Thank you for joining Evalueserve Circle of Experts. The following Agreement is between you and Nitron, Inc., a wholly-owned subsidiary of Evalueserve, Ltd. (“Evalueserve”), doing business as Evalueserve Circle of Experts (“CoE”), having its registered office at 615 South Dupont Highway, Dover, DE 19901. This Agreement you are about to enter sets forth the Terms and Conditions of your consulting relationship and pertains to your role as an Expert with CoE. 

These supersede all prior Terms and Conditions between CoE and Experts. By submitting your application form to CoE or verifying your acceptance of these Terms via the CoE website, you agree to be an Expert in CoE and bound by these Terms and Conditions. 

Evalueserve Circle of Experts is a network of industry Experts in and across sectors and countries that includes business professionals, consultants, academics, researchers, and regulatory observers. Evalueserve’s Clients include investment managers, corporations, law firms, and other organizations. Based on our Clients’ needs, CoE will contact a relevant Expert for a consulting project (“Assignment”). Assignments most often are conducted through telephonic conversations with Clients and in some cases, in-person meetings are arranged depending on the availability of the Expert (“Consultations”). Optional assignments may include dinners, online surveys, discussion groups, appearances in legal cases as an Expert witness, and written deliverables including the preparation of research findings or quantitative models, and/or collaboratively written documents with multiple Experts. 

Circle of Experts originally was known as Nitron Circle of Experts. We are pleased to have merged with the global research firm Evalueserve (www.Evalueserve.com) in 2007 and we now do business as Evalueserve Circle of Experts.

These Terms and Conditions describe the relationship between Experts and CoE, the means of interaction with Evalueserve’s Clients, payment to Experts, and lay down “Consultation Policies” which address important areas including protection of confidential corporate information and financial industry regulations restricting the disclosure of material non-public information. In certain circumstances, it is also possible that the Client may require you to abide by their compliance policies or adopt additional terms before participating in an Assignment for them. You will have the opportunity to review any such additional terms and choose whether to participate at the appropriate time.

You may join the CoE only if you are permitted to do so and have obtained necessary consents or waivers from your employer or other relevant parties. You should not be restricted by law, employment, or any conflict of interest situation whether by any contract, employment, or otherwise. If you are not sure about your ability to comply with these Terms, you must decline to join CoE.

• Assignments and Consultations
  
  
  • CoE will contact an Expert by phone or e-mail and conduct a brief screening call about the Assignment prior to determining whether there is a potential match between a Client’s research interests and the Expert’s profile. This screening call is not counted as part of a paid Consultation. After the screening calls with Experts, CoE will send the profiles of the most relevant Experts to the Client, after which the Expert will be notified about the Client’s interest in speaking with him or her.
    
    
  • Experts who are requested to participate in an Assignment should accept or decline within 48 hours.
    
    
  • All Consultations between Experts and Client must be coordinated through CoE. If a Client contacts you directly, please inform CoE immediately and we will confirm the Consultation for you and the Client. We may indicate that you can schedule the Consultation time independently with the Client, as long as CoE is aware of the activity and it is logged in the Extranet. 
    
    
  • CoE has the right to change the scope of Assignment. The Expert, however, has the right to fully or in part decline any additional parts of Assignment. Expert’s compensation shall be adjusted according to the change in Assignment.
    
    
  • Please note that Experts are paid only for the time that they speak with the Client. If the Client explicitly requests, in writing, the Expert (via CoE) to spend a certain amount of time on research or preparation or any other work outside the scope of the Assignment, then CoE will reimburse the Expert for that time provided that the Expert shall not directly accept the Assignment from the Client.
    
    
  • You have no minimum time commitment to CoE unless otherwise agreed to, and may engage in any employment or other consulting you wish. Experts are never obligated to accept an Assignment, and CoE does not guarantee a particular number or frequency of Assignments.
    
    
• Profile Completion
  
  

  In order for us to introduce you to more Assignments, you agree to review and update your biographical data from time to time and notify CoE of any changes therein. In particular, you certify that information you provide about your current and past employers, educational experience, and status as a member of any association or other group is complete and accurate. CoE shall have the discretion to make the necessary amendments or revisions based on the information that we receive from you. You should list the topics that you cannot discuss or other restrictions that may be applicable to you for Consultations.

• Communication Options
  
  
  • As an Expert, you agree to be contacted through any of the phone numbers, email addresses, or other contact information provided in your profile.
    
    
  • You will be responsible for all activities occurring under your username and for keeping your password secure. You agree to immediately notify CoE of any unauthorized use of your password or account or any other breach of security. CoE cannot and will not be liable for any loss or damage arising from your failure to comply with this section.
    
    
• Independent Contractor
  
  
  • Any Assignments performed by you as an Expert shall be performed as an independent contractor. You shall not be deemed to be an employee of Evalueserve, CoE, or any Client, and you shall not be entitled to any benefits provided by Evalueserve, CoE, or any Client. You agree that you shall be personally responsible for any and all taxes and other payments due on payments received by you hereunder.
    
    
  • If you establish contact with a third party in connection with any Assignment or Consultation, you must disclose to such person that you are acting on your own behalf or on behalf of a Client, in which case, you may not disclose the identity of the Client or provide reimbursement of any kind to such third party for any information given by that third party.
    
    

• Termination of Membership
  
  You may terminate your membership as an Expert at any time by notifying CoE by email or phone. CoE reserves the right to terminate your Expert membership at any time for any reason.
  
  

• Experts are paid based on hourly or daily rates that are agreed to between the Expert and CoE, as documented in your profile. Experts will not disclose their rate of pay to Clients at any time. We will use commercially reasonable efforts to pay you in the currency of choice by wire, check/bank draft, or Paypal (www.paypal.com). At minimum, whenever possible, we guarantee payment in US dollars by check.
  
  
• CoE can accommodate an alternative payment method preferred by the Expert or set forth by an Expert's employer including direct payment to the Expert's institution, joint payment to the Expert and his or her employer, or payment to a charity of the Expert's choice, provided the charity is registered with the appropriate authorities. You agree that you will be liable for any and all fees and charges that may be incurred for processing any payment to you by CoE.
  
  
• CoE agrees to reimburse the Expert at a reasonable rate for travel time involved in an in-person Consultation for the following: (i) In-flight time including time between connecting flights, (ii) In-train travel time including time between connecting trips, (iii) Driving time in excess of 3 hours roundtrip (90 minutes one way) in an 8-hour day, and in addition, (iv) Reasonable time for local travel to and from the airport/train station at point of origin of the trip and at the destination where Consultation will be performed, may be added.
  
  Reimbursement of such expenses will be subjected to the following conditions:
  (i) Unavoidable and unusual delays due to weather, equipment failure, etc., will not be considered in computing payment for travel time
  (ii) The travel will be directly Assignment related and the Expert will avoid unnecessary travel
  (iii) The Experts will make reasonable efforts to book cancelable or re-schedulable tickets for travel
  
  

• Reimbursement for travel or other expenses approved in writing by CoE must be accompanied by actual receipts submitted by mail. CoE is not responsible for extraordinary time and expenses related to travel/stay that may be incurred by the Expert during an Assignment due to any unforeseen contingency, such as unexpected severe weather, substantial delays, or accidents in transportation, personal health issues, or property theft.
  
  
• Payment requests should be submitted no later than 3 months after the completion of the Assignment in order to remain valid. For Assignments lasting longer than a week, Experts may submit interim Assignment logs and be paid accordingly. 
  
  
• Payments will be issued within one month of an Assignment being recorded in the extranet by the Expert. However, CoE reserves the right to withhold payment if there is an active inquiry regarding possible breach of these Terms and Conditions by you during a particular Assignment or Consultation, until such time the inquiry is closed.
  
  
• Your agreement is with Nitron Inc. (referred to herein as “CoE”). As CoE’s Clients will be the recipients of your services via contract with CoE, there is no need to add a value-added tax. The US Experts will receive a US I.R.S. Form 1099 for any payments if Expert is paid over $600 during a calendar year.
  
  
• If the circumstances so require, we may ask you, at a later stage, to provide your tax identification number (e.g. social security number for individuals or EIN number for businesses in the United States) for the payment process as well as for security reasons.
  
  

The company operating CoE is Nitron, Inc., which is incorporated in the state of Delaware in the US and is a wholly-owned subsidiary of Evalueserve Ltd. The contact details are: Evalueserve Circle of Experts, 615 South Dupont Highway, Dover, DE 19901, USA, Email - CoEinfo@evalueserve.com, Website - www.CircleofExperts.com.

An Expert shall abide by the guidelines set forth below. If in the course of an Assignment you believe that a Client may be causing you, inadvertently or otherwise, to violate a guideline set forth below, you must halt the Assignment and immediately inform CoE. In case of early termination of an Assignment due to the afore-mentioned reasons, you may submit a payment request early for the time already incurred.

• Conflict of Interest
  
  
  • You must decline to participate in or continue to participate in any Consultation or any other activity that presents a conflict of interest or a perceived conflict of interest or causes you to breach any agreement with another entity.
    
    
  • You are not eligible to work on Assignments involving information specifically about an organization for which you are a director, officer, or employee, without your employer's written permission. If you are inadvertently given such an Assignment, you must decline the offer and let CoE know the reason.
    
    
  • You are not eligible to work on Assignments if you are a medical professional (including a doctor or medical researcher) who has participated in any clinical drug or medical device trial study the results of which have not been made public.
    
    
  • You may not accept Consultations with competitors of your current employer.
    
    
  • If a public company for which you are a director, officer, or employee is involved in a tender offer, you must decline all Assignments until the tender offer is resolved.
    
    
  • You shall also not reveal any trade secrets, intellectual property, proprietary business information or any other confidential information pertaining to your company, the Client, CoE, Evalueserve or any other third party, if you are not authorized to do so.
    
    
  • If you participated in an audit of any entity, you shall not act as an Expert in connection with the audited entity for a minimum of twelve (12) months following the completion of the audit.
    
    
  • You must ensure that your participation in any Assignment will not violate the public policy of your country of residence.
    
    
• Misrepresentation
  
  

  You represent that you will not impersonate any person or entity, or falsely state/misrepresent your affiliation with any person or entity, past or present including, but not limited to, misrepresenting your current or previous positions and qualifications.

• Insider Trading
  
  

  In accordance with securities laws, Experts must not use, disclose or communicate any confidential, non-public information about their employer or any other entity or person, that would have a measurable impact on the value of financial instruments related to that company (“material non-public information”). 

• Legal, Financial, and Medical Advice
  
  

  Our Experts who are lawyers do not and shall not establish attorney-Client relationships with Clients. Experts who are doctors do not and shall not provide medical advice. Expert who are financial or investment advisors do not and shall not offer financial or investment advice.

• Government Employees
  
  If you are an existing or retired government employee in a country (such as the US) in which government employees are prohibited from participating in outside Assignments, then you cannot participate in such assignments. If you are an existing or retired government employee in a country where consulting is permitted but approval is required for the same, we require that you document proof of such approval from the relevant authorities before participating in any Assignments.
  
  
• Confidentiality
  
  
  • You agree to maintain the confidentiality of all information about Evalueserve, CoE and Clients including the subject and contents of any Assignments performed for Clients; your compensation; the name of the Client, Client's employee or Clients and business partners and any other confidential information shared by the Client ("Confidential Information").
    
    
  • If you are working in collaboration with other Experts of CoE, you have the same confidentiality obligations to the other Experts as you do to CoE.
    
    
  • If a court or other legal body tries to compel you to divulge confidential information to anyone other than CoE, you will immediately notify CoE and cooperate in protecting such confidential information to the extent possible under relevant law.
    
    
  • You are welcome to publicize that you are a member of Evalueserve Circle of Experts.
    
    
• Information Ownership
  
  

  Unless otherwise agreed, any written materials you provide to the Client in the course of work on an Assignment must be your original work or information that is in public domain. If you develop some written material at the specific request of the Client or CoE and the related time and/or expenses are paid for by the Client or CoE, then the Client or CoE respectively, will own the materials as “work for hire” and for any purpose they choose. All other materials you have created outside an explicit Client/CoE request remain your exclusive property. However, Experts may not directly communicate any written materials to the Client unless CoE has been notified in writing or unless CoE (on behalf of the Client) has instructed the Expert to provide such information to the Client. Clients are not permitted to publicly divulge the name, opinions, or Assignment-related work product of an Expert without the Expert’s written permission.

• Non-Compete and Non-Solicitation
  
  
  • You agree not to knowingly solicit Assignments directly from or propose directly any kind of consulting relationship to an Introduced Client without written permission of CoE, until one year of your initial introduction/last assignment with that Client,. An Introduced Client is a Client with whom you have not had a significant meeting or phone call about an Assignment or other business relationship within the three years immediately prior to CoE first introducing the Client to you.
    
    
  • You agree that if the Client seeks to hire you for direct employment based on interactions between the Client and you, you will notify CoE immediately. In these cases, CoE may have in place a recruiter’s fee charged to the Client, should this occur.
    
    
  • You also agree not to knowingly solicit for employment any employee of CoE until one year of your termination of membership in the CoE.
    
    

• If an authorized company representative of your employer informs us of the restrictive guidelines with regard to their employees providing outside Consultation, we intend to abide by it. Further, CoE may divulge your Circle of Experts membership details to such representative if CoE receives such a request. This is so that we may confirm any consents or approvals that may be required prior to your providing a Consultation. 
  
  

• You agree to abide by such restrictions if CoE notifies you that your employer has placed such a restriction on your capacity to consult.
  
  

• (a) CoE may share information about you (including personal information, contact details, work history, experience, education, and the like) only (i) with our Clients or business partners for Consultations, Assignments or other opportunities as described under the scope of this Agreement or (ii) where you have consented to share your personal details at the time of signing up or (iii) where required in extraordinary circumstances, such as by legal authorities or (iv) where Evalueserve sells all or part of CoE to another entity and may transfer information about you to the new owners.
  
  Note: By registering at CoE, your information becomes part of our database which is shared with our Clients or business partners.  If you do not wish to share your information, you should not register or submit content to our website. If you do not wish to have your information shared in the future, please email an opt-out request to us at coecompliance@evalueserve.com
  
  (b) CoE/Evalueserve Clients (and their employees and consultants) are bound by their contract with CoE/Evalueserve, from disclosing your identity and information to any third party or using your personal data in any way that is not directly related to the business relationship between CoE/Evalueserve and the Client.
  
  

• CoE reserves the right to summarize information about your expertise, altered to keep your name, and all contact information confidential, in our marketing materials, unless you explicitly request otherwise via your profile preferences. CoE also reserves the right to perform background verification to confirm the biographical details presented by you.
  
  
• CoE will not sell any information about you to third parties for any reason including but not limited to marketing of goods and services. CoE selectively may note third-party goods and services on our website and extranet that are relevant to business professionals, without divulging information about our Experts. The Expert may choose to follow a Web link or other path to a third party and explicitly sign a separate agreement with them covering use of their goods or services.
  
  
• Regardless of your residence or nationality, you agree that your data may be accessed / processed by our staff located at our affiliates and subsidiaries worldwide for the purposes as agreed by you under these Terms and Conditions. You agree that CoE may continue to store data about you even after you cease to be an expert on our panel, unless you explicitly request otherwise. CoE makes exceptional efforts to maintain the privacy and security of your data.
  
  

• General Liability
  
  
  • CoE does not participate in the Consultations between Clients and Experts, and is not responsible for the matters discussed therein. You will be expected to comply in good faith with these Terms and Conditions, as well as any other relevant laws, regulations, and obligations that apply to you. If you are concerned about conflicts with any laws, regulations, or obligations in any Consultation, you should terminate that Consultation and notify CoE immediately.
    
  
  
  • You agree and represent that you are not subject to any embargoes, sanctions, government regulations and nor are you on any watch lists (such as OFAC’s SDN list or targeted countries, ELPS on GSA, IEEPA, Debarred Parties list, FBI’s Most Wanted List or any other FBI-issued watch list, Denied Persons List and the Entities List etc.) (‘Prohibitions’). You further agree that you have not and will not engage with any entity or individual who may be subject to such Prohibitions.
    
    
• Indemnification
  
  CoE agrees not to hold you liable for indemnification against claims, actions, damages, expenses, and liabilities of any kind unless they relate to (i) any breach by you of your covenants under this Expert Terms and Conditions or under any applicable law, (ii) gross negligence or willful misconduct on your part, or (iii) any incorrect or substantially incomplete information provided by you as part of your biographical data and application. Only in the exceptional circumstances (i), (ii), and (iii) above shall you indemnify, defend, and hold harmless CoE and its successors, its officers, directors, employees, agents, and Clients from and against all such damages and liabilities to the extent permitted by law.
  
  
• Injunction
  
  If you breach or threaten to breach any of the Terms herein, you acknowledge that CoE’s remedy at law will be inadequate and that CoE will be entitled to an injunction to prevent your breach and maintain the status quo pending arbitration.
  
  
• Notification of Legal or Professional Investigations
  
  Notification before an Assignment is required about any felony or substantial business-related investigation involving the Expert which might reasonably affect the Client’s decision to interact with him or her. This includes but is not limited to the possible removal of the Expert from a certifying body or certification status for his or her profession.
  
  
• Violation of Policies
  
  Violation by the Expert of CoE’s Terms and Conditions or any applicable laws governing the Expert may, without limitation, result in immediate termination of this Agreement. In addition, the Expert shall be solely liable for any legal consequences arising therefrom.
  
  

• Liability Limitations
  
  

  In no event shall CoE be liable for any incidental, special, consequential, punitive damages, or any other indirect damages, resulting from your participation in Consultations or the performance of services by you as an Expert.

• Modification
  
  
  • CoE reserves the right to change, amend, or modify these Terms and Conditions as and when necessary without advance notice to you. You agree to be bound by these Terms and Conditions and any subsequent revisions, which are made available to you when you access our website or prior to your accepting any future Assignment.
    
    
  • Updates will only apply to the Consultations that you undertake subsequent to a change in these Terms and Conditions. In such an event, you shall be obliged to accept the new Terms and Conditions if you wish to take part in future Consultations.
    
    
  • You agree that CoE shall not be liable to you or any other third party for any amendment, modification, suspension, or discontinuance made to these Terms and Conditions.
    
    
• Copyright
  
  

  All material on CoE's website, whether explicitly marked or not, is protected by copyright. By posting material Experts expressly grant CoE the non-exclusive right to publish, broadcast, copy, distribute, and make available for download such material, whether alone or in combination with other materials. Experts may download material from CoE's website for their personal, non-commercial use. CoE owns the copyright on any text, which an Expert provides to CoE, unless such content is explicitly labeled as having been previously published in a publicly accessible format and/or another party owns a copyright to such text

• Governing Law
  
  

  Any legal issues pertaining to the relationship between you and CoE including these Terms and Conditions shall be governed, construed, and enforced in accordance with the laws of New York.

  The governing language of this Agreement shall be English. If any translation is made, the English language version shall prevail in case of any inconsistency or conflict between this English version of Terms and Conditions and its translation into another language.

• Arbitration
  
  

  Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the American Arbitration Association (AAA) Arbitration Rules as at present in force. The Arbitration shall be held by a sole arbitrator to be appointed/ nominated with the mutual consent of both the Parties. In the event the Parties fail to agree upon the sole arbitrator, each Party shall appoint one arbitrator and the appointed arbitrators shall appoint the third Arbitrator. The language to be used in the arbitration proceedings shall be English. Each Party shall be liable to pay the fees of its own attorneys, expenses of witnesses and all other expenses and costs in connection with the presentation of such Party’s case (collectively, “Attorneys’ Fees”). The seat of arbitration shall be New York.

• Waiver
  
  

  The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof nor deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

• Severability
  
  

  If any provision of this Agreement is found to be invalid or unenforceable, this by itself does not affect the validity or enforceability of any other provision.

• Reconfirmation
  
  

  CoE and/or Clients may request that you reconfirm any part of these Terms and Conditions. Each Client is an intended beneficiary of these Terms and Conditions and shall, therefore, have the right to enforce your compliance with these Terms and Conditions.