Pearl Health, Inc. Consulting Policies

Last updated: April 20, 2022​

1. Confidentiality.  For purposes of this BASA, the terms below shall have the meanings given to them in this Section.
   
   1. Pearl Health Inc. and its affiliates (collectively, the “Company”) depend on your cooperation in maintaining the confidentiality of its non-public business information (hereinafter “Confidential Information”), which includes, but is not limited to, technology, concepts, designs, processes, trade secrets, computer code, inventions, “know how,” specifications, discoveries, identity of Company prospects and opportunities, marketing strategies and programs, customer lists, potential customer lists, plans for future business or technological development, terms of pending contracts, terms of existing contracts.  Confidential Information may be written, digital or spoken form.  It may appear in numerous formats, including, but not limited to, reports, databases, software, corporate or marketing presentations and strategic discussions.
   2. All Confidential Information must be protected continuously and all Consultants must retain Confidential Information with complete confidence and the utmost care at all times. Confidential Information of the Company shall not be:
      
      1. left unattended or exposed in public.
      2. copied without specific authorization.
      3. discarded in a non-secure manner.
      4. disclosed to any person outside the Company or to any person within the Company who does not have a need to know such information to perform his or her job.
2. Code of Conduct.
   1. Treating people honestly, fairly and with respect is a core value of the Company. Whether dealing with employees, contractors, customers, patients, professional and industry partners, vendors, payors, governmental entities or others, the Company is committed to honest, fair and legal practices.
   2. Each contractor of the Company must be dedicated to these standards, along with the Company’s employees and agents.
   3. Contractors, agents and employees of the Company (collectively, “Pearl Team Members”) must be treated with dignity and respect and must treat others similarly.
   4. Pearl Team Members are expected to:
      
      1. Maintain honesty and integrity at all times.
      2. Create a work environment that is welcoming, inclusive and free from impermissible discrimination.
      3. Comply with all legal and regulatory requirements.
      4. Respect and safeguard patient privacy.
3. Antitrust.  
   
   1. Pearl Team Members must adhere to all applicable antitrust and other fair competition laws.
   2. No Pearl Team Member may engage in price fixing, tie-ins or other anticompetitive conduct.
4. Candor and Conflicts​.
   
   1. No Pearl Team Member may make any misrepresentation about the Company or any of its products to any person.
   2. Records relating to Company business that Pearl Team Members prepare or maintain must be accurate.  
   3. All Pearl Team Members must avoid any personal or business influences or relationships that affect, or appear to affect, their ability to act in the best interests of the Company.
5. Recording.  You consent that the Company may record conversations involving any Pearl Team Member for business purposes. You must supply a written revocation of such consent if you do not wish to be recorded.
6. Third Party Intellectual Property​.  All Pearl Team Members are expected to safeguard and protect confidential information of third parties and not to use such information in connection with their service to the Company.
7. Kickbacks.  
   
   1. No Pearl Team Member may give or receive any kickback or bribe at any time for any purpose.
   2. The giving of gifts or gratuities in exchange for the use of Company products or services is strictly prohibited.  Gifts of modest value that are consistent with ordinary business practice, such as, for example, a business-related meal or event must be reasonable under the circumstances given or received and must comply with all applicable laws, regulations and rules.
8. Equal Opportunity Environment.  All Pearl Team Members must further the Company’s goal of creating a work environment that holds equal opportunity for all regardless of race, color, creed, religion, sexual orientation, religion, disability, age, marital or pregnancy status or other protected class.
   
   1. Any conduct that undermines this goal, including, but not limited to harassment, will not be tolerated.
9. ‍Violations.
   
   1. Violations of these policies will be dealt with swiftly and may result in disciplinary action, including termination of service.
   2. Each Pearl Team Member has a responsibility to bring suspected violations of these policies or applicable laws, regulations or rules to the attention of the Company through communication to senior company management.
   3. Retaliation against anyone for making a report or expressing intent to make a report hereunder is strictly prohibited.

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