Patient engagement agreement – FNAT APP

LEO PHARMA A/S

TABLE OF CONTENTS

  1. PURPOSE
  2. SERVICE(S)
  3. COMPLIANCE
  4. REMUNERATION
  5. CONFIDENTIALITY
  6. INTELLECTUAL PROPERTY RIGHTS
  7. DATA PRIVACY 
  8. TERM AND TERMINATION
  9. INDEPENDENT SERVICE PROVIDER
  10. LAW AND VENUE
  11. SIGNATURES AND COMPLETENESS OF THE AGREEMENT

This Patient Engagement Agreement (the “Agreement”) effective as of today (the “Effective Date”) is made by and between

LEO Pharma A/S

Industriparken 55

2750 Ballerup

Denmark

(Hereinafter referred to as “LEO Pharma”)

and

the “Participant

(hereinafter individually referred to as “Party” and collectively as the “Parties”)

 

1. PURPOSE

1.1. The purpose of this Agreement is to describe the terms and conditions under which the Participant shall provide certain services in connection with testing a prototype of a mobile application dedicated to assess if the participant symptoms are likely to be scabies. The testing takes place remotely using Zoom to record the patient’s screen. 

2. SERVICE(S)

2.1. The Participant supports LEO Innovation Lab in developing a solution aiming at helping patients looking for answers regarding their scabies lookalike symptoms. The participant will be asked to provide feedback about the solution and his/her experience of her/his symptoms.The Participant accepts to download LEO Innovation Lab scabies likelihood mobile application and use it while her/his screen is being recorded and the user researchers ask him/her questions regarding her/his experience.The use of the app requires the participant to answer questions about her/his symptoms and may imply taking images of her/his rash. The photos, quotes, screenshots and videos will only be shared internally and after being anonymised with our partner hospitals (the “Services”).

2.2. The user tests and interviews will happen remotely through a third party conferencing application called Zoom. The session recording will be saved 360 days from LEO Innovation Lab google drive.

2.3. The Participant is requested to review and approve this agreement using google form prior to the remote user test. Mélanie Bourlioux, Tlf.: +45 53 76 17 00 e-mail: melanie.bourlioux@leoilab.com is the responsible person collecting the agreements and contact person in case of withdrawal.

3. COMPLIANCE

3.1. The Participant represents and warrants that:

3.2.1. The Participant has and during the term of the Agreement maintains all approvals; licenses and permissions necessary to fulfil its obligations hereunder, and; 

3.1.2. the performance of the Services and the acceptance of the remuneration do not conflict with any other agreements, arrangements, obligations or policies to which the Participant is subject or a party to.

4. REMUNERATION

4.1. The Participant will receive a 250DKK voucher in connection with the Services for the Services (including preparation time) when the Services have been rendered.

5. CONFIDENTIALITY

5.1 The Participant has access to LEO Pharma confidential information including but not limited to present and future products of LEO Pharma and other commercial and business-related information. 

5.2. By confirming the present agreement, the Participant agrees not to use or disclose to third parties any confidential information received under the Agreement except for information that is already made available to the public or is or becomes public knowledge through no fault of the Participant. It is understood that these obligations of confidentiality will last for a period of five (5) years from the date of any disclosure.

6. INTELLECTUAL PROPERTY RIGHTS

6.1. Any and all summaries, photographs, films or other recordings taken of the Participant and quotes, drawings, materials, presentations and other data made by the Participant in connection with the Services (the “Materials”) and any and all information, materials, data, documents provided or disclosed to the Participant by or on behalf of LEO Pharma, and any rights, inventions, improvements, modifications or other developments that are made by LEO Pharma based partly or wholly on the Services provided by the Participant or the Materials (the “LEO Pharma Materials”) shall be the property of LEO Pharma. Nothing in this Agreement shall be construed as granting to the Participant, by implication or otherwise, any license or proprietary right with respect to the Materials or the LEO Pharma Materials.  

6.2. The Participant shall not be entitled to publish any Materials or LEO Pharma Materials without the prior written consent of LEO Pharma, which consent LEO Pharma may withhold in its sole discretion.

6.3. LEO Pharma, including its Affiliates (as defined below) and assignees, have the absolute, unrestricted perpetual and worldwide right to reproduce, copy, modify, create derivatives of or otherwise use the Materials or any part thereof or in combination with other matter, in any media any purpose whatsoever, as LEO Pharma may choose; and display, publish, perform, exhibit, distribute, or broadcast the Materials by any means.

Affiliate” means, with respect to any Party, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Party at any time for so long as such Person controls, is controlled by or is under common control with such first Party. For the purpose of this definition “control” and, with correlative meanings, the terms “controlled by” and “under common control with” means: (a) the possession, directly or indirectly, of more than fifty percent (50%) of the voting securities or other ownership interests of a business entity, (b) the power, directly or indirectly, to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or corporate governance, or otherwise, or (c) the power, directly or indirectly, to elect or appoint fifty percent (50%) of the directors, managers, general partners, or persons exercising similar authority with respect to such Person.

Person” means any individual, corporation, partnership, trust, limited liability company, joint venture, partnership, association or other entity.

7. DATA PRIVACY

7.1. LEO Pharma is data controller and shall comply with the Regulation (EU) 2016/679 (General Data Protection Regulation) and applicable national supplementary acts when LEO Pharma is processing the Participant’s personal data under this Agreement. 

7. 2. As part of the Services provided by the Participant under this Agreement, LEO Pharma collects, processes, uses and discloses Participant’s personal data. Such personal data may include contact information, such as name, address, phone no., e-mail address and photographs, films, quotes or other recordings taken of the Participant included in the Material. This will also include special categories of personal data (i.e. health related information).

7.3. To ensure documentation and compliance with the internal policies of LEO Pharma, LEO Pharma and its Affiliates may make certain assessments (e.g. assessment of fair-market value and the Participant’s qualifications) based on the Participant’s personal data as listed in Clause 7.2. 

7.4 The Participant consents to LEO Pharma and its Affiliates’ use of the Participant’s personal data for the purpose described in Clauses 2 and 7.3 above.

7.5. LEO Pharma will retain the Participant’s personal data in accordance with Clause 8.1. When LEO Pharma no longer needs the Participant’s personal data LEO Pharma will remove it from its systems.

7.6. The Participant has the right to withdraw the consent given above at any time by contacting LEO Pharma at the contact details listed above in Clause 2.3. If the Participant chooses to withdraw the consent, it does not affect the legality of the processing of LEO Pharma of the Participant’s personal information based on the Participant’s prior consent until the date of withdrawal. If the Participant withdraws the consent it will not be effective until this date.

7.7. The Participant has several rights in relation to LEO Pharma processing the Participant’s personal data. If the Participant want to use these rights – as listed below – the Participant should contact LEO Pharma at the contact details listed above in Clause 2.3. 

  • The Participant is entitled to gain access into the personal data that LEO Pharma is processing about the Participant.
  • The Participant has the right to have any incorrect personal data of the Participant corrected. 
  • The Participant may, in certain instances, have the right to have personal data of the Participant deleted before the time of ordinary general deletion by LEO Pharma. 
  • The Participant may, in certain instances, have the right to limit the processing of the Participant’s personal data. If the Participant is entitled to limit processing, in future, LEO Pharma may only process the personal data – except for storage – with the Participant’s consent or for the purpose of determining, enforcing or defending legal claims, or for the protection of a person or important social interests.

7.8. The Participant is entitled to file a complaint with the Danish Data Protection Agency if the Participant is dissatisfied with the way LEO Pharma processes the Participant’s personal data. Contact information of Danish Data Protection Agency can be found at www.datatilsynet.dk.

Contact information on the Data Protection Officer:

  • By email: Dataprivacy@leo-pharma.com
  • On the phone: +45 4494 5888
  • By letter: LEO Pharma A/S, Industriparken 55, 2750 Ballerup, Denmark, c/o Data Protection Officer

8. TERM AND TERMINATION

8.1. This Agreement shall come into force on the Effective Date and shall remain in force until the Services have been rendered or – if agreed – when the Participant has made all deliverables to LEO Pharma, e.g. minutes from the meeting or reports. Upon expiration or termination for any reason Clauses 5, 6, 7, and 10 shall remain in force.

8.2. LEO Pharma may at any time terminate the Agreement with immediate effect by giving written notice of such termination to the Participant. In case of such termination, LEO Pharma shall pay the Participant the costs for the time spent prior to receipt of such notice. 

8.3. In case of material breach of this Agreement by the Participant, no remuneration will be paid. 

9. INDEPENDENT SERVICE PROVIDER

9.1. The Participant shall perform the duties hereunder as an independent contractor for all purposes and at all times. The Participant shall not be an employee or an agent of LEO Pharma. Hence, all issues regarding taxes, pension, insurance etc. are the responsibility of the Participant and are irrelevant to LEO Pharma.

10. LAW AND VENUE

10.1 This Agreement shall be governed by the laws of Denmark without regard to the conflict of law provisions.

10.2 In the event of any dispute arising out of or relating to any provision of this Agreement, the Parties shall try to settle any such dispute amicably on a good faith basis. If the Parties are unable to solve the dispute within reasonable time, the dispute shall be brought before the City Court of Glostrup, Denmark as the court of first instance.

11. SIGNATURES AND COMPLETENESS OF THE AGREEMENT

11.1. This Agreement constitutes the entire agreement between the Parties relating to the Services and no other express terms, written or oral, shall be incorporated into this agreement. 

11.2 The Agreement may be executed in one or more counterparts, each of which shall be an original and all of which shall constitute together the same document. The Parties agree that the execution of this Agreement by standard industry signature software and/or and/or checking a checkbox and/or by exchanging PDF signatures shall have the same legal force and effect as the exchange of original signatures. 

LEO Pharma A/S

Mélanie Bourlioux

Product Manager