NETWORK USAGE AGREEMENT
ExpertConnect® ("Company") shall provide to Client access to its network of subject matter expert(s) who will serve as Industry Consultants ("ExpertConnect® Network") under the following terms and conditions:
1. Network of Industry Consultants
ExpertConnect® has developed a network of subject matter experts (“Industry Consultant” or “Industry Consultants”) who are available to consult with ExpertConnect® clients on their areas of expertise. ExpertConnect has expended considerable resources in building the ExpertConnect Network and the terms and conditions below shall govern the use of the ExpertConnect Network.
Client may request an Industry Consultant from the ExpertConnect® Network to consult with Client on the Industry Consultant’s area of subject matter expertise (“Project”). These Projects may occur through telephone consultations, in-person meetings, or online consultations. Projects shall be arranged by Company and occur at mutually agreeable times determined by the Client and Industry Consultant.
Client may also participate in Projects through in-person seminars, round table discussions, surveys, or receive written reports from an Industry Consultant or Industry Consultants. The restrictions contained herein relate to any and all Projects or interactions Client may have with an Industry Consultant from the ExpertConnect® Network.
Client hereby acknowledges that there may be limitations on the scope of an Industry Consultant’s participation and subjects that they may discuss depending upon an Industry Consultant’s particular circumstances. Client hereby agrees and covenants not to engage in any of the activities set forth below in connection with any Project arranged by Company which would be in violation of Company’s compliance policies:
3.1 Solicit the disclosure of material, nonpublic information about a public company;
3.2 Solicit the disclosure of any information that you have reason to believe an Industry Consultant may either have a duty or have agreed to keep confidential (e.g., by agreement, employer policy, fiduciary duty, etc.);
3.3 Participate in any Project that would cause an Industry Consultant to violate applicable law or any agreement with -- or other obligation to -- any person, employer, former employer or other entity;
3.4 Solicit the disclosure of any trade secrets or other proprietary information;
3.5 Discuss with any medical Industry Consultant or other Industry Consultant clinical trial results or patient experience from clinical trials in which they were an investigator or otherwise participated until such information has been made public;
3.6 Attempt to influence a medical Industry Consultant’s decisions about what drugs, devices or services to prescribe, refer, use, dispense, purchase, lease or order; and
3.7 Not seek legal advice from any attorney Industry Consultant or attempt to establish an attorney-client relationship with an attorney Industry Consultant;
3.8 Not to set up follow-up consultations directly with an Industry Consultant for a Project previously done without doing so through the Company. All follow-up consultations with an Industry Consultant must be made through the Company; and
3.9 Disclose the identity of an Industry Consultant from a Project to any third party (outside of Client’s organization) unless that Industry Consultant is participating in a Project that is a public event sponsored by Company.
Client covenants not to attempt to hire, to knowingly solicit consultations from or propose or agree to any kind of consulting or employment arrangement with such party to whom Client has been first introduced through Company directly or indirectly without written permission of Company for a period of one year from the most recent Consultation or introduction of an Industry Consultant to such Client by Company.
Fees shall be as set forth in Exhibit A, Fee Schedule.
6. Limitation of Liability
Company shall have no liability for claims arising out of any act or omission of any Industry Consultant. Client is relying on his or her own skill and judgment in utilizing any Industry Consultant provided by Company. Client is only relying on Industry Consultant as a part of a broader and more comprehensive analysis of a particular topic. With regard to an Industry Consultant retained for litigation related expert witness work, Company and/or attorney acknowledges that such Industry Consultant plays a more central role in these matters, but the Company accepts no responsibility for an Industry Consultant’s performance. The attorney Client hiring an Industry Consultant as an expert witness must rely on their own skill, judgment, and professional duty in selecting an Industry Consultant to serve as an expert witness for litigation matters. No representation is made by Company concerning the Industry Consultant's advice or anticipated findings and opinions. Company's liability under any theory of law or equity shall not exceed the actual amount paid by Client to Company for the services provided.
Neither Company nor any of its employees shall use any confidential information of Client for any purpose other than for fulfilling on Client Project requests. All Projects are confidential and may not be disclosed to any third party for any reason unless compelled pursuant to a judicial process.
8.1 Governing Law and Venue. This Network Usage Agreement, as well as any claims arising from or related thereto, whether in tort, contract or otherwise, are governed by New York Law without regard to New York's choice of law rules.
8.2 Arbitration. Any dispute, controversy or claim, whether in tort, contract or otherwise, that arises from or relates to this Network Usage Agreement, including whether the claims asserted are arbitrable, shall be exclusively and finally determined by a single-arbiter arbitration under the rules of the American Arbitration Association (the "AAA") in effect from time to time. The enforceability of this arbitration agreement shall be governed by the U.S. Federal Arbitration Act. The venue for all arbitrations shall be New York City, unless the Member Network participant resides in Europe, in which case such Industry Consultant may elect to have the arbitration held in London, England, or unless the Member Network participant resides in Asia, in which case such Member Network participant may elect to have the arbitration held in Hong Kong. The language to be used in the arbitral proceeding will be English. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Arbitration shall not be deemed a waiver of ExpertConnect's right to seek injunctive relief in any court of competent jurisdiction as provided for in this Network Usage Agreement. Each party is responsible for its own legal fees, and the arbitrator may not include the payment of attorneys' fees or expenses as a part of any award. Arbitrations arising from the same or related claims may be consolidated in one arbitral proceeding.
8.3 Severability. The invalidity or unenforceability of any provision of this Network Usage Agreement shall not for those reasons alone affect the validity or enforceability of any other provision of this Network Usage Agreement.
End Network Usage Agreement
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