(“Company”) and Mayo Clinic, on behalf of the Mayo Clinic College of Medicine and Science, a Minnesota non-profit corporation with a principal place of business of 200 First Street SW, Rochester, Minnesota 55905 (“Mayo”).

WHEREAS, Mayo is a provider of continuing medical education ("CME") recognized by the Joint Accreditation and is providing a CME activity "Comprehensive Pulmonary Procedures Course:" November 7-8, 2025 which shall be provided in a [hybrid format with in-person at the Mayo Clinic SIM Center in Jacksonville, FL and virtual options] ("Event").

WHEREAS, Company desires to serve as a sponsor of the Event.

NOW, THEREFORE, in in consideration of the mutual covenants and promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Company Sponsorship. Company shall serve as a sponsor of the Event and Mayo shall provide Company with the sponsorship benefits on Exhibit A.
2. Sponsorship Fee. Company will pay Mayo the sum of $______________ USD (“Sponsorship Fee”) for the sponsorship of the Event. Company will pay Mayo the Sponsorship Fee on or before November 7, 2025. Payment shall be made payable to Mayo Clinic – Mayo Clinic School of Continuous Professional Development (Federal Tax ID Number is 41-6011702). Payment may be remitted to Mayo by check, credit card or wire transfer as follows:

• For payment by credit card or wire transfer, please call the MCSCPD Registrar at 800-323-2688.  Do not send credit card information via email or fax.
• For payment by check, Company shall identify the Event as "Comprehensive Pulmonary Procedures - 25J02289" on the check stub and send payment to:

Mayo Clinic
Mayo Clinic School of Continuous Professional Development
200 First St SW
Rochester, MN 55905

3. Term and Termination. This Agreement shall commence on the Effective Date and automatically terminate on November 8, 2025. This Agreement may be terminated (i) by either party at any time and for any reason upon 30 days written notification to the other party; or (ii) by Mayo, immediately, if in Mayo’s reasonable discretion, Mayo’s continued association with Company may, in any material respect, harm the reputation of Mayo or any of its affiliates, or harm the practice of medicine at Mayo or its affiliates.
4. Cancellation Fees. In the event this Agreement is terminated by either party 45 days or more in advance of the Event, Mayo agrees to refund to Company the Sponsorship Fee less a $300 processing fee for which Company has not received full performance from Mayo (“Payment Refund”). Further, if this Agreement is terminated by Company less than 45 days in advance of the Event, the total amount due under this Agreement shall be immediately due and payment to Mayo and no refunds shall be issued to Company. Mayo shall provide Company with the Payment Refund within 30 days from the date of early termination of this Agreement.
5. Use of Name. Company shall not use the names or trademarks of Mayo or any of Mayo's affiliated entities in any news release, advertising, publicity, endorsement, promotion, or commercial communication unless Mayo has provided prior written consent for the particular use contemplated. All requests for approval pursuant to this Section must be submitted to the Mayo Clinic Business Relations Group, at the following E-mail address: BusinessRelations@mayo.edu at least 7 business days prior to the date on which a response is needed. The terms of this Section survive the termination, expiration, non-renewal, or rescission of this Agreement.
6. Accreditation Standards. Company agrees to abide by Joint Accreditation requirements including ACCME Standards for Integrity and Independence in Accredited Continuing Education ("Standards") as stated at www.accme.org.
7. Independent Contractor. It is mutually understood and agreed that the relationship between the parties is that of independent contractors. Neither party is the agent, employee, or servant of the other.  Except as specifically set forth herein, neither party shall have nor exercise any control or direction over the methods by which the other party performs work or obligations under this Agreement. Further, nothing in this Agreement is intended to create any partnership, joint venture, lease, or equity relationship, expressly or by implication, between the parties. 
8. Indemnification. Company shall defend, indemnify, and hold harmless Mayo and its directors, officers, employees, contractors and agents from and against any liabilities, losses, investigations, inquiries, claims, suits, damages, costs, expenses, and reasonable attorneys’ fees Mayo may incur or suffer by reason of or arising out of any third party claim attributable to Company’s failure to perform in accordance with, or breach of, this Agreement or the negligence or intentional acts or omissions of Company. Mayo shall have no obligation to indemnify Company hereunder. The indemnification provisions contained in this Section shall survive the termination of this Agreement.
9. Limitation of Liability. MAYO WILL NOT BE LIABLE TO COMPANY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, INCIDENTAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOSS OF BUSINESS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ITS SUBJECT MATTER, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS.
10. Insurance. Each party will, at its own expense, maintain in effect throughout the term of this Agreement appropriate general liability insurance or a program of self-insurance to cover any liability of such party and its employees arising out of performance of this Agreement.
11. Governing Law and Venue. This Agreement and the rights and obligations of the parties hereunder shall be governed by the laws of the State of Minnesota, except that no Minnesota conflicts of law or choice of law provision shall apply to this Agreement. The exclusive fora for actions between the parties in connection with this Agreement are the State District Court sitting in Olmsted County, Minnesota, or the United States Court for the District of Minnesota. Each party agrees unconditionally that it is personally subject to the jurisdiction of such courts. This Agreement is made and performed in the State of Minnesota.
12. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other party; provided that Mayo may assign this Agreement without the prior written consent of the other party to any Mayo affiliate or other entity that controls, is controlled by or is under common control with Mayo. Any purported assignment in violation of this clause is void. Such written consent, if given, shall not in any manner relieve the assignor from liability for the performance of this Agreement by its assignee.
13. Force Majeure. Neither party shall be liable or be deemed in default of this Agreement for any delay or failure to perform caused by acts of God, war, disasters, strikes, pandemic or any similar cause beyond the control of either party.
14. Notices. For purposes of this Agreement, the following individuals shall serve as points of contact for both Company and Mayo and any and all notices, demands, requests or other communications shall be in writing and shall be deemed to have been duly give on the date of service, if personally served;  on the business day after notice is delivered to a courier or mailed by express mail, if sent by courier delivery service or express mail for next day delivery; and on the third day after mailing, if mailed to the party to whom notice is to be given by first class mail, certified with return receipt requested, and addressed as follows:

15. Additional Terms. This Agreement sets forth the entire understanding of the parties with respect to its subject matter, supersedes all prior negotiations and agreements between the parties concerning the subject matter and may be modified or amended only by a written instrument signed by each party. No representations have been made or relied on by either party, other than those expressly provided for. No agent, employee or other representative of either party is empowered to alter any of its terms, unless done in writing and signed by an authorized officer or agent of the appropriate party. A waiver by either party of any of the terms or conditions of this Agreement in any instance will not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach thereof. This Agreement may be executed in any number of counterparts which, when taken together, will constitute one original, and photocopy, facsimile, electronic or other copies shall have the same effect for all purposes as an ink-signed original.

IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set forth below