Purpose

This Agreement establishes the terms and conditions governing the Exhibitor's participation in the above referenced educational activity. The exhibit opportunity is intended solely to provide attendees with information regarding the Exhibitor's products and services and shall remain separate from all accredited continuing education.

1. Independence of Accredited Continuing Education

Sutter Health will ensure that all accredited continuing education associated with the Activity is planned, implemented, and evaluated independently in accordance with the ACCME Standards for Integrity and Independence in Accredited Continuing Education, the Joint Accreditation Criteria, and all other applicable accreditation requirements.

The Exhibitor shall have no role in:

• Identifying educational needs or professional practice gaps;

• Determining educational objectives;

• Selecting planners, faculty, moderators, authors, or reviewers;

• Developing, reviewing, or controlling educational content;

• Evaluating the educational activity; or

• Determining learner eligibility for continuing education credit.

2. Separation of Education and Promotion

All promotional activities must remain physically and functionally separate from accredited educational content. Exhibits, demonstrations, promotional materials, and other marketing activities:

• May only occur within designated exhibit areas;

• May not take place within educational presentation rooms during accredited educational sessions;

• May not interfere with educational activities or learner participation; • May not be incorporated into educational materials unless clearly identified as promotional content; and

• Must comply with all applicable accreditation requirements governing the separation of education and promotion.

3.. Exhibit Space and Benefits

Sutter Health will provide the Exhibitor with the following:

• Standard exhibit space, with One 6-foot exhibit table and two chairs for 2 representatives

• Wireless internet connection

• Access to a15-amp electrical connection

Unless otherwise agreed to in writing, any additional furnishings, audiovisual equipment, electrical service, storage, or special accommodations shall be the responsibility of the Exhibitor.

4. Exhibitor Responsibilities

The Exhibitor agrees to:

• Conduct all exhibit activities in a professional and ethical manner;

• Comply with all applicable federal, state, and local laws and regulations;

• Comply with all facility policies, safety requirements, and event procedures; • Restrict promotional activities to designated exhibit areas; and

• Ensure that all exhibit representatives understand and comply with the terms of this Agreement.

Representatives of the Exhibitor may attend accredited educational sessions; however, they may not engage in promotional activities, product discussions, marketing, or sales activities within educational presentation rooms during accredited sessions. All promotional interactions must be limited to designated exhibit areas.

5. Recognition of Exhibitor Participation

Sutter Health may acknowledge the Exhibitor's participation in conference signage, attendee materials, or other event communications.

Such recognition is provided solely to acknowledge participation and shall not constitute or imply endorsement of the Exhibitor or its products or services by Sutter Health, its affiliates, planners, faculty, or accredited continuing education program.

6. Cancellation

Exhibitor cancellations must be submitted in writing. Exhibitor Fees are non-refundable unless the Activity is canceled by Sutter Health.

If the Activity is canceled due to circumstances beyond Sutter Health's reasonable control, including events constituting force majeure, Sutter Health's sole obligation shall be limited to the refund of any Exhibitor Fees previously paid.

7. Indemnification

To the extent permitted by applicable law, each party shall be responsible for its own acts, omissions, employees, agents, and representatives.

Each party agrees to indemnify, defend, and hold harmless the other party from claims, damages, liabilities, losses, or expenses arising from its own negligent acts, omissions, or willful misconduct in connection with this Agreement.

8. Payment

Payment of the Exhibitor Fee is due within thirty (30) days of invoice issuance unless otherwise specified in writing by Sutter Health.

Following execution of this Agreement, Sutter Health will provide the Exhibitor with an invoice, payment instructions, and a copy of the W-9. Payment shall be made in accordance with the instructions provided on the invoice.

Sutter Health reserves the right to cancel the exhibit opportunity if payment is not received by the required due date.