authorize them. Every authorized copy remains a Protected License Material and must be tracked, secured, and deleted under Section 10.

5.5 The encrypted, expired, deactivated, incomplete, inaccessible, corrupted, or unusable condition of a file does not authorize Contractor to examine, copy, retain, transfer, share, post, or attempt to access it in a manner otherwise prohibited by this Undertaking.

5.6 Contractor shall not remove, conceal, modify, or obscure any copyright, trademark, confidentiality, attribution, ownership, identifier, watermark, or other proprietary notice appearing in or on a Protected License Material.

5.7 Contractor shall not capture or distribute a screenshot, screen recording, image, animation, geometry, parameter table, or similar representation of the Licensed Model except to the extent reasonably necessary for the approved services and maintained solely within the approved work environment as a Protected License Material.

5.8 An actual or attempted unauthorized disclosure, distribution, posting, or transfer under this Section is a material breach of this Undertaking.

6. RLM LICENSE CONTROLS, ANTI-CIRCUMVENTION, AND EXPORT ANTI-EVASION

6.1 Contractor may access the Licensed Model only through valid RLM License Materials and technical access issued or approved by Neva for the applicable Customer, engagement, and Approved Environment.

6.2 Contractor shall not use:

(a) an RLM license file, credential, key, token, or access method issued to another customer, contractor, person, model, platform, or engagement;

(b) an altered, counterfeit, duplicated, regenerated, copied, intercepted, or unauthorized license file or credential; or

(c) RLM License Materials for a software version, server, host, user, seat, location, configuration, or other purpose not authorized by Neva.

6.3 Contractor shall not directly or indirectly attempt to:

(a) alter, remove, defeat, or interfere with encryption, access controls, digital signatures, watermarks, fingerprints, metadata, notices, or embedded identifiers;

(b) decrypt, decode, disassemble, unpack, reverse engineer, extract, export, translate, convert, or reconstruct the Licensed Model except for ordinary operations expressly approved in the Access Details and reasonably necessary for the approved services;

(c) bypass, disable, defeat, spoof, emulate, modify, or circumvent RLM, a license server, an activation requirement, or an expiration, host, user, seat, server, location, simultaneous-use, configuration, software, or model control;

(d) alter or falsify a system clock, time zone, host identifier, hardware identifier, network information, virtual-machine state, user identity, or other information used by the licensing system;

(e) use snapshots, clones, copies, restores, rollbacks, virtual machines, containers, cached files, or similar methods to duplicate access or extend or expand the approved scope or Access Period;

(f) intercept, copy, replay, redirect, manipulate, or simulate license-server communications;

(g) modify, forge, duplicate, generate, or attempt to generate an RLM license file, credential, key, token, or authorization;

(h) transfer or reuse RLM License Materials with another model, software platform, software version, server, Customer, contractor, or configuration;

(i) continue using or attempt to reactivate the Licensed Model after suspension or expiration of the Access Period; or

(j) create, distribute, request, obtain, or share tools, services, procedures, credentials, or instructions intended to enable a prohibited activity.

6.4 Regardless of whether an export, extraction, conversion, mesh, Derived Model Material, temporary file, cached file, recovery copy, Result, or other representation of the Licensed Model is otherwise permitted, Contractor shall not create, retain, use, distribute, or enable use of that material for the purpose or with the effect of avoiding, bypassing, replacing, disabling, or reducing the operation or effect of the RLM License Materials, another license-protection mechanism, an activation or license-server requirement, an expiration, suspension, or termination control, or any user, seat, host, server, location, simultaneous-use, configuration, software, model, Customer, project, or other limitation stated in the Access Details, Customer Order, or Customer Agreement or enforced through the licensing mechanism.

6.5 Contractor shall not use an exported, extracted, converted, cached, or derived copy to continue or enable use after suspension or expiration; to permit use by an unapproved person or on an unapproved system; or to obtain use that would require an additional or different license or access authorization. The technical ability to access or use material without an RLM license check does not grant or expand any right. A downstream operation expressly approved by Neva does not violate this Section solely because that approved operation does not independently perform an RLM license check, provided all use remains within the Access Details and Customer's authorized license scope.

6.6 Nothing in this Undertaking prohibits an activity that applicable law affirmatively permits and does not allow the parties to restrict by contract. To the extent legally permitted, Contractor shall notify Neva before undertaking such an activity and provide Neva a reasonable opportunity to supply information or assistance that would avoid the need for circumvention.

6.7 An actual or attempted violation of this Section is a material breach of this Undertaking.

7. RESULTS AND CONTRACTOR WORK PRODUCT

7.1 Contractor may create Results and other work product only through authorized access and solely to perform the approved services for Customer.

7.2 Contractor may deliver Results to Customer and, at Customer's or Neva's direction, to Neva. Except as expressly permitted by the following sentence, Contractor shall not deliver Results or related work product to another person if they contain, disclose, embody, or permit extraction or reconstruction of Protected License Materials. If the Access Details expressly authorize regulatory-submission assistance, Contractor may, at Customer's written direction, disclose Derived Model Materials or other materials containing Protected License Materials to a governmental regulatory authority on Customer's behalf, but only to the extent permitted under the Customer Agreement. Contractor shall disclose no more than is reasonably necessary, clearly identify the disclosed materials as Neva confidential and proprietary, request confidential treatment to the fullest extent available, and grant no license or right in the Protected License Materials except to the extent necessary for the authority to review and retain the submission as permitted or required by applicable law.

7.3 Any output, file, image, animation, data set, mesh, conversion, or other material that contains, reveals, embodies, or permits extraction or reconstruction of Protected License Materials is itself a Protected License Material and remains subject to every applicable restriction in this Undertaking.

7.4 As between Contractor and Customer, ownership of clean Results and independently created work product is determined by their separate agreement. Neva claims no ownership merely because clean Results were created through authorized use of the Licensed Model. That ownership does not limit Neva's rights in Protected License Materials or the use, disclosure, reconstruction, attribution, anti-circumvention, and deletion restrictions in this Undertaking.

7.5 After the approved services or Access Period ends, Contractor may retain only clean, non-reconstructive Results that Contractor is legally or contractually required to retain. Retained Results must remain confidential, may be used only for recordkeeping or obligations to Customer, and may not be reused for Contractor, another customer, training, benchmarking, marketing, portfolio, or product-development purposes.

7.6 Contractor shall not publish or publicly present a benchmark, screenshot, model image, animation, geometry, finding, technical comparison, paper, poster, presentation, case study, customer story, or other material resulting from access without Neva's and Customer's prior written approval. Approval of particular material does not authorize disclosure of any other Protected License Material.

7.7 Contractor shall not use Protected License Materials, or any output that contains, reveals, embodies, or permits extraction or reconstruction of Protected License Materials, to train, fine-tune, test, validate, develop, or improve an artificial-intelligence system, machine-learning model, surrogate or reduced-order model, anatomical or biological model, model library, or product or service intended to replicate, substitute for, or materially compete with the Licensed Model or a Neva model-licensing offering.

7.8 Contractor shall not include the Licensed Model, a Derived Model Material, RLM License Materials, or other Protected License Materials in a deliverable to Customer or another person except to the extent the Access Details and Customer's license expressly authorize that delivery.

8. SECURITY, INCIDENT RESPONSE, AND COMPLIANCE VERIFICATION

8.1 Contractor shall use reasonable administrative, technical, and physical safeguards appropriate to the sensitivity and value of Protected License Materials and no less protective than the safeguards Contractor uses for its own most sensitive proprietary technical materials.

8.2 Contractor shall limit permissions to Approved Contractor Personnel, protect credentials and host information, use secure transmission methods, prevent unauthorized copying and removable-media use, and maintain access controls and logs appropriate to the Approved Environment.

8.3 Contractor shall notify Neva and Customer promptly, and no later than seventy-two hours after discovery, of any known or reasonably suspected:

(a) loss of Protected License Materials;

(b) unauthorized access, acquisition, copying, storage, use, disclosure, posting, or transmission;

(d) attempt to bypass, tamper with, or evade a protection or licensing control.

Notice to Neva must be sent to the Neva contact identified in the Contractor Access Authorization Email or another security contact designated by Neva.

8.4 Contractor shall reasonably cooperate with Neva and Customer to investigate, contain, remove, recover, and prevent recurrence of an incident. Cooperation includes preserving relevant evidence, disabling affected access, requesting takedown of improperly posted materials, identifying affected persons and systems, and providing reasonable information about the incident and response.

8.5 Upon reasonable request, Contractor shall provide written certification and reasonable supporting information confirming compliance with the personnel, access, storage, security, expiration, and deletion requirements of this Undertaking.

8.6 Neva will first request the certification described in Section 8.5 when reasonably practicable. If that certification does not resolve a reasonable, good-faith concern regarding material noncompliance, Neva may, upon at least five business days' written notice, verify Contractor's compliance. Verification will be remote where practicable, during normal business hours, in a manner that does not unreasonably interfere with Contractor's operations, and subject to Contractor's reasonable security and confidentiality requirements. Contractor shall provide reasonable access only to records, access logs, installation records, and knowledgeable personnel relevant to the identified concern.

8.7 Each party will bear its own verification costs. If verification confirms that Contractor materially exceeded the authorized scope or materially breached Sections 4 through 6, Contractor shall reimburse Neva for reasonable, documented, out-of-pocket fees and expenses actually paid to an independent auditor, forensic consultant, or other third party and directly attributable to the verification. Reimbursable costs do not include Neva's internal personnel time, salaries, overhead, or general administrative expenses.

8.8 Depending on the Approved Environment, RLM and the Licensed Model may generate technical information relating to licensing and use, including host names, host or hardware identifiers, user names, license check-out and check-in times, software and model versions, and error information. Neva may receive and use this information only to the extent generated by a Neva-managed licensing system, made available to Neva by Customer or Contractor, or otherwise collected through the Approved Environment, and only to administer and secure access, verify compliance, provide support, and prevent unauthorized use.

8.9 Contractor's acceptance creates direct obligations to Neva. It does not release or reduce Customer's separate obligations or responsibility under the Customer Agreement and Customer Order, and Neva may not obtain duplicative recovery for the same harm.

9. CONFIDENTIALITY

9.1 "Confidential Information" means nonpublic information disclosed by one party to the other that is marked confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

9.2 All Protected License Materials and nonpublic information about Neva's models, licensing controls, security measures, product plans, and technical operation are Neva Confidential Information whether or not marked. Contractor's nonpublic security, personnel, and compliance information provided to Neva under this Undertaking is Contractor Confidential Information when it satisfies Section 9.1.

9.3 Each receiving party shall use the other party's Confidential Information only as necessary to perform or exercise rights under this Undertaking, protect it using at least reasonable care, and disclose it only to personnel who have a need to know and are bound by confidentiality obligations at least as protective as this Undertaking. Access to Protected License Materials remains limited to Approved Contractor Personnel notwithstanding this Section.

9.4 Confidential Information does not include information the receiving party can document:

(a) was lawfully known without restriction before disclosure;

(b) becomes public through no breach of this Undertaking;

(d) is independently developed without use of or reference to the disclosing party's Confidential Information.

9.5 If disclosure is legally required, the receiving party may disclose only the portion legally required and, where permitted, shall provide prompt notice and reasonable assistance in seeking confidential treatment.

9.6 These confidentiality obligations continue for five years after expiration or termination. Obligations relating to trade secrets continue for as long as the information qualifies as a trade secret. The access, use, nondisclosure, anti-circumvention, storage, and deletion restrictions applicable to Protected License Materials survive according to their terms.

9.7 The fact that information contained in or relating to the Licensed Model or RLM License Materials becomes publicly available, or that Contractor lawfully receives similar information from a third party, does not grant Contractor a license or other right in any Protected License Material received from Neva, expand the limited access authorized by Neva, or excuse compliance with this Undertaking.

9.8 The access, use, personnel, anti-circumvention, storage, publication, and deletion restrictions in Sections 3 through 8 and 10 are independent covenants. They apply according to their terms regardless of whether any Protected License Material continues to qualify as Confidential Information or as a trade secret, and they are not excused by an exception in Section 9.4.

10. TERM, SUSPENSION, CESSATION, AND DELETION

10.1 This Undertaking begins when Contractor submits the Contractor Access Acceptance Confirmation and remains effective while an Access Authorization or surviving obligation remains in effect. Contractor access may begin only when all conditions in Section 2.6 have been satisfied.

10.2 The Access Period ends at the earliest of:

(a) the expiration date or end of the period stated in the Access Details;

(b) expiration, suspension, or termination of Customer's applicable license or the relevant Customer Order;

(d) termination of Contractor's engagement with Customer;

(e) the date an individual ceases to qualify as Approved Contractor Personnel, with respect to that individual; or

(f) Neva's suspension, revocation, or termination of the applicable access.

10.3 Contractor access does not renew, extend, transfer, or convert automatically. Customer's renewal of its license, continued technical access, continuing possession of files, or a continuing relationship between Customer and Contractor does not extend the Access Period. Any extension or new engagement requires Neva's written authorization and, when required, new or replacement RLM License Materials and a new Contractor Access Acceptance Confirmation.

10.4 Neva may immediately suspend or revoke access if it reasonably believes Protected License Materials have been compromised, Contractor or another person has violated Sections 3 through 8, continued access presents a material security, legal, intellectual-property, export-control, or regulatory risk, Customer requests revocation, Customer's license is not in effect, or suspension is required by law or a third-party rights holder. Neva will provide prompt notice when legally and reasonably practicable.

10.5 During a suspension, Contractor shall immediately stop the affected access and use but shall not delete, alter, or dispose of Protected License Materials, logs, or records relevant to the matter under investigation until Neva confirms that preservation is no longer required. If Neva lifts the suspension, access resumes only within the remaining Access Period unless Neva expressly agrees otherwise.

10.6 Upon expiration, revocation, or termination, or when an individual's access ends, Contractor shall immediately stop accessing and using the affected Licensed Model, Derived Model Materials, and RLM License Materials, disable credentials and access, and cease all affected activity.

10.7 Within five business days after access ends, Contractor shall permanently delete or destroy:

(a) the Licensed Model and Documentation;

(b) all RLM License Materials, credentials, keys, tokens, and configuration information;

(d) all affected Derived Model Materials in local, shared, cloud, email, collaboration, backup, and removable-media storage; and

(e) all outputs that contain, disclose, embody, or permit extraction or reconstruction of Protected License Materials.

10.8 Routine system backups may remain until overwritten in the ordinary course only if they are not readily accessible for use, are not restored except for disaster recovery, and remain protected under this Undertaking. If restored, the affected Protected License Materials must be deleted again promptly. Contractor may also retain copies of Protected License Materials solely to the extent and for the period that retention is required by applicable law, a regulatory authority, a litigation hold, or another bona fide legal obligation. Retained copies remain Protected License Materials, must continue to be protected under this Undertaking, may not be restored to active use or used for any other purpose, and must be permanently deleted when the retention requirement ends. Notwithstanding the foregoing, Contractor may use and disclose a retained copy solely to respond to a governmental regulatory authority concerning the same submission first made during the Access Period, but only at Customer's written direction and with Neva's prior written authorization, subject to the safeguards in Section 7.2 and provided that Contractor does not access or use the Licensed Model, create new Derived Model Materials, or otherwise access or use Protected License Materials beyond the limited response authorized by this Section.

10.9 At Neva's or Customer's request, Contractor shall provide a written certification of cessation, access revocation, return, and deletion signed or electronically confirmed by an authorized representative.

10.10 Contractor may retain clean Results only as permitted by Section 7.5. Retention of Results does not authorize continued access to the Licensed Model or retention or use of Derived Model Materials or other Protected License Materials.

10.11 Contractor shall not retain, reactivate, transfer, reuse, or treat any prior access, file, environment, credential, or RLM License Material as authorization for another Customer, project, service, system, user, location, or period.

10.12 Any access to or use of the Licensed Model, Documentation, Derived Model Materials, or RLM License Materials by Contractor or its personnel after the Access Period ends, outside the approved engagement, for Contractor's own benefit or for another customer, client, or engagement, or otherwise in excess of the Access Details, is unauthorized and constitutes a material breach.

10.13 For each commercial licensing unit that would have been required to authorize the actual scope of the unauthorized use, Contractor shall pay Neva an unauthorized-use charge as liquidated damages. For this purpose, a "commercial licensing unit" means the applicable user, seat, server, site, enterprise, or other pricing unit, taking into account the node-locked, floating, or other licensing configuration that Neva would ordinarily require for the corresponding Licensed Model and scope of use. The charge will be calculated using Neva's publicly posted price for a one-month commercial license of the corresponding Licensed Model and licensing unit, as in effect on the date the unauthorized use began, or, if no such price is publicly posted, Neva's shortest-term standard commercial license offering for the most nearly corresponding Licensed Model and licensing unit in effect on that date, normalized to a one-month rate based on that offering's term, as shown in Neva's contemporaneous pricing records. For purposes of this Section 10, a "Monthly Period" is the period between successive monthly anniversaries of the date the unauthorized use began; a monthly anniversary occurs on the same numerical day of the month as that start date or, if a month has no corresponding numerical day, on the last day of that month. The charge will equal one applicable monthly rate for each completed Monthly Period, plus one-thirtieth of that monthly rate for each additional day or part of a day not included in a completed Monthly Period. The calculation runs from the date the unauthorized use began through the date that use permanently ceases. The parties acknowledge that, when this Undertaking is accepted, the duration, scope, consequences, and value of potential unauthorized use would be difficult to determine, and agree that this charge is a reasonable forecast of the value and damages likely to result from such use and is not a penalty.

10.14 The charge is Neva's monetary remedy for the value of the unauthorized use in lieu of actual damages for the same use. It does not limit recovery for separate, nonduplicative harm resulting from unauthorized disclosure, copying, distribution, circumvention, a security incident, infringement, fraud, willful misconduct, or other distinct conduct. Neva will credit any amount recovered from Customer for the same Licensed Model, licensing unit, and period of unauthorized use, and may not obtain duplicative recovery from Contractor and Customer for the same use. Amounts payable under this Section are exclusive of applicable taxes and are due within thirty days after Neva's invoice. Payment does not authorize or ratify the unauthorized use or create any license or access right.

11. OWNERSHIP AND INTELLECTUAL PROPERTY

11.1 Neva and its licensors retain all right, title, and interest in and to the Licensed Model, Documentation, Protected License Materials, and all associated copyrights, trade secrets, patents, trademarks, know-how, database rights, and other intellectual-property rights.

11.2 The Licensed Model is licensed to Customer, not sold, and is not licensed to Contractor. Contractor receives only the limited access expressly authorized under this Undertaking and the Access Details. No ownership or intellectual-property right transfers to Contractor.

11.3 Contractor is not required to assign to Neva Contractor's preexisting tools, independently created additions, or original materials merely because they are used in the approved services. To the extent a material contains, reproduces, or depends upon protected elements of the Licensed Model, however, it remains a Protected License Material and may be used only as authorized.

11.4 If Contractor voluntarily provides suggestions, comments, corrections, or other feedback concerning the Licensed Model, Neva may use that feedback without restriction or payment, provided Neva does not publicly identify Contractor or Customer as the source without permission.

11.5 The Reprise License Manager software is licensed by its owner and not by Neva. Contractor's use of that software is subject to its own license terms, and Neva grants no right in it beyond the technical access necessary for the approved services.

11.6 Contractor may not use Neva's or Customer's name, trademarks, logos, or the existence of the engagement in advertising, customer lists, case studies, press releases, endorsements, proposals, or other publicity without the applicable party's prior written consent.

12. WARRANTIES AND LIMITATION OF LIABILITY

12.1 Neva represents that it has authority to enter into this Undertaking and to authorize the limited contractor access described herein.

12.2 EXCEPT FOR SECTION 12.1 AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE LICENSED MODEL, RLM LICENSE MATERIALS, DOCUMENTATION, SUPPORT, UPDATES, ACCESS, AND ALL OTHER MATERIALS AND SERVICES ARE PROVIDED TO CONTRACTOR "AS IS," "AS AVAILABLE," AND WITH ALL FAULTS. NEVA DISCLAIMS ALL OTHER EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, COMPATIBILITY, PERFORMANCE, AND RESULTS.

12.3 BIOLOGICAL AND ANATOMICAL MODELS ARE SIMPLIFIED REPRESENTATIONS BASED ON PARTICULAR SOURCE DATA. THEY MAY CONTAIN INACCURACIES, OMISSIONS, APPROXIMATIONS, OR ARTIFACTS AND MAY NOT REPRESENT THE ANATOMY OR PHYSICAL CHARACTERISTICS OF ANY PARTICULAR PERSON, PATIENT, OR POPULATION.

12.4 THE LICENSED MODEL IS NOT PROVIDED BY ITSELF FOR DIRECT CLINICAL DIAGNOSIS, TREATMENT, PATIENT-SPECIFIC DECISION-MAKING, OR OTHER DIRECT PATIENT CARE. NEVA DOES NOT REPRESENT THAT A STANDALONE LICENSED MODEL, A MODIFIED MODEL, A DIFFERENT SOFTWARE ENVIRONMENT, OR A USE OUTSIDE AN EXPRESSLY IDENTIFIED CONTEXT IS CLEARED, APPROVED, QUALIFIED, OR CERTIFIED BY THE U.S. FOOD AND DRUG ADMINISTRATION OR ANOTHER REGULATORY AUTHORITY.

12.5 Contractor is solely responsible for its services, work product, professional judgments, methods, personnel, systems, compliance obligations, and verification of Results before relying on or delivering them. Contractor shall not make a representation or warranty on Neva's behalf.

12.6 Any warranty, support obligation, refund right, third-party claim remedy, or other commercial remedy under the Customer Agreement or Customer Order belongs solely to Customer unless Neva expressly agrees otherwise in writing. Contractor is not a third-party beneficiary of those rights.

12.7 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEVA AND ITS MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, LICENSORS, AND SUPPLIERS WILL NOT BE LIABLE TO CONTRACTOR FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, USE, OR OPPORTUNITY, ARISING FROM OR RELATING TO THIS UNDERTAKING, THE ACCESS, OR THE LICENSED MODEL.

12.8 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEVA'S TOTAL AGGREGATE LIABILITY TO CONTRACTOR ARISING FROM OR RELATING TO THIS UNDERTAKING OR THE ACCESS WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS.

12.9 The exclusions and limitations in this Section apply regardless of the legal theory asserted, even if Neva was advised that damages were possible, and even if a limited remedy fails of its essential purpose. Nothing excludes or limits liability that applicable law does not permit the parties to exclude or limit. This Section does not limit Contractor's obligations under Sections 3 through 11, 13, or 14, liability for fraud or willful misconduct, or Neva's right to equitable relief.

13. CONTRACTOR INDEMNIFICATION

13.1 To the extent permitted by applicable law, Contractor shall defend, indemnify, and hold harmless Neva and its members, managers, employees, contractors, licensors, and suppliers from third-party claims, losses, liabilities, damages, judgments, penalties, costs, and reasonable attorneys' fees arising from:

(a) Contractor's breach of Sections 3 through 10, 11.6, or 14;

(b) unauthorized access, use, storage, disclosure, posting, distribution, modification, export, or circumvention by Contractor or its personnel;

(c) Contractor's services, work product, professional acts or omissions, claims, or representations, except to the extent a claim is covered by a written indemnity Neva expressly provides to Contractor;

(d) Contractor-provided data, materials, tools, designs, instructions, or specifications; or

(e) Contractor's violation of applicable law or third-party rights.

13.2 Neva shall provide reasonable notice of an indemnified claim and allow Contractor to control the defense, provided Contractor may not settle a claim in a manner that admits wrongdoing by, imposes an obligation on, or fails to fully release Neva without Neva's prior written consent. Neva may participate with counsel of its choice at its own expense.

13.3 Except for a separate written agreement signed by Neva, Neva has no obligation to defend or indemnify Contractor.

13.4 This Section does not permit duplicative recovery for the same harm.

14. COMPLIANCE WITH LAW, EXPORT CONTROLS, AND DATA PROTECTION

14.1 Each party shall comply with laws applicable to its activities under this Undertaking. Contractor shall comply with all laws and regulations applicable to its access, possession, use, storage, disclosure, transfer, and export of Protected License Materials and Results.

14.2 Contractor shall not export, re-export, release, or transfer Protected License Materials in violation of the U.S. Export Administration Regulations, U.S. economic-sanctions laws administered by the U.S. Department of the Treasury's Office of Foreign Assets Control, or the laws of another applicable jurisdiction.

14.3 Contractor shall not permit access by or for a person or entity, or from a country or territory, when that access is prohibited or restricted by applicable export-control or sanctions laws.

14.4 Contractor is responsible for determining the export classification, destination, end user, end use, and authorization requirements applicable to Contractor's activities and for obtaining any required approval, license, consent, or authorization before engaging in a controlled transfer or release.

14.5 Contractor represents that it and Approved Contractor Personnel are not prohibited by applicable export-control or economic-sanctions law from receiving Protected License Materials. Contractor shall notify Neva promptly if this representation ceases to be accurate.

14.6 To the extent a Protected License Material constitutes controlled software, technology, or source code, applicable export-control law may treat its release to a foreign person in the United States as an export. Contractor is responsible for determining whether authorization is required and for obtaining it before permitting access.

14.7 Each party shall comply with applicable data-protection law. Neva may process limited business-contact information submitted through the Contractor Access Acceptance Confirmation and technical licensing information described in Section 8.8 as reasonably necessary to evaluate, authorize, administer, secure, support, and verify contractor access, prevent unauthorized use, and communicate with Contractor and Customer. Additional information about Neva's handling of personal data can be found in the privacy notice at www.nevaem.com.

14.8 Contractor shall provide any notice and obtain any consent or other authorization required under applicable law before providing Neva with personal data relating to its personnel. Contractor shall not provide Neva with special-category, health, biometric, financial, or other sensitive personal data, and shall not provide personal data beyond what is reasonably necessary for the stated purpose.

15. GENERAL PROVISIONS

15.1 This Undertaking and the Contractor Access Authorization Email constitute the entire agreement between Neva and Contractor concerning the approved contractor access and supersede prior or contemporaneous discussions, proposals, representations, or communications concerning that access.

15.2 This Undertaking supplements the Customer Agreement and Customer Order solely by creating Contractor's direct obligations to Neva. It does not amend the Customer Agreement or Customer Order, expand Customer's license, grant Contractor an independent license, release or reduce Customer's obligations, or give Contractor any right or remedy belonging to Customer.

15.3 The version of this Undertaking presented to and accepted by Contractor governs the applicable Access Authorization. Neva may revise its website terms prospectively, but a later version will not modify an existing Access Authorization unless Contractor accepts the revised version or Neva and Contractor otherwise agree in writing. A new Access Authorization may be conditioned on acceptance of the version then presented.

15.4 Except for Access Details and changes expressly permitted by this Undertaking, an amendment must be in writing and accepted by authorized representatives of Neva and Contractor. Electronic acceptance is sufficient when the amendment is clearly presented as an amendment and the accepting individual has authority to bind Contractor.

15.5 Contractor may not assign or transfer this Undertaking, an Access Authorization, or any access right without Neva's prior written consent. Neva may assign this Undertaking to an affiliate or in connection with a merger, reorganization, financing, acquisition, or sale of all or substantially all of the relevant business or assets. An unauthorized assignment is void.

15.6 Notices may be delivered by email to the addresses used in the Contractor Access Acceptance Confirmation and Contractor Access Authorization Email. Notices to Neva must also be sent to info@nevaem.com. A notice sent by email is deemed received on the day sent if sent on a business day before 5:00 p.m. in the recipient's local time, and otherwise on the next business day, unless the sender receives an automated delivery-failure message. A party shall promptly notify the other of a change to its notice information.

15.7 This Undertaking is governed by the laws of the Commonwealth of Massachusetts, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Neva's right to seek equitable relief, Neva and Contractor consent to the exclusive jurisdiction of the state and federal courts located in Massachusetts. Notwithstanding the foregoing, Neva may bring an action to protect its intellectual property, Confidential Information, or Protected License Materials, or to enforce Sections 3 through 11 or 14, in a court of competent jurisdiction where Contractor is located, where Contractor has assets, or where the relevant conduct occurred.

15.8 Unauthorized access, use, disclosure, distribution, posting, export, or circumvention may cause harm that cannot be adequately remedied by monetary damages. Neva may seek injunctive or other equitable relief in a court of competent jurisdiction, in addition to other available remedies. Neva may not obtain duplicative recovery for the same harm.

15.9 If a provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted, and the remaining provisions will remain effective.

15.10 A failure or delay in enforcing a provision is not a waiver. A waiver applies only to the specific instance for which it is given in writing.

15.11 Neva and Contractor are independent contractors. This Undertaking does not create a partnership, joint venture, agency, fiduciary, employment, franchise, or exclusive relationship. Contractor has no authority to bind Neva.

15.12 Except for Neva's licensors and the persons protected under Sections 12 and 13, this Undertaking creates no right or remedy in a third party.

15.13 Neither party is liable for delay or failure caused by an event beyond its reasonable control, including natural disaster, war, terrorism, labor disruption, governmental action, utility or internet failure, or widespread service-provider outage, except that this Section does not excuse Contractor's duties to protect Protected License Materials, report an incident, stop access when required, or complete cessation and deletion obligations.

15.14 Headings are for convenience only. "Including" means "including without limitation." References to writing include electronic communications where permitted by this Undertaking. A reference to a Section includes its subsections unless the context requires otherwise.

15.15 If Contractor is a governmental or public entity, the individual accepting represents that Contractor is legally permitted to accept these terms and that any mandatory requirement has been disclosed to and accepted by Neva before access. No provision is intended to require a governmental Contractor to waive a protection that applicable law does not permit it to waive; that limitation does not expand access or authorize activity outside the Access Details.

15.16 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEVA AND CONTRACTOR EACH KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN AN ACTION OR PROCEEDING ARISING FROM OR RELATING TO THIS UNDERTAKING, THE ACCESS, OR THE LICENSED MODEL.

15.17 Sections 2.9, 3.1, 3.3 through 3.6, 4 through 9, 10.5 through 10.14, and 11 through 15, together with provisions that by their nature should survive, remain effective after expiration, revocation, or termination.

ACCEPTANCE

By checking the acceptance box and submitting the Contractor Access Acceptance Confirmation, the individual submitting the form acknowledges that the individual has read, understood, and agreed to this Undertaking and the applicable Access Details and represents that the individual is Contractor or is authorized to bind Contractor.

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NEVA ELECTROMAGNETICS LLC CONTRACTOR ACCESS UNDERTAKING