Participation Agreement

This Participation Agreement contains the terms (the “Terms”) governing your organization’s(“Participant’s”) participation in the talent acquisition studies (each a “Study”) conducted by RogueHire (“RH”), and RH’s use of the data and other information you provide as part of Study.

BY PARTICIPATING IN A SURVEY, PARTICIPANT IS ACCEPTING THESE TERMS, WHICH CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN PARTICIPANT AND RH. BY ENTERING DATA, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND YOURSELF AND PARTICIPANT TO THESE TERMS.

1. Scope of Program Participation. Participant may participate in the Study by providing its organization-level, HR-related performance data (the “Data”) for the Study period (such as the prior calendar year) to RH by the stateddeadline for submission in RH’s healthcare recruitment benchmarking Study. If RH accepts the Data und uses the Data in the Study, Participant will receive a report that reflects its talent acquisition performance compared to RH’s published national benchmarking norms from the Study.

2. License Grant. Participant, by submitting its Data for the Study, grants to RH a nonexclusive, perpetual, irrevocable, royalty-free, nontransferable (except in connection with a sale of substantially all of RH’s outstanding ownership or substantially all of RH’s assets to which this Agreement relates) license to use the Data and results derived from the Data and RH’s other tools and sources (a) to perform the Study, and (b) as part of the RH’s database RH employs to benchmark the recruiting performance of its clients and others (including Participant).

3. Intellectual Property. RH, as between RH and Participant, is and will be the exclusive owner of all reports, presentation materials, instructional materials, workbooks, forms, templates and other materials RH provides to Participant in connection with the Study (the “Materials”), including all modifications, enhancements and customizations to and compilations and derivative works of any Materials prepared by or for either party, and all patents, copyrights, trademarks, trade secrets and other intellectual property rights related to or embodied the foregoing, whether created or developed before, during or after the Term. All Materials are the confidential information of RH, and (ii) Participant will not reproduce, display, perform, modify or create derivative worksfrom any Materials.

4. Confidentiality: Non-Use; Nondisclosure. RH may disclose that Participant is one of the organizations participating in the Study, but will not disclose the Data to any third party other than in an aggregated and anonymized form that precludes identification of the Participant and Participant’s personnel as the source ofthe information. For clarity, the Data that is aggregated and anonymized will not be de-aggregated or de-anonymized by RH or any third party without the prior written consent of Participant. RH will secure andprotect the Data from unauthorized disclosure or use with at least as much care as RH protects its own confidential information.

5. No Warranties; No Liability. RH makes commercially reasonable efforts to ensure that the Study reports and Materials reflect RH’s best judgment, but all reports and Materials are provided “AS IS” with no warranties or representations of any kind. Under no circumstances will either party or its directors officers, employees or representatives be liable to the other party for any losses or damages arising out of or in connection with the Study.

6. No Compensation. Participant will receive no compensation in any form for participating in the Study or submitting Data. Each party will bear its own expenses in connection with the Study.

7. Termination of Participation. Participant may stop participating in Studies by notice to RH or by not providing Data to RH, but that action will not affect RH’s license to or use of Data Participant previously provided. RH may reject Participant’s participation and Data for any reason, including 1) Participant has failed to provide all of the required data set by RH’s deadline, or 2) RH determines that the Data inaccurate or incomplete. If Participants does not provide Data or RH rejects the Data, RH is under no obligation to provide Participant with published Study results, or any other deliverables/services.

8. Governing Law. These Terms are governed by the laws of Michigan.

9. Force Majeure. Neither party will be liable for any failure or delay in performance due in whole or in part to any cause beyond the reasonable control of the party or its contractors, agents or suppliers, including utility or transmission failures, failure of phone lines or phone equipment, power failure, strikes or other labor disturbances, Acts of God, acts of war or terror, floods, sabotage, fire, natural or other disasters.