Enterprise Services Agreement

1. Overview & Acceptance

This Enterprise Services Agreement ("ESA") is entered into by and between DARWN Inc. ("DARWN," "we," "us") and the organization ("Client," "you," "your") accessing DARWN's enterprise services. This ESA, together with our general Terms of Service and Employer Terms, governs your use of DARWN's recruitment, candidate discovery, risk reporting, and data services.

By creating an Enterprise Account or using DARWN's enterprise features, you represent that you have the authority to bind your organization to this Agreement.

2. Definitions

• "Employer" — A healthcare facility or other organization using DARWN's enterprise services for recruitment or risk assessment.
• "Candidate" — A healthcare professional whose information is available on the DARWN platform.
• "Risk Report" — A performance and risk assessment report for professionals designated as "High-Risk" on the platform, governed by the Risk Report Terms.
• "Placement" — The hiring of a Candidate discovered through or facilitated by the DARWN platform.
• "DARWN Services" — Collectively, candidate discovery, profile access, risk reporting, placement coordination, and related services provided under this Agreement.
• "Authorized Users" — Employees or agents of the Client authorized to access DARWN Services on behalf of the organization.

3. Enterprise Account Eligibility

To create an Enterprise Account, your organization must:

• Be a licensed healthcare facility or verified professional services organization in the United States
• Designate an authorized representative with the authority to bind the organization
• Complete DARWN's organizational verification process
• Accept this Enterprise Services Agreement, the Employer Terms, and the Terms of Service
• Maintain current and accurate organizational information

4. Services Provided

4.1 Candidate Discovery

Access to DARWN's marketplace of healthcare professionals, including anonymized profiles, performance metrics, and career trajectory data.

4.2 Risk Reporting

Access to High-Risk designation risk reports, subject to the Risk Report Terms, providing performance risk indicators, tenure patterns, and workforce risk assessments.

4.3 Placement Coordination

Facilitated hiring process including full candidate profile access upon purchase, credential verification support, and placement tracking.

4.4 Data & Analytics

Access to workforce analytics, market data, and benchmarking reports, subject to the Data License Agreement.

5. Access Tiers & Pricing

DARWN offers multiple service tiers for enterprise clients:

• Standard: Pay-per-use access to candidate profiles and risk reports with standard placement fees
• Premium: Monthly subscription with reduced per-report pricing, priority support, and custom analytics
• Enterprise: Custom negotiated terms including volume discounts, dedicated account management, API access, and SLA commitments

Specific pricing is set forth in the applicable Order Form or Subscription Agreement executed by the parties.

6. Employer Obligations

As an enterprise client, you agree to:

• Use DARWN Services only for lawful recruitment and workforce planning purposes
• Comply with all applicable employment and anti-discrimination laws (Title VII, ADA, ADEA, state laws)
• Post only accurate and genuine job opportunities on the platform
• Conduct independent verification of candidate credentials before making hiring decisions
• Not base adverse employment decisions solely on DARWN risk reports
• Limit access to Authorized Users only and ensure they comply with this Agreement
• Report any Placements to DARWN within 30 days of the candidate's start date

7. Candidate Data Handling

7.1 Anonymized Data

Candidate profiles on DARWN are anonymized by default. You will see general information including specialty, experience level, geographic region, and performance metrics, but not personally identifying information.

7.2 Full Profile Access

Upon purchasing access to a specific candidate profile, you will receive full identifying information including name, contact details, NPI number, credentials, and employment history. This data is subject to strict confidentiality requirements.

7.3 Confidentiality

All candidate data, whether anonymized or identified, is confidential. You agree to:

• Use candidate data solely for recruitment and hiring purposes
• Not share candidate data with unauthorized third parties
• Not use candidate data for purposes other than those specified in this Agreement
• Implement appropriate technical and organizational security measures
• Delete or return candidate data upon termination of this Agreement

8. HIPAA & Data Protection Compliance

Both parties agree to comply with all applicable data protection laws, including but not limited to:

• HIPAA: To the extent any candidate data constitutes Protected Health Information (PHI), both parties shall comply with HIPAA requirements
• State Privacy Laws: Compliance with applicable state data protection and privacy laws
• Data Processing: Processing of personal data is governed by our Data Processing Addendum

You are solely responsible for ensuring your organization's use of DARWN data complies with your internal data governance policies and applicable regulations.

9. Placement Fees & Payment Terms

9.1 Placement Fees

A placement fee applies when you hire a professional discovered through or facilitated by the DARWN platform. Fee structures are determined by your service tier:

• Standard: Percentage of the candidate's first-year compensation
• Premium/Enterprise: Custom rates as specified in your Order Form

9.2 Payment Terms

Placement fees are invoiced upon the candidate's start date and payable within 30 days of the invoice date (Net-30). Late payments are subject to interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

9.3 Fee Disputes

If you dispute a fee, you must notify DARWN in writing within 15 days of the invoice date. Undisputed portions remain due on the original payment date.

10. Guarantee Period

If a placed candidate voluntarily leaves your organization or is terminated for cause within 90 days of their start date, you may be eligible for a partial credit toward a replacement search. Guarantee terms vary by service tier and are specified in your Order Form.

To qualify for the guarantee, you must notify DARWN within 7 days of the candidate's departure and provide documentation of the termination or resignation.

11. Prohibited Activities

You agree NOT to:

• Contact candidates discovered on DARWN outside the platform without purchasing profile access
• Share candidate data or risk reports with competitors or unauthorized third parties
• Attempt to circumvent placement fees by hiring through unofficial channels
• Resell, sublicense, or redistribute DARWN data or reports
• Use DARWN data for purposes other than recruitment and workforce planning
• Manipulate ratings, reviews, or market activity on the platform
• Reverse engineer DARWN's algorithms, scoring methodologies, or valuation models

12. Indemnification

You agree to indemnify, defend, and hold harmless DARWN and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your misuse of candidate data or risk reports
• Your hiring decisions or employment practices
• Your violation of employment, anti-discrimination, or data protection laws
• Your breach of this Agreement
• Claims by candidates or third parties arising from your use of DARWN Services

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DARWN'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO DARWN IN THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE CLAIM.

DARWN SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITY, COST OF REPLACEMENT HIRES, OR DAMAGES RESULTING FROM HIRING DECISIONS MADE USING DARWN DATA.

DARWN DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY CANDIDATE DATA, RISK REPORTS, OR PLACEMENT OUTCOMES.

14. Term & Termination

14.1 Term

This Agreement begins on the date you accept it and continues for an initial term of one (1) year, automatically renewing for successive one-year periods unless either party provides written notice of non-renewal at least 30 days before the end of the current term.

14.2 Termination for Convenience

Either party may terminate this Agreement with 30 days' written notice to the other party.

14.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days of receiving written notice.

14.4 Effects of Termination

• All outstanding fees remain due and payable
• Access to DARWN Services and candidate data will be revoked
• You must delete or return all DARWN data in your possession within 30 days
• Sections 7.3 (Confidentiality), 12 (Indemnification), 13 (Limitation of Liability), and this section survive termination

15. Contact

For questions about this Enterprise Services Agreement or to discuss enterprise partnerships: