Champions Program Participation Agreement

Version: March 20, 2025

1. Welcome to the Champions Program

The Champions Program (“Champions Program”) is operated by Catalant Technologies, Inc. (“we” or “Catalant”).  

Catalant is running this Champions Program as a pilot to test our partnership with Champions in connection with our go-to-market strategy.  Participation in the Champions Program is by invitation only.  By accepting participation in the Champions Program, you (“you”, or “Champion”) agree to the terms of this Champions Program Participation Agreement (including the Schedules, this “Agreement”).  This Agreement incorporates the most up-to-date version of the schedules, standards, and policies relating to the Champions Program referenced in this Agreement a (“Schedules”).  Each Champion is asked to accept this Agreement without change.   

Champions are already Experts on Catalant’s Expert Marketplace (“Expert Marketplace”).  You acknowledge and agree that (a) your use of the Expert Marketplace will continue to be governed by the Terms of Use for Experts located at https://catalant.com/legal/expert-terms-of-use/ (the “TOU”), which are incorporated herein by reference; and (b) any Expert Services you provide to any Client will continue to be governed by the applicable Project Agreement.  Capitalized terms used in this Agreement that are not defined in this Agreement will have the definitions set forth in the TOU.  

The Champions Program is considered an add-on Service, and this Agreement constitutes supplemental terms as described in the TOU.  This means that this Agreement is in addition to the TOU and does not replace them.  Without limiting the foregoing, we highlight throughout this Agreement certain terms from the TOU that apply to the Champions Program for clarity.  

2. Responsibilities

2.1. Services; Champions Roles.  As part of the Champions Program, you will provide services and support in connection with our go-to-market strategy.  You agree to comply with any guidelines, best practices, or instructions that Catalant provides in connection with the Champions Program, whether communicated to you directly, made available through our platform or website, or otherwise issued from time to time.  These guidelines may evolve as we refine the Champions Program, and your continued participation constitutes your agreement to abide by any updated requirements.  You will have additional responsibilities described in the Champions Roles and Compensation Schedule, including responsibilities specific to your role (“Champion Role”).

2.2. Champions Standard of Conduct.  All Champions must abide by the Champions Standard of Conduct.

2.3. Representatives.  You must obtain Catalant’s prior written approval (email acceptable) to engage subcontractors to perform any of your obligations under this Agreement.  All Champion employees, approved subcontractors, or anyone who participates in the Champions Program on your behalf are referred to as “Representatives” in this Agreement.   Champion (a) is responsible for any breach of this Agreement by its Representatives, (b) assumes full and sole responsibility for the acts or omissions of its Representatives, and (c) is responsible for payment of all compensation and expenses for its Representatives and for all state and federal income tax, unemployment insurance, social security, disability insurance, and other applicable withholdings.

3. Relationship of the Parties.  The relationship between you and Catalant is that of independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement.  Champion will at all times act in a manner consistent with Champion’s status as an independent contractor.  Except as otherwise agreed to by you and Catalant in writing, all of your responsibilities and obligations under this Agreement will be performed at your sole cost and expense.  Unless authorized by in writing, neither Catalant nor you are authorized to bind the other to any obligation.

4. Compensation

4.1. Fees & Payment.  Catalant does not charge a fee for you to join the Champions Program.  Catalant will provide compensation to you depending on your Champion Role.  See the Champions Roles and Compensation Schedule for more details. 

4.2. Taxes.  The Tax Reporting obligations set forth in Section 4.5 of the TOU will apply to any payments made to you under this Agreement.  

5. Term and Termination 

5.1. The term of this Agreement begins on the date you accept participation in the Champions Program (“Effective Date”) and continues until terminated by either you or Catalant pursuant to the terms of this Agreement (the “Term”).  Either you or Catalant may terminate your participation in the Champions Program and this Agreement at any time for any or no reason by giving the other party at least thirty (30) days written notice of termination (email acceptable). 

5.2. Either you or Catalant may terminate this Agreement and Champion’s participation in the Champions Program immediately upon written notice to the other for any of the following: (a) the other party is in breach of this Agreement and fails to cure the breach within ten (10) days of being notified of the breach; (b) the terminating party believes it may face liability in connection with Champion’s participation in the Champions Program; (c) the terminating party believes its brand or reputation may be negatively impacted by Champion’s participation in the Champions Program; (d) Catalant has made changes to this Agreement or to the Champions Program that impacts Champion’s eligibility or desire to continue participation; or (e) Champion’s participation as an Expert on the Expert Marketplace is terminated by Champion or Catalant pursuant to the TOU. 

5.3. Upon any termination of this Agreement, the following Sections will survive: 3, 4, 5.3, 6, 7, 8, 9, 10, and 11 of this Agreement, and any provisions identified as surviving in the Schedules.  Catalant will pay to you any unpaid, undisputed amounts due to you that were incurred as of the effective date of termination. 

6. Ownership; Confidentiality.  

6.1. Champion Materials.  You retain all right, title, and interest in and to any content, collateral, information, data, and other materials you develop prior to the Effective Date or independent of your participation in the Champions Program (“Champion Materials”).

6.2. Catalant Materials.  

(a) Catalant may provide you content, collateral, information, data, and other materials in connection with this Agreement or the Champions Program (“Catalant Materials”).  Subject to the terms and conditions of this Agreement, Catalant grants you a limited, non-exclusive, revocable license during the Term to use the Catalant Materials solely for fulfilling your obligations under this Agreement and for no other purpose.  

(b) Catalant Materials include our name, logo, domain names, website address, or other marks (“Catalant Marks”).  Catalant Marks are proprietary and nothing in this Agreement constitutes the grant of a general license for their use.  Any use of the Catalant Marks by Champion will (i) comply with our trademark guidelines provided to you by Catalant, and (ii) solely inure to the benefit of Catalant.  Champion will not attack the Catalant Marks or make any application to register the Catalant Marks or use any confusingly similar trademark, service mark, or trade name. 

(c) Catalant reserves all other right, title, and interest in and to (i) the Catalant Materials, (ii) any modifications to the Catalant Materials, and (iii) related intellectual property rights and associated goodwill to the foregoing.  

6.3. Work Product.  If you develop any Work Product (as defined in this Section) for Catalant in connection with the Champions Program, this Section 6.3 will apply.  “Work Product” means any deliverables, materials, ideas, information, and other works discovered, prepared, or developed by you for Catalant in connection with fulfilling your obligations under the Champions Program.  

(a) You will provide to Catalant the Work Product you develop.  All right, title and interest in and to the Work Product (excluding any Champion Materials) vests in Catalant, and is deemed to be a “work made for hire” as the term is defined in the United States Copyright Act, and to the extent it may not be considered a “work made for hire,” you hereby assign to Catalant, for no further consideration, all right, title and interest in and to the Work Product together with any related intellectual property rights.  You will provide Catalant reasonable cooperation in order to evidence, perfect, obtain, protect, defend, convey and enforce our rights in the Work Product.   

(b) As set forth in the Agreement, you retain all right, title, and interest in and to your Champion Materials.  Solely to the extent any Work Product incorporates any Champion Materials, you grant Catalant and its affiliates, for no further consideration, an unrestricted, royalty-free, perpetual, irrevocable license to make, have made, use, market, import, distribute, copy, modify, prepare derivative works, perform, display, disclose, sublicense and otherwise as needed to use the Work Product as intended. 

Example: If you write a report that is specifically for Catalant and the Champions Program, the report is considered Work Product and is owned by Catalant.  If you use a framework you created before joining the Champions Program, the framework is considered Champions Material and remains yours, but we can use it as part of the report.  If you later want to use that same framework for another project, client, etc., you’re free to do so.

6.4. Confidentiality.  The parties agree to be bound to the obligations set forth in Section 6 of the TOU with respect to any Confidential Information provided to the Receiving Party from the Disclosing Party under this Agreement or in connection with the Champions Program.  Without limiting anything in this Agreement or the TOU, Catalant’s Confidential Information includes the identity of any client (including prospective clients), confidential information about or from such clients or individuals at such clients, information about potential or ongoing projects, sales account plans, forecasting, Catalant financial data and performance, sales strategy, and sales goals.

6.5. Data Privacy.  If you have access to any personal information of our clients as part of the Champions Program, you must comply with our Data Processing Agreement (“DPA”), which is incorporated into this Agreement.  

7. Representations & Warranties.  Each party represents and warrants to the other that: (a) no authorization or approval from any third party is required in connection with such party’s participation in the Champions Program or performance of this Agreement; and (b) neither entering into this Agreement nor such party’s participation in the Champions Program will violate the terms or conditions of any other agreement to which such party is bound or any applicable law or regulation.  In addition, you represent and warrant to Catalant: (i) you will perform your obligations under this Agreement with in a competent and professional manner consistent with industry standards, (ii) you have  the proper skills, training and background to perform your obligations under this Agreement, and (iii) if you are accepting this Agreement on behalf of a firm or entity, you have the authority to bind the firm or entity to this Agreement.

8. Disclaimers.  EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7 ABOVE, (A) WE MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE CHAMPIONS PROGRAM OR ANY CATALANT MATERIALS, (B) THE CHAMPIONS PROGRAM AND CATALANT MATERIALS ARE PROVIDED “AS IS”, AND (C) TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  WE MAY DISCONTINUE THE CHAMPIONS PROGRAM, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF THE CHAMPIONS PROGRAM AT ANY TIME.  PARTICIPATION IN THE CHAMPIONS PROGRAM DOES NOT GUARANTEE THAT YOU WILL BE SELECTED FOR ANY OPPORTUNITIES.  WE MAKE NO PROMISES REGARDING THE VOLUME OR TYPE OF WORK AVAILABLE, AND ANY ENGAGEMENT WILL BE AT OURS AND/OR THE CLIENT’S DISCRETION.

9. Indemnification

9.1. By Catalant.  Catalant agrees to indemnify and hold you harmless from any and all claims, actions, damages, liabilities, costs, and expenses, including, but not limited to, reasonable attorneys’ fees (“Claims”) brought by a third party against you (a) arising from Catalant’s violation of this Agreement; and (b) alleging that your use of Catalant Materials as authorized in this Agreement infringes the intellectual property rights of such third party; provided, that, Catalant will not have any obligation to indemnify you under clause (b) to the extent the Claim arises from (i) any unauthorized modification of the Catalant Materials by you, or (ii) the combination Catalant Materials with other content not developed by Catalant, if the use of the Catalant Materials without such combination would not constitute infringement.

9.2. By You.  You agree to indemnify and hold harmless Catalant and its affiliates, officers, directors, employees, representatives and agents from any and all Claims arising from or relating to: (a) your violation of this Agreement; (b) your participation in the Champions Program (including the services you provide to Catalant, Catalant clients, or prospective clients in connection with the Champions Program); or (c) Catalant’s use of your Champions Material as authorized in this Agreement; provided, that, you will not have any obligation to indemnify Catalant under clause (c) to the extent the Claim arises from (i) any unauthorized modification of the Champion Materials by Catalant, or (ii) the combination your Champion Materials with other content not developed by you, if the use of the Champion Materials without such combination would not constitute infringement. 

9.3. Procedure.  The indemnification obligations in this Section 9 are subject to the indemnified party (a) promptly giving written notice of the Claim to the indemnifying party (provided that failure to do so will only relieve the indemnifying party of its obligations under this Section 9 to the extent such failure materially prejudices the indemnifying party’s ability to defend the Claim); (b) giving the indemnifying party sole control of the defense and settlement of the Claim (provided that the indemnifying party may not settle any Claim unless it releases the indemnified party of all liability); and (c) providing to the indemnifying party, at the indemnifying party’s cost, all reasonable assistance.  The indemnified party will have the right, at its sole expense, to participate in the defense of the Claim with counsel of its choice.

10. Limitation of Liability 

10.1 SUBJECT TO SECTION 10.3 AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR INDIRECT OR SIMILAR LOSSES OR DAMAGES OF ANY NATURE INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, COSTS OR DAMAGES DUE TO LOSS OF PROFITS, BUSINESS OPPORTUNITIES, REVENUE, GOODWILL, PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR THE LOSS OR COST OF RECREATING ANY DATA, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE CHAMPIONS PROGRAM, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT OR OTHERWISE, EVEN IF CATALANT WAS ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

10.2 SUBJECT TO SECTION 10.3 AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY TO YOU ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE CHAMPIONS PROGRAM WILL NOT EXCEED THE AMOUNTS PAID TO YOU BY CATALANT EARNED AS A CHAMPION DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10.3 THE LIMITATIONS OF LIABILITY SET FORTH IN SECTIONS 10.1 AND 10.2 ABOVE WILL NOT APPLY TO LIABILITY ARISING FROM (A) A PARTY’S FRAUD, GROSS NEGLIGENCE, OR WILFULL MISCONDUCT, (B) A PARTY’S INDEMNIFICATION OBLIGATIONS IN THIS AGREEMENT, (C) A PARTY’S BREACH OF SECTION 6.4, OR (C) A PARTY’S BREACH OF SECTION 6.5. 

11. Non-Compete; Dispute; General.  Youacknowledge that you will have access to highly valuable and competitive Catalant Confidential Information in connection with your participation in the Champions Program.  Accordingly, you agree that during the Term and for a period of twelve (12) months thereafter, you will provide us prior notice before partaking in any of the following activities: (a) creating or having ownership in a Competitive Entity (as defined herein); or (b) providing services directly to a Competitive Entity as your end client if such services are substantially similar to those you will provide to us as a Champion. “Competitive Entity” means any person or entity that operates a platform, marketplace or similar service that connects independent talent and customers (for example, without limiting the foregoing, BluWave, BTG, Graphite, Talmix, Toptal, Umbrex, and Upwork).  For clarity, nothing in this Section 11 prohibits you from signing up as a user of the Competitive Entity’s services and providing consulting, advisory, or other services to clients on such services.  In the event of a dispute, the process set forth in Section 11 of the TOU will apply.  In addition, the general provisions set forth in Section 12 of the TOU are incorporated in this Agreement by reference.

 

Champion Program Schedules

Below are the Champion Program Schedules (“Schedules”), which are incorporated by reference in the Champions Program Participation Agreement (“Agreement”).  Capitalized terms used in these Schedules that are not defined will have the definitions set forth in the Agreement. 

Champions Standard of Conduct

Champion Roles & Compensation Schedule 

Data Processing Agreement

Champions Standard of Conduct

Version: March 20, 2025

Without limiting your obligations elsewhere in the Agreement, we have developed this Champions Standard of Conduct to maintain the reputation of Catalant, the Champions Program, and your fellow Champions.      

1. Professional Standards.

(a) You will conduct yourself in a manner that reflects favorably upon Catalant and the reputation of the Champions Program.

(b) You will Maintain (and develop as necessary) sufficient knowledge in your area of expertise and/or industry.

(c) You will use best efforts to maintain an appropriate level of customer satisfaction with Catalant clients and prospective clients, and you will promptly inform us of any problems or service issues you encounter.  

(d) You will not misrepresent our relationship with you, and except as permitted in this Agreement, you will not express or imply any affiliation between us and you.  Without limiting the foregoing, you will not represent yourself as a Catalant Client Director, Catalant Client Partner, Catalant Associate, or Catalant employee. 

(e) You understand and agree that you do not have authority to negotiate or enter into any agreements on behalf of Catalant.  Any commitments or representations made without our express written consent are not binding.

2. Catalant Materials.  

(a) You will not make any representations, warranties, or claims about Catalant or any of Catalant’s offerings that are unsubstantiated or inconsistent with the Catalant Materials provided to you in connection with the Champions Program.

(b) For any Catalant Materials you have access to (e.g., branding, logos, decks, collateral, templates), you may only use them as provided, and you must follow any related instructions we give you.  You may not alter or create derivative works from the Catalant Materials unless we expressly authorize in writing. 

3. Confidentiality.

As part of the Champions Program, you may receive Confidenital Information from Catalant and directly from Catalant’s existing and prospective clients, including but not limited to business strategies, project details, client data, and other non-public information.  You must maintain the confidentiality of any non-public information about Catalant and our existing and prospective clients.  This means that will use Confidential Information solely for the purpose of fulfilling your obligations under the Champions Program and for no other purpose.  Additionally, you will not disclose, share, or make Confidential Information available to any third party without prior written consent from Catalant or the applicable client.  If you have access to client personal information, you must comply with our DPA. 

4. Catalant Facilities & Systems.

(a) If you visit any facilities of Catalant or its clients, you will comply with any on-site policies and procedures provide to you or are otherwise posted in the facilities. 

(b) If you are provided access to any Catalant network, systems (including a Catalant-provided email domain), software, tools, or equipment, you will (i) complete any trainings we provide that are required for such access, (ii) use such access solely for the purpose of fulfilling the obligations of your Champion Role and for no other purpose, (iii) limit such access to only what is necessary to fulfill the obligations for your Champion Role, and (iv) comply with any other acceptable use policies provided by us in connection with such access.

5. Compliance.  You will comply with all laws and regulations that apply to the performance of your obligations under the Champions Program, including:

(a) Required Disclosures.  Where an individual promotes the products or services of a company and has a financial relationship with that company, the Federal Trade Commission (FTC) requires that relationship to be disclosed (e.g., cash incentive, discounted or free products).  You are responsible for making required disclosures when promoting Catalant in compliance with these requirements.  The FTC provides easy-to-navigate guidance on complying with these disclosure requirements here: https://www.ftc.gov/business-guidance/resources/disclosures-101-social-media-influencers.  

(b) Conflicts of Interest.  You must disclose any actual or potential conflicts of interest that may affect your objectivity or ability to fulfill your obligations under the Champions Program.

(c) Anti-Bribery.  You will not engage in bribery, corruption, or any unethical business practices in connection with the Champions Program.

(d) Insider Trading Laws.  For clarity, you remain subject to the restrictions in Section 1.5(c)-(d) of the TOU apply, which pertain to the federal and state securities laws prohibiting any person from purchasing and selling securities on the basis of MNPI or from communicating such information to any other person.

6. Non-Circumvention.  You remain subject to the non-circumvention obligations set forth in Section 3.5 of the TOU.   

7. Community Standards.  ThisChampions Standard of Conduct in no way limits your obligations in the Community Standards located at https://catalant.com/legal/community-standards/. 

Champion Roles & Compensation Schedule

Version: March 20, 2025

This Champion Roles & Compensation Schedule describes your obligations and associated compensation.  

Responsibilities for All Champions

The purpose of the Champions Program is to leverage your expertise and consulting in areas where we do not have in-house capabilities.  Your contributions may include, but are not limited to strategic guidance, market insights, operational support to enhance our business initiatives, and general business development activities. 

In addition, you agree to attend any informational sessions and trainings required by Catalant for your participation in the Champions Program. 

Role-Specific Obligations; Compensation 

The terms used in this Champion Roles & Compensation Schedule are defined as follows:

“Client” means the businesses or organization currently using or interested in using Catalant’s services or offerings.

“Expert Services” means the consulting and/or other professional services provided by Expert(s) selected by a Client via Catalant or the Expert Marketplace.

“Net Bookings” means the net revenue Catalant will receive after deducting all Experts’ take-home pay, credit, allowances and discounts, price adjustments, revenue share, referral fees, and other payments made to partners or third parties (e.g., compliance fees) involved in the booking in the applicable period. 

“Engagement” means any project or any engagement, including any extensions thereto, between Client and one or more Experts for the provision of Expert Services pursuant to a fully signed Project Agreement.    

“Gross Bookings” means the total contracted value of the relevant Engagement agreed upon in the applicable Project Agreement, excluding credit, allowances and discounts, price adjustments, and other payments made to partners or third parties involved in the booking (e.g., compliance fees) in the applicable period.  

“Project Agreement” means the agreement(s) entered into for each Engagement that govern the terms and conditions under which the Expert Services are provided to a Client by the selected Expert(s).

“Team Engagement” means an Engagement with a team of three (3) or more Experts. 

Industry Lead
Role	Provides services supporting Catalant’s go-to-market organization to improve the conversion of client discussions and opportunities into Engagements at certain named accounts agreed upon by Industry Lead and Catalant (“Named Accounts”)
Services Include	Has deep subject matter expertise in a specific industry with track record of success delivering high-profile engagements and experience cultivating and managing senior client relationships Support our growth of the Experts community (e.g., identifying and closing gaps, identifying opportunities to support our Expert community) Assist with client development and account penetration and growth in your industry (e.g., identify opportunity for growth for our industry verticals; help us to prioritize business development opportunities; provide industry expertise on client calls; cultivate relationships with senior executives) Capacity building (e.g., upskill the Catalant team’s subject matter and industry knowledge gaps; assist in identifying the best external events, networking and other opportunities for specific industries)
Compensation	For each Engagement with a Named Account for which (a) you provided services as an Industry Lead and (b) the Project Agreement is fully signed during the Term, you will receive 8%* of the Net Bookings invoiced to Client for such Engagement. *Compensation is reduced to 5% if you are selected to provide Expert Services for the Engagement.
Invoicing Terms	Following each fiscal quarter during the Term, Catalant will provide you a report of the fees owed to you in such fiscal quarter.  You will invoice Catalant following receipt of the report.

Proposal Quarter Back (“PQB”)
Role	Provides services to Catalant relating to the proposal phase of a potential Engagement
Services Include	Has expertise in managing large consulting teams and proposal creation/presentation; skilled in slide creation Owns and manages the proposal process Assembles proposal team Ensures collaboration with the relevant sales stakeholders on the Catalant sales team and Principal SME throughout the process (e.g., through meetings and check-ins) and drives accountability Responsible for developing the proposal document presented to the client, including (without limitation) framing, scope, Engagement structure, and fees Provides post-mortem to Catalant (e.g., identifying factors contributing to Engagement opportunity win/loss, document handover, and providing feedback for Catalant’s future success on similar opportunities)
Compensation	$2,000 flat fee per proposal for a potential Team Engagement that is requested and approved by Catalant and submitted to a Client (“Proposal”). In addition, in the event your Proposal converts into a won Team Engagement during the Term, you will have the option of: (a)  providing Expert Services as an Expert for such Team Engagement; or (b) a bonus payment equal to 2% of the Gross Bookings for such Team Engagement invoiced to Client, capped at $50,000.00 USD.
Invoicing Terms	Proposal Invoicing Terms: Upon Catalant’s acceptance of the Proposal.  Bonus Invoicing Terms: Invoicing cadence will be determined by you and Catalant for the relevant Team Engagement, depending on the payment terms between Catalant and the applicable Client.

Principal Subject Matter Expert (SME)
Role	Provides services to Catalant demonstrating deep topic or industry expertise to build credibility with potential and existing Clients
Services Include	Deepens relationships with senior clients, gatekeepers and decision-makers in formal and informal ways Actively supports in the proposal creation process & pitch, significantly increasing our conversion/win rate Marketing & branding (e.g., evangelist for Consulting 2.0 model and Catalant, speaking opportunities) Business development (e.g., introduces Catalant to connections, showcases deep expertise in Catalant collateral) Support for engagements (e.g., participates in problem-solving discussions, builds rapport with senior Client stakeholder, socializes engagement results)
Compensation	For each Team Engagement for which (a) you provided services as a Principal SME and (b) the Project Agreement is fully signed during the Term, you will receive compensation equal to 2% of the Gross Bookings for such Team Engagement invoiced to Client, capped at $50,000.00 USD* *In the event more than one Principal SME is on the team, a pool of 4% of the Gross Bookings for such Team Engagement invoiced to the Client is split among the Principal SMEs.
Invoicing Terms	Invoicing cadence will be determined by you and Catalant for the relevant Team Engagement, depending on the payment terms between Catalant and the applicable Client.

 Important Additional Terms

1. Adjustments. Catalant calculates Gross Bookings and Net Bookings at its discretion.  The compensation for any support provided to Team Engagements above assumes a 35% Catalant Fee; compensation may need to be adjusted if the Catalant Fee is less than 35%.  For clarity, the Catalant Fee is calculated as a margin of the total project value and not a mark-up of the Expert Fees.  For example, if the total project value is $1,000,000.00 (excluding expenses and third-party fees), a 35% Catalant Fee would be equal to $350,000, and the Expert Fees would be equal to $650,000.00.  Catalant reserves the right to adjust your compensation to reflect changes in the applicable Engagement (for example, in connection with a cancellation, early termination of the Project Agreement, and/or adjustments).  If compensation paid to you is adjusted, may withhold or deduct the adjusted amounts from a future payment cycle upon Catalant’s notice to you.  We may, at our discretion, disqualify any compensation earned in violation of this Agreement.

2. Invoices.

(a) All invoices must be emailed to Catalant’s Accounts Payable team at AP@gocatalant.com in accordance with the applicable invoicing schedule described above.   

(b) Invoice must include the client, description of the project/project title, and your main Catalant sales contact. 

(c) Please include your W-9 with your first invoice.

3. Payment Terms.  Catalant will pay you all undisputed amounts within 60 days of receipt of invoice.

Data Processing Agreement

Version: March 20, 2025

This Data Processing Agreement (“DPA”) applies to your access to any client personal information.  This DPA requires you to follow the same data protection obligations we have with our clients, including security measures, restrictions on data use, and requirements for handling and reporting any data incidents.

1. Definitions.  

(a) “Applicable Data Protection Law” means all data protection and privacy laws and regulations applicable to the relevant Client Data.

(b) “Business”, “Collect”, “Personal Information”, “Sell” “Service Provider” and “Share” have the meanings given to them in the CCPA.

(c) “Business Purpose” means the documented instructions provided to you by Catalant, including those in the Agreement and this DPA.

(d) “CCPA” means Title 1.81.5 California Consumer Privacy Act of 2018 (California Civil Code §§ 1798.100–1798.199), as amended, and regulations promulgated thereunder.

(e) “Controller“, “Processor“, “Data Subject“, “Personal Data” and “Processing” (and “Process“) and “Supervisory Authority” have the meanings given in European Data Protection Law.

(f) “Client Data” means the Personal Data (or Personal Information) described in Annex I.

(g) “European Data Protection Law” means: (i) the General Data Protection Regulation (Regulation 2016/679) (” EU GDPR“); (ii) the EU GDPR as saved into United Kingdom law by virtue of section 3 of the United Kingdom’s European Union (Withdrawal) Act 2018 (the “UK GDPR“); (iii) the e-Privacy Directive (Directive 2002/58/EC); (iv) the Swiss Federal Act on Data Protection (“FADP”); and (iv) any and all applicable national data protection laws made under or pursuant to (i), (ii), (iii) or (iv); in each case as may be amended or superseded from time to time.

(h) “Restricted Transfer” means: (i) where the EU GDPR applies, a transfer of Personal Data from the European Economic Area to a country outside of the European Economic Area which is not subject to an adequacy determination by the European Commission; and (ii) where the UK GDPR applies, a transfer of Personal Data from the United Kingdom to any other country which is not based on adequacy regulations pursuant to Section 17A of the United Kingdom Data Protection Act 2018.

(i) “Security Incident” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Client Data transmitted, stored or otherwise Processed.

(j) “Standard Contractual Clauses” means: (i) where the EU GDPR applies, the contractual clauses annexed to the European Commission’s Implementing Decision 2021/914 of 4 June 2021 (“EU SCCs“); and (ii) where the UK GDPR applies, the United Kingdom International Data Transfer Addendum to the EU Commission Standard Contractual Clauses (“UK SCCs“).  

2. Data protection obligations

2.1. Security measures. You will implement appropriate administrative, technical, physical, and organizational measures to protect Client Data. You will regularly monitor compliance with these safeguards. 

2.2. Security Incidents. Upon becoming aware of a Security Incident, you will inform us without undue delay (and, in any event, within 48 hours) and provide all such timely information and cooperation to assist us in fulfilling any data breach reporting obligations under Applicable Data Protection Law.  You will take measures and actions to remedy or mitigate the effects of the Security Incident and will keep Catalant informed of relevant developments in connection with the Security Incident.

2.3. Cooperation and Data Subject Rights. You will provide reasonable and timely assistance as required by Applicable Data Protection Law to Catalant (at reasonable cost to the Catalant, agreed beforehand) to enable Catalant to respond to: (a) requests from a Data Subject to exercise its rights under Applicable Data Protection Law; and (b) any other correspondence, enquiry or complaint received from a Data Subject, government body or other third party in connection with the Processing of the Client Data.  

2.4. Data Protection Impact Assessments. You will provide Catalant with reasonable and timely assistance as Catalant may request to conduct a data protection impact assessment in accordance with Applicable Data Protection Law including, if necessary, to assist Catalant to consult with its relevant regulatory authority.

2.5. Deletion or return of Client Data. Upon termination or expiry of the Agreement, you will (at Catalant’s election) destroy or return all Client Data (including all copies of the Client Data) in its possession or control (including any Client Data subcontracted to a third party for Processing).  This requirement will not apply to the extent that you are required by applicable law to retain some or all the Client Data, in which event you will isolate and protect the Client Data from any further Processing except to the extent required by such law until deletion is possible.

2.6. Sub-Processing.  Catalant consents to you engaging third party sub-Processors to Process the Client Data so long as you (a) provide Catalant least 45 days prior notice, (b) you impose data protection terms on any sub-Processor you appoint that protect the Client Data to the same standard provided for by this DPA, and (c) you remain liable for any breach of this DPA that is caused by an act, error or omission of your sub-Processor.

3. European Data Protection Law.  To the extent that you Processes Client Data to which European Data Protection Law applies:

3.1. Purpose limitation. Catalant (the Controller) appoints you as a Processor to Process the Client Data.  Each party will comply with the obligations that apply to it under European Data Protection Law. 

3.2. Restricted transfers.  The parties agree that when the transfer of Client Data from Catalant to you is a Restricted Transfer it will be subject to the appropriate Standard Contractual Clauses as follows:

(a) To the extent legally required, by signing this Data Privacy Agreement, Catalant and you are deemed to have signed the EU SCCs, which form part of this Data Privacy Agreement and (except as described in Section 3.2(b) and (c) below) will apply completed as follows:

1. Module Two will apply;
2. in Clause 7, the optional docking clause will apply;
3. in Clause 9, Option 2 will apply, and the time period for prior notice of sub-Processor changes will be as set out in Clause 2.8 of this DPA;
4. in Clause 11, the optional language will not apply;
5. in Clause 17, Option 1 will apply, and the EU SCCs will be governed by the law of the Republic of Ireland;
6. in Clause 18(b), disputes will be resolved before the courts of the Member State in which Catalant is incorporated / the Republic of Ireland;
7. Annex I of the EU SCCs will be deemed completed with the information set out in Annex I to this DPA; and
8. Annex II of the EU SCCs will be deemed completed with the information set out in the you Information Security Policy. 

(b) With respect to Client Data transferred from the United Kingdom for which United Kingdom law (and not the law in any European Economic Area jurisdiction or Switzerland) governs the international nature of the transfer, the UK SCCs form part of this Data Privacy Agreement and takes precedence over the rest of this Data Privacy Agreement as set forth in the UK SCCs. Undefined capitalized terms used in this provision will mean the definitions in the UK SCCs. For purposes of the UK SCCs, they will be deemed completed as follows:

1. Table 1 of the UK SCCs: The Parties, their details, and their contacts are those set forth in Annex I.
2. Table 2 of the UK SCCs: the “Approved EU Standard Contractual Clauses” will be the Standard Contractual Clauses as set forth in Section 3.2(a) of this DPA. 
3. Table 3 of the UK SCCs: Annexes I(A), I(B), and II are in Annex I and Annex II of the DPA, and Annex III is inapplicable.
4. Table 4 of the UK SCCs: neither party may exercise the early termination right set forth in Section 19 of the UK SCCs.

(c) For transfers of Client Data that are subject to the FADP, the EU SCCs form part of this Data Privacy Agreement as set forth in above, but with the following differences to the extent required by the FADP: (1) references to the GDPR in the EU SCCs are to be understood as references to the FADP insofar as the data transfers are subject exclusively to the FADP and not to the GDPR; (2) references to personal data in the EU SCCs also refer to data about identifiable legal entities until the entry into force of revisions to the FADP that eliminate this broader scope; (3) the term “member state” in EU SCCs will not be interpreted in such a way as to exclude Data Subjects in Switzerland from the possibility of suing for their rights in their place of habitual residence (Switzerland) in accordance with Clause 18(c) of the EU SCCs; and (4) the relevant supervisory authority is the Swiss Federal Data Protection and Information Commissioner (for transfers subject to the FADP and not the GDPR), or both such Commissioner and the supervisory authority identified in the EU SCCs (where the FADP and GDPR apply, respectively.  

3.3. In the event that any provision of this DPA contradicts, directly or indirectly, the Standard Contractual Clauses, the Standard Contractual Clauses will prevail.

4. U.S. State Privacy Laws.  To the extent that Catalantis a Business under the CCPA or Controller under Applicable Data Protection Law in the United States, the following terms will apply to Client Data:

4.1. Service provider appointment.  Catalant appoints you as its Service Provider to Process the Client Data. Accordingly, you will not retain, use, disclose, or otherwise Process the Client Data in a manner inconsistent with your role as Catalant’s “service provider,” or as Catalant’s “processor” under any other Applicable Data Protection Law. You will:

(a) not retain, use, or disclose the Client Data outside of the direct business relationship between Catalant and you; 

(b) not “sell” the Client Data, as such term is defined in the U.S. State Privacy Laws (regardless of whether any of those laws applies);

(c) not “share” the Client Data as such term is defined in the CCPA;

(d) comply with any applicable restrictions under Applicable Data Protection Law on combining the Client Data that you receives from, or on behalf of, Catalant with personal data that you receives from, or on behalf of, another person or persons, or that you collects from any other interaction between you and a Data Subject;

(e) provide the same level of protection for the Client Data subject to the CCPA as is required under the CCPA; and

(f) notify Catalant as soon as legally permissible if you determine that you can no longer meet its obligations under Applicable Data Protection Law. 

4.2. Catalant right. Catalant has the right to take reasonable and appropriate steps to stop and remediate unauthorized use of Client Data.

5. General Terms.  The provisions of this DPA survive the termination or expiration of the Agreement for so long as you or your sub-Processors Process the Client Data.  Any claims brought under this DPA are excluded from the limitations of liability set forth in the Agreement.

ANNEX I to DPA

Description of Processing

A. LIST OF PARTIES

Controller(s) / Data exporter(s): 

Name:	Catalant Technologies, Inc.
Address:	200 Pier 4 Blvd, 2nd Floor, Boston, MA 02210, USA
Contact person’s name, position and contact details:	privacy@gocatalant.com
Activities relevant to the data transferred under these Clauses:	The data processing activities set out in the Agreement
Role (controller/processor):	Controller

Processor(s) / Data importer(s): 

Name:	Champion as defined in the Agreement
Address:	Champion’s address, as detailed in your user account records with Catalant
Contact person’s name, position and contact details:	Champion’s name and contact details, as detailed in your user account records with Catalant
Activities relevant to the data transferred under these Clauses:	The data processing activities set out in the Agreement
Role (controller/processor):	Processor

В. DESCRIPTION OF TRANSFER 

Categories of data subjects whose personal data is transferred:	Employees of Catalant clients
Categories of personal data transferred:	Name, business address, business email address
Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures:	None
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis):	Continuous for the term of the DPA
Nature of the processing:	Champion processes Personal Data to fulfil its obligations under the Agreement
Purpose(s) of the data transfer and further processing:	The provision of services under the Agreement
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period:	The duration of the processing will be the same as the duration of the services under the Agreement
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing:	Where Champion engages sub-Processors it will do so in compliance with this Agreement and the terms of the standard contractual clauses. The subject matter, nature and duration of the processing activities carried out by the sub-Processor will not exceed the subject matter, nature and duration of the processing activities as described in this Annex I

C. COMPETENT SUPERVISORY AUTHORITY

Identify the competent supervisory authority/ies in accordance (e.g. in accordance with Clause 13 SCCs)

The supervisory authority in the country in which the main establishment or the single establishment of the controller is located, and, to the extent legally permissible, the Irish Data Protection Commission

ANNEX 2 to DPA

Security Measures

1. Access Control

• You will ensure that only authorized persons have access to Personal Data.
• Devices used to Process Personal Data will be protected with strong passwords and automatic screen locks.
• When feasible, two-factor authentication (2FA) will be used for systems storing Personal Data.

2. Data Transmission & Storage 

• Personal Data will be transmitted using encrypted methods (e.g., TLS 1.2+ for web-based transfers, encrypted email where feasible).
• Personal Data will not be stored on unsecured external drives or cloud services that lack appropriate access controls.
• If Personal Data is stored on local devices, full-disk encryption should be enabled when possible.
• Personal Data will not be printed or stored in hard copy unless strictly necessary.
• If Personal Data is stored on physical devices, such devices shall be kept in a secure location.
• Paper records containing Personal Data will be stored in locked cabinets and properly disposed of when no longer needed.

7. Software & Device Security

• Devices used for Processing Personal Data will have up-to-date security patches and antivirus software.
• Public or shared computers will not be used for Processing Personal Data.

ANNEX 3 to DPA

Sub-Processors

None.