Common use of Scope of Activities Clause in Contracts

Scope of Activities. The parties shall perform the following activities as applicable to each in connection with the Program: (a) Cardinal Health shall have sole and exclusive authority to discipline or terminate the employment of Representatives. Cumberland may reasonably request that a Representative or Manager be terminated or reassigned if such Representative’s or Manager’s activities or conduct are not adequately achieving the performance goals of the Product, or if the Representative or Manager fails to comply with all applicable laws, regulations, and Cumberland requirements for Detailing the Product. Cardinal Health shall use its best efforts to comply with such request; provided that such action complies with applicable laws and is in accordance with Cardinal Health’s policies and procedures, as determined by Cardinal Health’s human resources manager. In the event Cardinal Health determines that its policies and procedures or applicable laws prohibit the termination or reassignment of any Representative so requested by Cumberland, it shall notify Cumberland of such determination and submit a corrective action plan for Cumberland’s approval. (b) Cardinal Health shall cause each Representative to attend and successfully complete the Training Program (as defined in Section 6.1) conducted by Cumberland for each of the Products prior to participating in the Program. Any such Representative who shall not successfully complete all such requirements shall be removed and replaced by another Representative who shall comply with such requirements. (c) Cumberland shall provide the Representatives without cost with sufficient quantities of the Product Promotional Materials and Product Labeling for the performance of Detailing. Cumberland shall be solely responsible for the preparation, content, and method of distribution of the Product Promotional Materials and the Product Labeling. In connection with the Detailing of the Products, the Representatives shall use only the Product Labeling and the Product Promotional Materials provided by Cumberland; and under no circumstances shall Cardinal Health or the Representatives develop, create, or use any other promotional material or literature for the Detailing of the Products. Cumberland shall advise Cardinal Health immediately of any inaccuracy or incompleteness of the Product Promotional Materials or the Product Labeling, and upon such notice Cardinal Health and the Representatives shall immediately cease the use of any portion or all of the Product Promotional Materials or Product Labeling so identified by Cumberland. (d) Cardinal Health shall instruct the Representatives to limit their verbal statements and claims regarding the Products, including efficacy and safety, to those that are consistent with the Product Labeling and the Product Promotional Materials. The Representatives shall not add, delete, or modify claims of efficacy or safety in the Detailing of the Products, nor make any changes (including underlining or otherwise highlighting any language or adding any notes thereto) in the Product Promotional Materials. Representatives shall not make any disparaging, untrue, or misleading statements about Cumberland or its Affiliates, employees, competitors, or competing products. Representatives shall Detail the Products in strict adherence to all applicable laws, regulations, and professional requirements, including, but not limited to, the Act, the Medicare and Medicaid Anti-Kickback Statute, and the American Medical Association Gifts to Physicians from Industry Guidelines. (e) The Representatives shall remain under the direct authority and control of Cardinal Health, but shall cooperate with the members of Cumberland and shall receive advice and direction related to Detail activities on the Products from Cumberland and Cardinal Health mutually. Cumberland shall make all decisions with respect to the overall strategy in connection with the Detailing of the Products. Any Cumberland personnel interacting with Cardinal Health Representatives shall not discipline the Representatives or implement terms or conditions of employment or personnel policies and/or practices with respect to the Representatives. Cumberland shall provide Cardinal Health with copies of all reports, memoranda, audits and other data it develops pertaining to (i) the Representatives, Detailing, and the Program within 30 days of the preparation of such documents, and (ii) any negligent or wrongful acts or omissions of Representatives as promptly as practicable. (f) In the event Cardinal Health supplies Representatives and Managers with fleet vehicles for their use in performing the Detailing as described in the Schedules of this Agreement, Cumberland shall reimburse Cardinal Health for all of its out-of-pocket costs related to using such vehicles for Detailing, including but not limited to costs related to owning, leasing, maintaining, insuring, and/or operating such vehicles (including fuel costs). Cumberland shall reimburse Cardinal Health for all reasonable out-of-pocket costs and expenses (i.e., airline tickets and other travel expenses, hotel, rent-a-car, business meals, travel meals) of Representatives and Managers in connection with performing services pursuant to this Agreement. Cumberland and Cardinal Health shall establish a mutually acceptable budget for the costs and expenses referenced in this subparagraph for each Territory. (g) Cumberland shall provide Cardinal Health with a list of Target Customers in the Territory and with data on prescriptions and sales in the Territory for Cardinal Health’s use in performing this Agreement. Cumberland shall also provide Cardinal Health with other sales and marketing information concerning the Products that Cumberland obtains or prepares during the term of this Agreement and deems useful to Cardinal Health.

Scope of Activities. The parties shall perform the following activities as applicable to each in connection with the Program: (a) Cardinal Health shall have sole and exclusive authority to discipline or terminate the employment of RepresentativesCardinal Representatives and the Managers. Cumberland may reasonably request that At Acorda’s request, Cardinal Health shall cause any Cardinal Representative to immediately cease Detailing the Product based on substantial non-performance or non-insignificant compliance violations as evidenced in performance evaluations or a Representative or Manager be terminated or reassigned if such Representative’s or Manager’s activities or conduct are finding of non-compliance with the terms of this Agreement (including but not adequately achieving the performance goals of the Productlimited to, or if the Representative or Manager fails failure to follow Detailing procedures, to comply with all applicable lawsLaws or SOPs, regulations, and Cumberland requirements for Detailing the Productor to follow Acorda’s Written Instructions). Cardinal Health shall use its best efforts either substitute a new Representative to comply with such request; provided replace any disqualified Representative or re-assign the Sub-Territory of other Representatives in order to ensure that such action complies with applicable laws and is in accordance with Cardinal Health’s policies and procedures, as determined by Cardinal Health’s human resources manager. In the event Cardinal Health determines that its policies and procedures or applicable laws prohibit the termination or reassignment Target Customers of any disqualified Representative so requested are Detailed by Cumberland, it other Representatives. Cardinal shall notify Cumberland of such determination and submit a corrective action plan for Cumberland’s approvalensure that no substitute Representative shall commence Detailing without completing the training required under Article VI. (b) Cardinal Health shall cause each Representative and Manager to attend and successfully complete the Acorda Training Program (as defined in Section 6.1) (including but not limited to training sessions to be conducted by Cumberland Acorda for each of the Products Product(s)) and pass the proficiency test specified in Section 6.1(b), prior to participating in the Program. Any Cardinal shall be responsible for ensuring that any Representative or Manager who has not successfully completed all such Representative who training requirements shall not successfully complete all such requirements shall be removed and replaced by another Representative who shall comply with such requirementsDetail the Product(s) or supervise the sales force (as applicable). (c) Cumberland Cardinal Health’s district Managers shall periodically accompany Representatives on Details, conduct field evaluations of the Representatives and the Program, including time supervision, Territory management and reporting, and provide a copy of all such evaluations to Acorda’s coordinator of the Program (or other Acorda representative). At Acorda’s request, Cardinal Health shall be available to discuss the evaluations with Acorda, and permit an Acorda representative to accompany the Representatives on Details. (d) At the request of Cardinal Health, Acorda shall provide the Representatives Cardinal Health, without cost cost, with sufficient quantities of the Product Promotional Materials and Product Labeling for the performance and supervision of Detailing. Cumberland In light of the at risk fee arrangement contemplated by this Agreement, Acorda shall use its reasonable commercial efforts to maintain and supply Product Promotional Materials for the Representatives to perform Details in accordance with the SOPs. For avoidance of doubt, Acorda shall be deemed to have used reasonable commercial efforts as described in the preceding sentence if its failure to maintain and supply Product Promotional Materials arises from problems in the production or delivery of Product Promotional Materials or delay in or lack of approval by a third party, including, without limitation, FDA. Acorda shall be solely responsible for the preparation, content, content and method of distribution of the Product Promotional Materials and Materials. Acorda or its distributor shall be responsible for distributing the Product Labelingsamples Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission. directly to the Representatives, as described in Article VII. In connection with the Detailing of the ProductsProduct(s), the Representatives shall use only the Product Labeling and the Product Promotional Materials provided by CumberlandAcorda; and under no circumstances shall Cardinal Health or the Representatives develop, create, or use any other promotional material or literature literature, or materials or other promotional materials of any kind, for the Detailing of the ProductsProduct(s). Cumberland Acorda will coordinate with Cardinal Health to replenish supplies of Product Promotional Material when depleted. Acorda shall advise Cardinal Health immediately of any inaccuracy or incompleteness of the Product Promotional Materials or the Product LabelingMaterials, and upon such notice Cardinal Health and the Representatives shall immediately cease the use of any portion or all of the Product Promotional Materials or Product Labeling so identified by CumberlandAcorda, and either destroy or return such Product Promotional Materials to Acorda, at Acorda’s instruction and expense. (de) Cardinal Health shall instruct the Representatives to limit their verbal statements and claims regarding the ProductsProduct(s), including but not limited to statements regarding efficacy and safety, to those authorized by Acorda (as specified during the Acorda Training Program) and that are consistent with the Product Labeling and the Product Promotional Materials. The Representatives shall not add, delete, delete or modify Acorda’s approved claims of efficacy or safety in the Detailing of the ProductsProduct(s), nor make any changes (including underlining or otherwise highlighting any language or adding any notes thereto) in the Product Promotional Materials. Representatives shall not make any disparaging, untrue, untrue or misleading statements about Cumberland Acorda or any of its Affiliates, employees, competitors, competitors or competing products, or intentionally omit to make any statement necessary to avoid making any such statement false or misleading. Representatives shall Detail the Products Product(s) in strict adherence to all applicable lawsLaws, regulationsSOPs and all written instructions agreed upon by the parties in writing at any time during the course of the Program, and professional requirementswhether presented during the Acorda Training Program (as defined below), includingduring any follow-up training, but not limited toor at any other time (collectively, the Act“Written Instructions”). Cardinal Health shall not unreasonably withhold or delay its approval and implementation of any reasonable written instructions proposed by Acorda and, in the Medicare and Medicaid Anti-Kickback Statutecase of instructions that relate to the Product, and Cardinal Health shall timely implement all reasonable written instructions proposed by Acorda. Acorda shall ensure that all the American Medical Association Gifts to Physicians from Industry GuidelinesWritten Instructions comply with all applicable Laws; Cardinal Health shall ensure that all SOPs comply with all applicable Laws. (ef) The Representatives shall remain under the direct authority and control of Cardinal Health, but shall cooperate with the members of Cumberland Acorda and shall receive follow the advice and direction related to Detail activities on the Products Product(s) from Cumberland Acorda and Cardinal Health mutually. Cumberland Acorda shall make all decisions with respect to the overall strategy in connection with the Detailing of the ProductsProduct(s) to the Target Customers. Any Cumberland Acorda personnel interacting with Cardinal Health Representatives shall not discipline the Representatives or implement terms or conditions of employment or personnel policies and/or practices with respect to the Representatives or otherwise control the daily activities of Representatives. Cumberland shall provide Cardinal Health with copies of all reports, memoranda, audits and other data it develops pertaining to (i) the Representatives, Detailing, and the Program within 30 days of the preparation of such documents, and (ii) any negligent or wrongful acts or omissions of Representatives as promptly as practicable. (fg) In the event Cardinal Health supplies shall at its sole cost and expense supply Representatives and Managers with fleet vehicles for their use in performing and supervising the Detailing as described in the Schedules of this Agreement, Cumberland shall reimburse Cardinal Health for all of its out-of-pocket costs related to using such vehicles for Detailing, including but not limited to costs related to owning, leasing, maintaining, insuring, and/or operating such vehicles (including fuel costs). Cumberland Acorda shall reimburse Cardinal Health for all reasonable out-of-pocket costs and expenses (i.e., airline tickets and other travel expenses, hotel, rent-a-car, business meals, travel meals) of Representatives and Managers in connection with performing services Acorda Training Program and the POA meetings (as defined in Article VI) if such programs and meetings have been approved in Certain portions of this Exhibit have been omitted pursuant to this Agreementa request for confidentiality. Cumberland Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission. advance in writing by Acorda. Acorda and Cardinal Health shall establish a mutually acceptable budget for the costs and expenses referenced in this subparagraph 2.3(g) for each Sub-Territory, and Cardinal Health shall obtain prior written approval for any such costs or expenses that exceed the budget. (gh) Cumberland Acorda shall periodically provide Cardinal Health with a list of Target Customers in the Territory and with data on prescriptions and Product sales in the Territory during the Term as of this Agreement for Cardinal Health’s use in performing this Agreement. Cumberland Acorda shall also provide Cardinal Health with such other sales and marketing information concerning the Products Product(s) as Acorda shall deem appropriate, in its sole discretion. Any information which Acorda elects to share with Cardinal Health under this Section 2.3(h) shall be limited to provision of such information only to the extent allowable under Acorda’s agreements with third parties providing such information to Acorda. All information provided by Acorda, its officers, agents or representatives shall be deemed Confidential Information belonging to Acorda and shall be treated in accordance with Article 13 hereof. (i) Unless otherwise approved in writing by Acorda, the Representatives and Managers shall not invite any Target Customer, or any member of his or her staff or any other health care professional, to any promotional or educational events or activities, or provide any meals, trips or entertainment, or provide any gifts or remuneration in any form, kind or amount to any of them. In the event Acorda hereafter authorizes the Representatives as a group to engage in such promotional or educational activities, Acorda shall so inform Cardinal Health in writing and establish policies, guidelines, training requirements and budgets that Cumberland obtains or prepares during the term of this Agreement must be observed in conducting such activities and deems useful agreed to by Cardinal Health.

Scope of Activities. The parties shall perform the following activities as applicable to each in connection with the Program: (a) Cardinal Health Vendor will recruit, interview and hire as its employees, the Representatives. Vendor will use its best efforts to ensure that Representatives have experience in the medical/pharmaceutical industry, preferably with a sonography background and experience in performing cardiac sonography in a hospital setting; prior experience and training in ultrasound equipment sales preferred; or such other sales experience deemed mutually acceptable by Company and Vendor. The Representatives shall have a minimum of a four (4) year degree from a college or university, professional in manner and appearance, and shall be hired in accordance with all applicable state and federal laws. Each Representative shall have a valid driver's license for purposes of performing his/her obligations under this Agreement. Vendor shall use its best efforts to ensure that the Representatives have satisfactory references from prior employers. Vendor shall have the sole authority to reject any applicant for employment as a Representative. Company may, at its sole cost and expense, participate with Vendor in the interviewing of Representatives; provided, however, in the event that Vendor rejects an applicant for Representative and thereafter hires such applicant at the request of Company, Company shall indemnify and hold Vendor harmless from any Damages (as defined in Section 16.1) arising as a result of such Representative's breach of this Agreement, or any wrongful or negligent acts or omissions. (b) Vendor shall have sole and exclusive authority to discipline or terminate the employment of Representatives. Cumberland Company may reasonably request that a Representative or Manager be terminated or reassigned if such Representative’s or Manager’s 's activities or conduct are not adequately achieving the performance goals of the Product, or if the Representative or Manager fails to comply with all applicable laws, regulations, and Cumberland Company requirements for Detailing the Product. Cardinal Health Vendor shall use its best efforts to comply with such request; provided that such action complies with applicable laws and is in accordance with Cardinal Health’s Vendor's policies and procedures, as determined by Cardinal Health’s Vendor's human resources manager. In the event Cardinal Health Vendor determines that its policies and procedures or applicable laws prohibit the termination or reassignment of any Representative so requested by CumberlandCompany, it shall notify Cumberland Company of such determination and submit a corrective action plan for Cumberland’s Company approval. (bc) Cardinal Health Vendor shall cause each Representative to attend and successfully complete the Training Program (as defined in Section 6.1) conducted by Cumberland Company for each of the Products prior to participating in the Program. Any such Representative who shall does not successfully complete all such requirements shall be removed and replaced by another Representative who shall comply with such requirements. (cd) Cumberland Company shall provide the Representatives Vendor without cost with sufficient quantities of the Product Promotional Materials and Product Labeling for the performance and supervision of Detailing. Cumberland Company shall be solely responsible for the preparation, content, and method of distribution of the Product Promotional Materials and the Product Labeling. In connection with the Detailing of the Products, the Representatives shall use only the Product Labeling and the Product Promotional Materials provided by CumberlandCompany; and under no circumstances shall Cardinal Health Vendor or the Representatives develop, create, or use any other promotional material or literature for the Detailing of the Products. Cumberland Company shall advise Cardinal Health Vendor immediately of any inaccuracy or incompleteness of the Product Promotional Materials or the Product Labeling, and upon such notice Cardinal Health notice, Vendor and the Representatives shall immediately cease the use of any portion or all of the Product Promotional Materials or Product Labeling so identified by CumberlandCompany. (de) Cardinal Health Vendor shall instruct the Representatives to limit their verbal statements and claims regarding the Products, including efficacy and safety, to those that are consistent with the Product Labeling and the Product Promotional Materials. The Representatives shall not add, delete, or modify claims of efficacy or safety in the Detailing of the Products, nor make any changes (including underlining or otherwise highlighting any language or adding any notes thereto) in the Product Promotional Materials. Representatives shall utilize only printed materials provided by Company. Representatives shall not make any disparaging, untrue, or misleading statements about Cumberland any of Company or its Affiliates, employees, competitors, or competing products. Representatives shall Detail the Products in strict adherence to all applicable laws, regulations, and professional requirements, including, but not limited to, the Act, the Medicare and Medicaid Anti-Kickback Statute, and the American Medical Association Gifts to Physicians from Industry Guidelines. (ef) The Representatives shall remain under the direct authority and control of Cardinal HealthVendor, but shall cooperate with the members of Cumberland Company and shall receive advice and direction related to Detail activities on the Products from Cumberland Company and Cardinal Health mutuallyVendor mutually through the JCC. Cumberland Company shall make all decisions with respect to the overall strategy in connection with the Detailing of the Products. Any Cumberland Company personnel interacting with Cardinal Health Vendor Representatives shall not discipline the Representatives or implement terms or conditions of employment or personnel policies and/or practices with respect to the Representatives or otherwise control the daily activities of Representatives. Cumberland Company shall provide Cardinal Health Vendor with copies of all reports, memoranda, audits and other data it develops pertaining to (i) the Representatives, Detailing, and the Program within 30 fifteen (15) days of the preparation of such documents. Provided, and (ii) however, that any such documents claiming negligent or wrongful acts or omissions of Representatives shall, as provided in Section 2.5, be sent to Vendor as promptly as practicable. (fg) In the event Cardinal Health supplies Vendor shall supply Representatives and Managers with fleet vehicles a vehicle allowance (to be mutually agreed to by Company) for their use in performing and supervising the Detailing as described in the Schedules of this AgreementDetailing, Cumberland and Company shall reimburse Cardinal Health Vendor for such vehicle allowance. Company shall reimburse Vendor for all of its out-of-pocket costs related to using such vehicles for Detailing, including but not limited to costs related to owning, leasing, maintaining, insuring, and/or operating such vehicles Territory Operating Expenses (including fuel costsas defined in Schedule 3.1). Cumberland All Territory Operating Expenses shall reimburse Cardinal Health for all reasonable out-of-pocket costs and expenses (i.e., airline tickets and other travel expenses, hotel, rent-a-car, business meals, travel meals) of Representatives and Managers in connection with performing services pursuant be subject to this Agreement. Cumberland and Cardinal Health shall establish a mutually acceptable budget for the costs and expenses referenced in this subparagraph for each Territory[CONFIDENTIAL TREATMENT REQUESTED] administrative fee as further set forth on Schedule 3.1. (gh) Cumberland Company shall provide Cardinal Health Vendor with a list of Target Customers in the Territory and with data on prescriptions and sales in the Territory for Cardinal Health’s Vendor's use in performing this Agreement. Cumberland Company shall also provide Cardinal Health Vendor with such other sales and marketing information concerning the Products that Cumberland obtains is obtained or prepares prepared during the term of this Agreement Agreement. Upon the request of Company, Vendor will purchase customer lists and deems useful to Cardinal Healthother data; provided, however, Company shall reimburse Vendor for the costs associated with such purchase(s). (i) Representatives shall comply with Company's drug policy, a copy of which is attached hereto and incorporated by reference herein as Schedule 2.3(i).

Scope of Activities. The parties shall perform the following activities as applicable to each in connection with the Program: (a) Cardinal Health Atley shall have sole maintain a minimum of forty (40) trained full-time Representatives to Detail the Cornerstone Product to Target Physicians. Atley shall be solely responsible for all costs associated with the Program. Atley shall put a high priority on the Cornerstone Product with Target Physicians and exclusive authority to discipline or terminate this priority will be reflected in the employment of Representatives. Cumberland may reasonably request sales compensation opportunity that a Representative or and Manager be terminated or reassigned if such Representative’s or Manager’s activities or conduct are not adequately achieving shall have for the performance goals of the Product, or if Cornerstone Product when compared to other products that the Representative or Manager fails will be Detailing. The cost of new Cornerstone Product Promotional Materials actually used by Atley shall be deducted from amounts payable to comply Atley pursuant to Article III, with all applicable lawsany remaining amounts payable by Atley pursuant to this Section 2.1 at actual cost. Notwithstanding the foregoing, regulations, and Cumberland requirements for Detailing Cornerstone agrees to contribute to Atley the Product. Cardinal Health shall use its best efforts to comply with such request; provided that such action complies with applicable laws and is Cornerstone Promotional Material Inventory set forth in accordance with Cardinal Health’s policies and procedures, as determined by Cardinal Health’s human resources manager. In the event Cardinal Health determines that its policies and procedures or applicable laws prohibit the termination or reassignment of any Representative so requested by Cumberland, it shall notify Cumberland of such determination and submit a corrective action plan for Cumberland’s approvalExhibit A attached hereto. (b) Cardinal Health Cornerstone shall cause each Representative to attend and successfully complete be responsible solely for the Training Program (as defined in Section 6.1) conducted by Cumberland for each cost of development, the determination of the Products prior to participating in the Program. Any such Representative who shall not successfully complete all such requirements shall be removed and replaced by another Representative who shall comply with such requirements. (c) Cumberland shall provide the Representatives without cost with sufficient quantities of the Product Promotional Materials and Product Labeling for the performance of Detailing. Cumberland shall be solely responsible for the preparation, content, and the method of distribution of the Cornerstone Product Promotional Materials and the Product LabelingMaterials. In connection with the Detailing of the ProductsCornerstone Product, the Representatives shall use only the Cornerstone Product Labeling and the Cornerstone Product Promotional Materials provided by CumberlandCornerstone; and under no circumstances shall Cardinal Health Atley or the Representatives independently develop, create, create or use any other promotional material or literature for the Detailing of the Products. Cumberland shall advise Cardinal Health immediately of any inaccuracy or incompleteness Cornerstone Product. (c) All copyright and other intellectual property rights of the Cornerstone Product Labeling, the Cornerstone Product Training Materials and the Cornerstone Product Promotional Materials or the Product Labeling, and upon such notice Cardinal Health and the Representatives shall immediately cease the use of any portion or all of the Product Promotional Materials or Product Labeling so identified by Cumberlandremain vested in Cornerstone. (d) Cardinal Health Atley shall instruct the Representatives to limit their verbal statements and claims regarding the ProductsCornerstone Product, including efficacy and safety, to those that are consistent with the Cornerstone Product Labeling Labeling, the Cornerstone Product Training Materials and the Cornerstone Product Promotional Materials. The Representatives shall not add, delete, delete or modify claims of efficacy or safety in the Detailing of the Products, Cornerstone Product nor make any changes (including underlining or otherwise highlighting any language or adding any notes thereto) in the Cornerstone Product Promotional Materials. Representatives shall not make any disparaging, untrue, or misleading statements about Cumberland or its Affiliates, employees, competitors, or competing products. The Representatives shall Detail the Products Cornerstone Product in strict adherence to all applicable laws, regulations, regulatory and professional requirements, includingand to all Applicable Laws, including but not limited to, to the Act, the Medicare and Medicaid Anti-Kickback Statute, Act and the American Medical Association Gifts to Physicians from Industry Guidelines. (e) The Representatives shall remain under the direct authority and control of Cardinal Health, but the Managers and shall cooperate with the members representatives of Cumberland and shall receive advice and direction related to Detail activities on the Products from Cumberland and Cardinal Health mutually. Cumberland shall make all decisions with respect to the overall strategy in connection with the Detailing of the Products. Any Cumberland personnel interacting with Cardinal Health Representatives shall not discipline the Representatives or implement terms or conditions of employment or personnel policies and/or practices with respect to the Representatives. Cumberland shall provide Cardinal Health with copies of all reports, memoranda, audits and other data it develops pertaining to (i) the Representatives, Detailing, and the Program within 30 days of the preparation of such documents, and (ii) any negligent or wrongful acts or omissions of Representatives as promptly as practicableCornerstone. (f) In Atley shall ensure that the event Cardinal Health supplies Representatives and Managers with fleet vehicles will be eligible for their use in performing the Detailing as described in the Schedules of this Agreement, Cumberland shall reimburse Cardinal Health for all of its out-of-pocket costs related to using such vehicles for Detailing, including but not limited to costs related to owning, leasing, maintaining, insuring, and/or operating such vehicles (including fuel costs). Cumberland shall reimburse Cardinal Health for all reasonable out-of-pocket costs and expenses (i.e., airline tickets and other travel expenses, hotel, rent-a-car, business meals, travel meals) of Representatives and Managers a sales compensation plan in connection with performing services pursuant the Program. The sales compensation plan shall be comparable to this Agreementthat of other high priority products promoted by Representatives. Cumberland and Cardinal Health Representatives shall establish a mutually acceptable budget receive sales compensation equal to [***] percent ([***]%) of the Commission Base Price for the costs and expenses referenced in this subparagraph Cornerstone Product, which is the same as they would receive for each Territoryother products Detailed. (g) Cumberland shall provide Cardinal Health with a list of Target Customers in the Territory and with data on prescriptions and sales in the Territory for Cardinal Health’s use in performing this Agreement. Cumberland shall also provide Cardinal Health with other sales and marketing information concerning the Products that Cumberland obtains or prepares during the term of this Agreement and deems useful to Cardinal Health.

Scope of Activities. The parties shall perform the following activities as applicable to each in connection with the Program: (a) Cardinal Health Vendor will recruit, interview and hire as its employees, the Representatives. Vendor will use its best efforts to ensure that Representatives have experience in the medical/pharmaceutical industry, preferably with a sonography background and experience in performing cardiac sonography in a hospital setting; prior experience and training in ultrasound equipment sales preferred; or such other sales experience deemed mutually acceptable by Company and Vendor. The Representatives shall have a minimum of a four (4) year degree from a college or university, professional in manner and appearance, and shall be hired in accordance with all applicable state and federal laws. Each Representative shall have a valid driver’s license for purposes of performing his/her obligations under this Agreement. Vendor shall use its best efforts to ensure that the Representatives have satisfactory references from prior employers. Vendor shall have the sole authority to reject any applicant for employment as a Representative. Company may, at its sole cost and expense, participate with Vendor in the interviewing of Representatives; provided, however, in the event that Vendor rejects an applicant for Representative and thereafter hires such applicant at the request of Company, Company shall indemnify and hold Vendor harmless from any Damages (as defined in Section 16.1) arising as a result of such Representative’s breach of this Agreement, or any wrongful or negligent acts or omissions. (b) Vendor shall have sole and exclusive authority to discipline or terminate the employment of Representatives. Cumberland Company may reasonably request that a Representative or Manager be terminated or reassigned if such Representative’s or Manager’s activities or conduct are not adequately achieving the performance goals of the Product, or if the Representative or Manager fails to comply with all applicable laws, regulations, and Cumberland Company requirements for Detailing the Product. Cardinal Health Vendor shall use its best efforts to comply with such request; provided that such action complies with applicable laws and is in accordance with Cardinal HealthVendor’s policies and procedures, as determined by Cardinal HealthVendor’s human resources manager. In the event Cardinal Health Vendor determines that its policies and procedures or applicable laws prohibit the termination or reassignment of any Representative so requested by CumberlandCompany, it shall notify Cumberland Company of such determination and submit a corrective action plan for Cumberland’s Company approval. (bc) Cardinal Health Vendor shall cause each Representative to attend and successfully complete the Training Program (as defined in Section 6.1) conducted by Cumberland Company for each of the Products prior to participating in the Program. Any such Representative who shall does not successfully complete all such requirements shall be removed and replaced by another Representative who shall comply with such requirements. (cd) Cumberland Company shall provide the Representatives Vendor without cost with sufficient quantities of the Product Promotional Materials and Product Labeling for the performance and supervision of Detailing. Cumberland Company shall be solely responsible for the preparation, content, and method of distribution of the Product Promotional Materials and the Product Labeling. In connection with the Detailing of the Products, the Representatives shall use only the Product Labeling and the Product Promotional Materials provided by CumberlandCompany; and under no circumstances shall Cardinal Health Vendor or the Representatives develop, create, or use any other promotional material or literature for the Detailing of the Products. Cumberland Company shall advise Cardinal Health Vendor immediately of any inaccuracy or incompleteness of the Product Promotional Materials or the Product Labeling, and upon such notice Cardinal Health notice, Vendor and the Representatives shall immediately cease the use of any portion or all of the Product Promotional Materials or Product Labeling so identified by CumberlandCompany. (de) Cardinal Health Vendor shall instruct the Representatives to limit their verbal statements and claims regarding the Products, including efficacy and safety, to those that are consistent with the Product Labeling and the Product Promotional Materials. The Representatives shall not add, delete, or modify claims of efficacy or safety in the Detailing of the Products, nor make any changes (including underlining or otherwise highlighting any language or adding any notes thereto) in the Product Promotional Materials. Representatives shall utilize only printed materials provided by Company. Representatives shall not make any disparaging, untrue, or misleading statements about Cumberland any of Company or its Affiliates, employees, competitors, or competing products. Representatives shall Detail the Products in strict adherence to all applicable laws, regulations, and professional requirements, including, but not limited to, the Act, the Medicare and Medicaid Anti-Kickback Statute, and the American Medical Association Gifts to Physicians from Industry Guidelines. (ef) The Representatives shall remain under the direct authority and control of Cardinal HealthVendor, but shall cooperate with the members of Cumberland Company and shall receive advice and direction related to Detail activities on the Products from Cumberland Company and Cardinal Health mutuallyVendor mutually through the JCC. Cumberland Company shall make all decisions with respect to the overall strategy in connection with the Detailing of the Products. Any Cumberland Company personnel interacting with Cardinal Health Vendor Representatives shall not discipline the Representatives or implement terms or conditions of employment or personnel policies and/or practices with respect to the Representatives or otherwise control the daily activities of Representatives. Cumberland Company shall provide Cardinal Health Vendor with copies of all reports, memoranda, audits and other data it develops pertaining to (i) the Representatives, Detailing, and the Program within 30 fifteen (15) days of the preparation of such documents. Provided, and (ii) however, that any such documents claiming negligent or wrongful acts or omissions of Representatives shall, as provided in Section 2.5, be sent to Vendor as promptly as practicable. (fg) In the event Cardinal Health supplies Vendor shall supply Representatives and Managers with fleet vehicles a vehicle allowance (to be mutually agreed to by Company) for their use in performing and supervising the Detailing as described in the Schedules of this AgreementDetailing, Cumberland and Company shall reimburse Cardinal Health Vendor for such vehicle allowance. Company shall reimburse Vendor for all of its out-of-pocket costs related to using such vehicles for Detailing, including but not limited to costs related to owning, leasing, maintaining, insuring, and/or operating such vehicles Territory Operating Expenses (including fuel costsas defined in Schedule 3.1). Cumberland All Territory Operating Expenses shall reimburse Cardinal Health for all reasonable out-of-pocket costs and expenses be subject to a five percent (i.e., airline tickets and other travel expenses, hotel, rent-a-car, business meals, travel meals5%) of Representatives and Managers in connection with performing services pursuant to this Agreement. Cumberland and Cardinal Health shall establish a mutually acceptable budget for the costs and expenses referenced in this subparagraph for each Territoryadministrative fee as further set forth on Schedule 3.1. (gh) Cumberland Company shall provide Cardinal Health Vendor with a list of Target Customers in the Territory and with data on prescriptions and sales in the Territory for Cardinal HealthVendor’s use in performing this Agreement. Cumberland Company shall also provide Cardinal Health Vendor with such other sales and marketing information concerning the Products that Cumberland obtains is obtained or prepares prepared during the term of this Agreement Agreement. Upon the request of Company, Vendor will purchase customer lists and deems useful to Cardinal Healthother data; provided, however, Company shall reimburse Vendor for the costs associated with such purchase(s). (i) Representatives shall comply with Company’s drug policy, a copy of which is attached hereto and incorporated by reference herein as Schedule 2.3(i).

Scope of Activities. The parties shall perform the following activities as applicable to each in connection with the Program: (a) Cardinal Health shall have sole and exclusive authority to discipline or terminate the employment of Representatives. Cumberland may reasonably request that a Representative or Manager be terminated or reassigned if such Representative’s or Manager’s activities or conduct are not adequately achieving Representatives and the performance goals of the Product, or if the Representative or Manager fails to comply with all applicable laws, regulations, and Cumberland requirements for Detailing the Product. Cardinal Health shall use its best efforts to comply with such request; provided that such action complies with applicable laws and is in accordance with Cardinal Health’s policies and procedures, as determined by Cardinal Health’s human resources manager. In the event Cardinal Health determines that its policies and procedures or applicable laws prohibit the termination or reassignment of any Representative so requested by Cumberland, it shall notify Cumberland of such determination and submit a corrective action plan for Cumberland’s approvalManagers. (b) Cardinal Health shall cause each Representative to attend and successfully complete the Training Program and must achieve a minimum score of 85% on the product knowledge exam (as defined in Section 6.1) conducted by Cumberland Millennium for each of the Products prior to participating in the Program. Any such Representative who shall not successfully complete all such requirements shall be removed and replaced by another Representative who shall comply with such requirementsnot Detail the Products. (c) Cumberland Cardinal Health's District Managers shall periodically accompany Representatives on Details, conduct field evaluations of the Representatives and the Program, including time supervision, territory management, and reporting, and be available to review such evaluations with Millennium' coordinator of the Program. At Millennium' request, Cardinal Health shall permit Millennium or its designated representative to review Cardinal Health's evaluations relating to the foregoing and to accompany the Representatives on such Details. (d) Millennium shall provide the Representatives Cardinal Health without cost with sufficient quantities of the Product Promotional Materials and Product Labeling for the performance and supervision of Detailing. Cumberland Millennium shall be solely responsible for the preparation, content, and method of distribution of the Product Promotional Materials and the Product Labeling. In connection with the Detailing of the Products, the Representatives shall use only the Product Labeling and the Product Promotional Materials provided by CumberlandMillennium; and under no circumstances shall Cardinal Health or the Representatives develop, create, or use any other promotional material or literature for the Detailing of the Products. Cumberland Millennium shall advise Cardinal Health immediately of any inaccuracy or incompleteness of the Product Promotional Materials or the Product Labeling, and upon such notice Cardinal Health and the Representatives shall immediately cease the use of any portion or all of the Product Promotional Materials or Product Labeling so identified by CumberlandMillennium. MILLENNIUM will require that all material be returned to MILLENNIUM to be destroyed. (de) Cardinal Health shall instruct the Representatives to limit their verbal statements and claims regarding the Products, including efficacy and safety, to those that are consistent with the Product Labeling (or product monograph per drug facts panel) and the Product Promotional Materials. The Representatives shall not add, delete, or modify claims of efficacy or safety in the Detailing of the Products, nor make any changes (including underlining or otherwise highlighting any language or adding any notes thereto) in the Product Promotional Materials. Representatives shall not make any disparaging, untrue, or misleading statements about Cumberland any of Millennium or its Affiliates, employees, competitors, or competing products, or intentionally omit to make any statement necessary to avoid making any such statement false or misleading. Representatives shall Detail the Products in strict adherence to all applicable laws, regulations, and professional requirements, including, but not limited to, the Act, the Medicare and Medicaid Anti-Kickback Statute, and the American Medical Association Gifts to Physicians from Industry Guidelines. (ef) The Representatives shall remain under the direct authority and control of Cardinal Health, but shall cooperate with the members of Cumberland Millennium and shall receive advice and direction related to Detail activities on the Products from Cumberland Millennium and Cardinal Health mutually. Cumberland Millennium shall make all decisions with respect to the overall strategy in connection with the Detailing of the ProductsProducts to the Target Customers. Any Cumberland Millennium personnel interacting with Cardinal Health Representatives shall not discipline the Representatives or implement terms or conditions of employment or personnel policies and/or practices with respect to the Representatives or otherwise control the daily activities of Representatives. Cumberland shall provide Cardinal Health with copies of all reports, memoranda, audits and other data it develops pertaining to (i) the Representatives, Detailing, and the Program within 30 days of the preparation of such documents, and (ii) any negligent or wrongful acts or omissions of Representatives as promptly as practicable. (fg) In the event Cardinal Health supplies shall at its sole cost and expense supply Representatives and Managers with fleet vehicles for their use in performing and supervising the Detailing as described in the Schedules of this Agreement, Cumberland shall reimburse Cardinal Health for all of its out-of-pocket costs related to using such vehicles for Detailing, including but not limited to costs related to owning, leasing, maintaining, insuring, and/or operating such vehicles (including fuel costs). Cumberland Millennium shall reimburse Cardinal Health for all reasonable out-of-pocket costs and expenses (i.e., airline tickets and other travel expenses, hotel, rent-a-car, business meals, travel meals) of Representatives and Managers in connection with performing services pursuant to this Agreementtraining programs and POA meetings if such programs and meetings have been approved in advance in writing by Millennium. Cumberland Millennium and Cardinal Health shall establish a mutually acceptable budget for the costs and expenses referenced in this subparagraph for each Territory, and Cardinal Health shall obtain prior approval for any such costs or expenses that exceed the budget. (gh) Cumberland Millennium shall provide Cardinal Health with a list of Target Customers in the Territory and with data on prescriptions and sales in the Territory for Cardinal Health’s 's use in performing this Agreement. Cumberland Millennium' obligations under this Section 2.3(h) shall also provide Cardinal Health be limited to provision of such information only to the extent allowable under Millennium' agreements with other sales third parties providing such information to Millennium. All information provided by Millennium, its officers, agents or representatives shall be deemed Confidential Information belonging to Millennium and marketing information concerning the Products that Cumberland obtains or prepares during the term of this Agreement and deems useful to Cardinal Healthshall be treated in accordance with Article 13 hereof.

Scope of Activities. The parties shall perform the following activities activities, as applicable to each applicable, in connection with the Program: (a) Cardinal Health Vendor shall have sole and exclusive authority to discipline or terminate the employment of Syndicated Representatives. Cumberland Company may reasonably request that a Syndicated Representative or Manager be terminated or reassigned if such Syndicated Representative’s or Manager’s 's activities or conduct are not adequately achieving the performance goals of the Product, or if the Syndicated Representative or Manager fails to comply with all applicable laws, regulations, and Cumberland Company requirements for Detailing the Product. Cardinal Health Vendor shall use its best efforts to comply with such request; provided that such action complies with applicable laws and is in accordance with Cardinal Health’s Vendor's policies and procedures, as determined by Cardinal Health’s Vendor's human resources manager. In the event Cardinal Health Vendor determines that its policies and procedures or applicable laws prohibit the termination or reassignment of any Syndicated Representative so requested by CumberlandCompany, it shall notify Cumberland Company of such determination and submit a corrective action plan for Cumberland’s Company approval. (b) Cardinal Health Vendor shall cause each Syndicated Representative to attend and successfully complete the Training Program (as defined in Section 6.1) conducted by Cumberland Company for each of the Products prior to participating in the Program. Any such Syndicated Representative who shall not successfully complete all such requirements shall be removed and replaced by another Syndicated Representative who shall comply with such requirements. (c) Cumberland Company shall provide the Representatives without Vendor, at no cost to Vendor, with sufficient quantities of the Product Promotional Materials and Product Labeling for the performance and supervision of Detailing. Cumberland Company shall be solely responsible for the preparation, content, and method of distribution of the Product Promotional Materials and the Product Labeling. In connection with the Detailing of the Products, the Syndicated Representatives shall use only the Product Labeling and the Product Promotional Materials provided by CumberlandCompany; and under no circumstances shall Cardinal Health Vendor or the Syndicated Representatives develop, create, or use any other promotional material or literature for the Detailing of the Products. Cumberland Company shall advise Cardinal Health Vendor immediately of any inaccuracy or incompleteness of the Product Promotional Materials or the Product Labeling, and upon such notice Cardinal Health Vendor and the Syndicated Representatives shall immediately cease the use of any portion or all of the Product Promotional Materials or Product Labeling so identified by CumberlandCompany. (d) Cardinal Health Vendor shall instruct the Syndicated Representatives to limit their verbal statements and claims regarding the Products, including efficacy and safety, to those that are consistent with the Product Labeling and the Product Promotional Materials. The Syndicated Representatives shall not add, delete, or modify claims of efficacy or safety in the Detailing of the Products, nor make any changes (including underlining or otherwise highlighting any language or adding any notes thereto) in the Product Promotional Materials. Syndicated Representatives shall not make any disparaging, untrue, or misleading statements about Cumberland any of Company or its Affiliates, employees, competitors, or competing products. Syndicated Representatives shall Detail the Products in strict adherence to all applicable laws, regulations, and professional requirements, including, but not limited to, the Act, the Medicare and Medicaid Anti-Kickback Statute, and the American Medical Association Gifts to Physicians from Industry Guidelines. (e) The Syndicated Representatives shall remain under the direct authority and control of Cardinal HealthVendor, but shall cooperate with the members of Cumberland Company and shall receive advice and direction related to Detail activities on the Products from Cumberland Company and Cardinal Health Vendor mutually. Cumberland Company shall make all decisions with respect to the overall strategy in connection with the Detailing of the Products. Any Cumberland Company personnel interacting with Cardinal Health Syndicated Representatives shall not discipline the Syndicated Representatives or implement terms or conditions of employment or personnel policies and/or practices with respect to the Syndicated Representatives or otherwise control the daily activities of Syndicated Representatives. Cumberland Company shall provide Cardinal Health Vendor with copies of all reports, memoranda, audits and other data it develops pertaining to (i) the Syndicated Representatives, Detailing, and the Program within 30 fifteen (15) days of the preparation of such documents; provided, and (ii) however, that any such documents claiming negligent or wrongful acts or omissions of Syndicated Representatives shall, as provided in Section 2.4, be sent to Vendor as promptly as practicable. (f) In the event Cardinal Health supplies Representatives and Managers with fleet vehicles for their use in performing the Detailing as described in the Schedules of this Agreement, Cumberland Company shall reimburse Cardinal Health for all of its out-of-pocket costs related to using such vehicles for Detailing, including but not limited to costs related to owning, leasing, maintaining, insuring, and/or operating such vehicles (including fuel costs). Cumberland shall reimburse Cardinal Health Vendor for all reasonable out-of-pocket costs and documented travel expenses (i.e., airline tickets and other travel expenses, hotel, rent-a-car, business meals, travel meals) of Syndicated Representatives and Managers in connection with performing services participation in training programs and planning meetings requested by Company pursuant to this Agreement, including, but not limited to, airline, lodging, meals and such other usual and customary travel expenses, at the corporate rates available to Vendor, incurred in accordance with Vendor's expense guidelines and processed through Vendor's expense reporting system. Cumberland Such reimbursement shall include a three and Cardinal Health shall establish a mutually acceptable budget for the costs and expenses referenced in this subparagraph for each Territoryone-half percent (3.5%) administrative fee. A copy of Vendor's Expense Guidelines is attached as Schedule 2.2(f). (g) Cumberland Syndicated Representatives shall provide Cardinal Health comply with Vendor's drug policy, a list copy of Target Customers which is attached hereto and incorporated herein by reference as Schedule 2.2 (g). (h) Details by each Syndicated Representative will be reported to Company on a monthly basis, in a manner agreed upon by the Territory and with data on prescriptions and sales parties, in the Territory for Cardinal Health’s use in performing this Agreement. Cumberland shall also provide Cardinal Health with other sales and marketing information concerning the Products that Cumberland obtains a paper or prepares during the term of this Agreement and deems useful to Cardinal Healthelectronic format.

Scope of Activities. The parties shall perform the following activities as applicable to each in connection with the Program: (a) Cardinal Health Vendor will recruit, interview and hire as its employees Representatives and Managers conforming to the Representatives Profile set forth on Schedule 2.1. Vendor shall have the sole authority to reject any applicant for employment as a Representative or Manager. Company may, at its sole cost and expense, participate with Vendor in the interviewing of Managers, and the Company shall have the right to approve the hire of Managers, and may nominate acceptable Managers for consideration for the Vendor to hire; provided, however, that in the event Vendor rejects an applicant for Manager and thereafter hires such applicant at the request of Company, Company shall indemnify for and hold Vendor harmless from any Damages (as defined in Section 16.1) arising as a result of such Manager's wrongful or negligent acts or omissions. (b) Vendor shall have sole and exclusive authority to discipline or terminate the employment of RepresentativesRepresentatives and the Managers. Cumberland Company may reasonably request that a Representative or Manager be terminated or reassigned if such Representative’s 's or Manager’s 's activities or conduct are not adequately achieving the performance goals of the Product, or if the Representative or Manager fails to comply with all applicable laws, regulations, and Cumberland Company requirements for Detailing the Product. Cardinal Health Reassignment in this context under this Agreement may mean reassignment to another part of the Territory, or reassignment to another contract sales force for another Vendor account. Vendor shall use its best efforts to comply with such request; provided that such action complies with applicable laws and is in accordance with Cardinal Health’s Vendor's policies and procedures, procedures as determined by Cardinal Health’s human resources managerVendor. In the event Cardinal Health Vendor determines that its policies and procedures or applicable laws prohibit the termination or reassignment of any Representative so requested by CumberlandCompany, it shall notify Cumberland Company of such determination and submit a corrective action plan for Cumberland’s Company approval. (bc) Cardinal Health Vendor shall cause each Representative to attend and successfully complete the Training Program (as defined in Section 6.1) conducted jointly by Cumberland Company or its agents and Vendor for each of the Products prior to participating in the Program. Any such Representative who shall not successfully complete all such requirements shall be removed and replaced by another Representative who shall comply with such requirements. (cd) Cumberland Vendor shall from time to time and in any case every six (6) weeks if so requested by Company, beginning with the Product Launch Date conduct random profiles of activities during the Program consisting of satisfaction surveys sent to customers with whom Representatives have interacted and share the results of such profiles with Company on a regular and prompt basis. Vendor shall reasonably assist the Company should Company decide to conduct such random profiles itself. (e) Vendor's District Managers shall, as part of their activities under this Agreement, routinely accompany Representatives on Details, conduct field evaluations of the Representatives and the Program, including time supervision, territory management, and reporting, and be available to review such evaluations with the Company's coordinator of the Program. At Company's request, Vendor shall permit Company or its designated representative to review Vendor's evaluations relating to the foregoing and to accompany the Representatives on such Details. (f) Company shall provide the Representatives Vendor, without cost with cost, sufficient quantities of the Product Promotional Materials and Product Labeling for the performance and supervision of Detailing. Cumberland Company shall be solely responsible for the preparation, content, and method of distribution of the Product Promotional Materials and the Product Labeling. In connection with the Detailing of the Products, the Representatives shall use only the Product Labeling and the Product Promotional Materials provided by CumberlandCompany; and under no circumstances shall Cardinal Health Vendor or the Representatives develop, create, or use any other promotional material or literature for the Detailing of the Products. Cumberland Company shall advise Cardinal Health Vendor immediately of any inaccuracy or incompleteness of the Product Promotional Materials or the Product Labeling, and upon such notice Cardinal Health Vendor and the Representatives shall immediately cease the use of any portion or all of the Product Promotional Materials or Product Labeling so identified by CumberlandCompany. (dg) Cardinal Health Vendor shall instruct the Representatives to limit their verbal statements and claims regarding the Products, including efficacy and safety, to those that are consistent with the Product Labeling and the Product Promotional Materials. The Representatives shall not add, delete, or modify claims of efficacy or safety in the Detailing of the Products, nor make any changes (including underlining or otherwise highlighting any language or adding any notes thereto) in the Product Promotional Materials. Representatives shall not make any disparaging, untrue, or misleading statements about Cumberland any of Company or its Affiliates, employees, competitors, or competing products. Representatives shall Detail the Products in strict adherence to all applicable laws, regulations, and professional requirements, including, but not limited to, the Act, the Medicare and Medicaid Anti-Kickback Statute, and the American Medical Association Gifts to Physicians from Industry Guidelines. (eh) The Representatives shall remain under the direct authority and control of Cardinal HealthVendor, but shall cooperate with the members of Cumberland Company and shall receive advice and direction related to Detail activities on the Products from Cumberland Company and Cardinal Health Vendor mutually. Cumberland Company shall make all decisions with respect to the overall strategy in connection with the Detailing of the Products. Any Cumberland Company personnel interacting with Cardinal Health Vendor Representatives shall not discipline the Representatives or implement terms or conditions of employment or personnel policies and/or practices with respect to the Representatives or otherwise control the daily activities of Representatives. Cumberland Company shall provide Cardinal Health use commercially reasonable efforts to advise Vendor, and to the extent necessary, to share with Vendor copies of all reports, memoranda, audits and other data it develops pertaining relating to Company's observations or assessment of the Representative's performance under this Agreement. (i) the Representatives, Detailing, and the Program within 30 days of the preparation of such documents, and (ii) any negligent or wrongful acts or omissions of Representatives as promptly as practicable. (f) In the event Cardinal Health supplies Vendor shall supply Representatives and Managers with fleet vehicles for their use in performing and supervising the Detailing as described in the Schedules of this AgreementDetailing, Cumberland and Company shall reimburse Cardinal Health Vendor for all of its reasonable, budgeted, documented out-of-pocket costs related to using such vehicles for Detailingvehicles, including but not limited to costs related to owning, leasing, maintaining, insuring, and/or operating such vehicles (including fuel costs). Cumberland Company shall reimburse Cardinal Health Vendor for all reasonable reasonable, budgeted, documented out-of-pocket costs and expenses (i.e., airline tickets and other travel expenses, hotel, rent-a-car, business meals, travel meals, etc.) of Representatives and Managers in connection with performing services pursuant to this Agreement. Cumberland Company and Cardinal Health Vendor shall establish a mutually acceptable budget for the costs and expenses referenced in this subparagraph for each Territory, and Vendor shall obtain prior approval for any such costs or expenses that exceed the budget. All such costs and expenses in excess of such budget shall be for the Vendor's account, unless Company agrees otherwise. (gj) Cumberland Company and Vendor shall provide Cardinal Health with work together, using their respective proprietary databases, to establish a list database of Target Customers in the Territory Territory. Company and with data on prescriptions and sales in the Territory for Cardinal Health’s use in performing this Agreement. Cumberland Vendor shall also provide Cardinal Health with other sales and marketing information concerning the Products that Cumberland obtains or prepares during confer throughout the term of this the Agreement regarding additions to and deems useful to Cardinal Healthdeletions from the Target Customer database. Company. (k) Representatives and Managers shall comply with Vendor's drug policy, a copy of which is attached hereto and incorporated by reference herein as Schedule 2.3(k).