INSIGHTS DRIVEN RESEARCH, LLC
Expert Terms & Conditions & Compliance & Non Disclosure Agreement

Introduction

This Expert Terms & Conditions and Confidentiality Agreement (“Agreement”) governs the business relationship between a subject-matter expert (“Expert” or “you”) and Insights Driven Research, LLC and its affiliates (collectively, “IDR” or “we”). This Agreement represents a legally binding contract between IDR and Expert (individually referred to as “Party” and collectively as “Parties”) and supersedes all prior arrangements between the Parties.


The English version of this Agreement shall control over any translations.

Overview

IDR is a global expert network supporting leading organizations ranging from corporations, consultancies, market research firms, financial institutions, and law firms (each, a “Client” and collectively, “Clients”). Expert represents that they have subject matter expertise and necessary qualifications, experience, and/or abilities to provide services to IDR and its Clients and Expert agrees to provide such services pursuant to the terms and conditions set forth in this Agreement.


Based on our Clients’ needs, we may reach out to you to gauge your suitability and availability for participation in various consulting projects (each, a “Project” and collectively “Projects”). Participation in Projects may include telephone consultations, teleconferences, online surveys, meetings, or discussion groups, depending on our Clients’ requirements. Your participation in a Project is entirely voluntary. IDR will never compel you to accept or continue any Project, and you have the right to refuse or discontinue participation in any Project at any time.


In consideration of the matters described above and of the mutual benefits and obligations set forth in this Agreement, the Parties agree as follows:


By consenting to the foregoing, you hereby agree to abide by and be bound by the terms and conditions set forth in this Agreement.

1. Expert Warranties

1.1 By accepting the Agreement, you agree to become a member of our expert network (the “IDR Expert Network”), which comprises individuals who have specialized knowledge and who are willing to offer their expertise to IDR and/or IDR Clients.

1.2 Experts who become members of the IDR Expert Network represent that the biographical information provided is accurate and undertake never to disseminate false or misleading information to IDR and/or our Clients. Further, Experts acknowledge that they will not disclose any confidential or proprietary information or trade secrets of any person or entity, including their current employer, in providing consulting services under the Agreement.

1.3 Experts agree not to divulge to any third party (unless required by law to so disclose) the contents or existence of any consulting engagement with any IDR Client, including the name of the IDR Client or its employees, unless Experts obtain the prior written consent of the IDR Client.

1.4 Experts represent that their membership in the Expert Network does not present any known conflict of interest and does not breach or threaten to breach any legal obligation the Experts may have to any person or entity.

1.5 Experts understand and agree that they are expected to provide IDR Clients with information of a generalnature relating to their industry, based upon their professional experience, and that they will not disclose to, or otherwise share with any person, including any IDR Client or any other IDR Expert, material non-public information which, if used by such person, might constitute illegal insider trading. “Material non-public information” is generally defined as any information, insights, or analysis, concerning any public company or security and which has not been effectively communicated to the marketplace.

2. Legal and Ethical Considerations

2.1 Experts are solely responsible for determining their eligibility to become a member of the IDR Expert Network. We encourage you to review any legal contracts that might limit your involvement, including but not limited to employment agreements, consulting agreements, non-disclosure agreements, employee handbooks, codes of ethics, and similar policies. Additionally, please assess whether you require consent or waivers from your employer, clients, or any other third parties to confirm your eligibility to join the IDR Expert Network.

2.2 Experts have the right not to share knowledge relating to topics which may cause a conflict of interest for them. If an Expert believes that such a potential conflict compromises the Expert’s ability to render unbiased and full-service advice to IDR or IDR Clients, Expert must notify IDR of the same.

2.3 Experts represent and warrant that they will not offer any investment, legal, medical, financial, accounting or other regulated advice. This obligation also relates expressly to consulting and trading recommendations (purchase, sale or other forms of trade) in relation to securities of any kind.

2.4 Experts will act in good faith and take all necessary measures to ensure their compliance with the terms of the Agreement and with any other agreements or obligations applicable to the Experts in connection with the business relationship with IDR, and IDR shall not be liable to any third party for an Expert’s failure to comply with this Agreement or with any other agreements or obligations in connection with the Expert’s business relationship with IDR.

2.5 Experts agree to immediately notify IDR in writing (by sending an email to compliance@idr.co) if Expert discloses (inadvertently or otherwise) material non-public information or confidential information of another company or entity, or if there is a change in any circumstance that renders any of the representations in this Agreement inaccurate or false.

2.6 Experts agree that they will not use their membership in the IDR Expert Network to promote any products, companies, or opportunities without consent from IDR.

3. Project Participation

3.1 Experts can participate in consultations on a Project-by-Project basis and may accept only those requests that: (i) do not raise a conflict of interest; and (ii) relate to subjects they are allowed to discuss without violating any legal or contractual obligations with third parties.

3.2 The duration of each Project or consultation is determined solely by IDR’s Client and may differ from the initially scheduled length of time for such consultation.

3.3 Experts are only permitted to undertake Projects with IDR Clients that have been individually arranged or explicitly approved by IDR. Should a Client reach out to you directly seeking participation in additional Projects or other services, you must obtain explicit approval from IDR before proceeding with the work. You will not receive compensation for any Project with an IDR Client that was not individually arranged or explicitly approved by IDR in advance, even if the Project was a follow-up to a Project that was arranged by IDR.

3.4 Experts acknowledge and agree that their participation in Projects does not create an employer-employee relationship with IDR and/or IDR Clients. Experts bear sole responsibility and liability for any and all taxes and other payments due on payments received by Experts for services provided and/or participation in Projects.

4. Payment

4.1 Experts will be compensated for their consulting services and/or participation in Projects at the rates or honoraria agreed upon by the Parties in writing

4.2 Unless otherwise agreed in writing between the Parties, payments for Experts’ participation in a Project or consultation shall be prorated by the minute based on the duration of each such participation. The duration of each Project or consultation is determined solely by IDR’s Client and may differ from the initially scheduled length of time for such consultation.

4.3 Experts will be eligible to receive payment for their participation in a Project or consultation only under the following conditions: (i) successful completion of the Project or consultation; (ii) absence of objections from IDR and/or IDR Client regarding the services rendered by the Expert; and (iii) consent and consistent adherence to the terms of this Agreement by the Expert.

4.4 Unless otherwise agreed by the Parties, Experts will not be entitled to receive compensation for Projects/consultations that do not take place, even if previously scheduled.

4.5 Payments will be processed through an IDR-approved disbursement channel (including, but not limited to, physical checks or e-checks, among others). For services rendered by Experts in connection with qualitative Projects or consultations, payment will be typically issued within two (2) weeks following the successful completion of the Project or consultation. For participation in quantitative surveys or consultations, payments will be processed within a period of four (4) to six (6) weeks following successful participation, subject to receiving approval from the relevant Client.

4.6 Notwithstanding the foregoing, unexpected developments or circumstances beyond IDR’s control, such as delays in Client approvals or financial processing issues, may occasionally delay payments. In such instances, IDR commits to identifying and implementing a swift resolution and to undertaking all reasonable efforts to ensure that any delayed payments are processed at the earliest opportunity.

4.7 Experts shall have thirty (30) days from the date of disbursement within which to cash their payment. Failure to do so within the specified time frame will result in the debt being considered settled, and the Expert agrees to forever hold IDR and its executives/employees harmless for any consequences arising from missing the designated time frame.

4.8 You may modify your rates or honorarium solely upon providing written notice to IDR. Such adjustments will not be implemented until IDR sends you written approval confirming the changes. Once you have agreed to participate in a specific Project, you are not permitted to alter your rate; therefore, your new rate will only apply to future Projects. Disclosure of your billing rates or honorarium to Clients or third parties without IDR’s prior written consent is prohibited.

4.9 In compliance with U.S. federal reporting requirements, certain experts who receive payments exceeding a specified threshold in a tax year may be required to provide IDR with their tax identification numbers. This is necessary for the preparation and submission of U.S. Internal Revenue Service Forms W-8 or W-9, as applicable.

5. Independent Contractor Status

5.1 Experts acknowledge and agree that their involvement in the IDR Expert Network and participation in any Projects/consultations shall be performed as an independent contractor.

5.2 An Expert shall not be or be considered to be an employee, partner, member, officer, director, shareholder or joint venturer of IDR and shall have no authority to bind or obligate, or to enter into any agreement on behalf of IDR.

5.3 Accordingly, you may not hold yourself out as having such authority, and may not subcontract, assign or otherwise delegate your obligations under this Agreement, or employ any agents or employees to perform your obligations under the Agreement without the prior written consent of IDR.

5.4 You understand and agree that IDR will pay any fees you are owed without withholding any federal, state or city income taxes or other similar withholding. Parties understand and agree that you waive the withholding of all workers’ compensation, statutory disability and other employee fringe benefits, including pension and health benefits, since, as an independent contractor, IDR will not provide you with any benefits whatsoever.

5.5 You agree that with respect to your work in connection with any Project, you are not eligible for any IDR or IDR Client employment benefits and you shall not identify the IDR Client or IDR as your employer in any tax information or unemployment compensation application forms.

6. Confidentiality

6.1 Experts shall maintain the confidentiality of all information communicated or made accessible to them by IDR, the IDR Expert Network, and/or IDR Clients beyond the termination of any consultation or Project. This includes, but is not limited to, trade secrets, business operations, strategies, and any other information considered proprietary by IDR or its Clients.

6.2 Experts agree not to disclose, communicate, or reveal any Confidential Information without IDR’s express written consent, which IDR may withhold at its sole discretion.

6.3 “Confidential Information” as defined in this Agreement includes: (a) all information, regardless of its form, that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, should reasonably be considered as confidential; and (b) any work product, results, or materials developed in the course of the Projects.

6.4 “Confidential information” also includes, but is not limited to, Client identities, their employees, questions posed by Clients, topics discussed, shared materials, opinions expressed, or any work commissioned by IDR or its Clients.

6.5 Experts agree to be willing to review and potentially execute additional consent forms and/or non-disclosure agreements with an IDR Client if a Client requests that an Expert do so as a condition of working with that IDR Client.

6.6 In circumstances where disclosure of Confidential Information is mandated by law, Experts are required to immediately notify IDR. Experts shall cooperate fully with IDR to utilize any available legal exemptions or rights to prevent such disclosure, to the extent permissible under applicable laws.

6.7 Experts are explicitly prohibited from using Confidential Information for any purposes not expressly authorized by this Agreement. This includes refraining from using Confidential Information for personal gain, particularly for investment or trading decisions.

6.8 The obligation to maintain confidentiality under this section persists until such Confidential Information becomes publicly known through no fault of the Expert or any other party bound by a duty of confidentiality.

6.9 Experts acknowledge that any breach of these confidentiality obligations may result in irreparable harm to IDR and IDR Clients. Accordingly, Experts understand that IDR may be compelled to pursue appropriate legal remedies, including injunctive relief, to uphold these provisions.

6.10 Experts commit to treating all acquired confidential information with the utmost discretion, not disclosing it to any third parties without IDR’s prior written consent, except as provided herein.

6.11 Upon the termination of their engagement with IDR, or upon IDR’s request at any time, Experts must return or securely destroy all materials containing Confidential Information and, if requested, confirm such destruction to IDR.

7. Representations by Experts

7.1 Experts affirm that they have not been convicted of, pleaded guilty to, or admitted to committing any criminal offense involving dishonesty or deception (e.g., theft, fraud), or any crime punishable by imprisonment of six months or more, such as a felony in the United States.

7.2 Experts confirm they have not been subject to any orders, judgments, actions, or investigations by courts or regulatory or self-regulatory organizations (e.g., U.S. Securities and Exchange Commission, Financial Conduct Authority, Securities and Futures Commission, Financial Industry Regulatory Authority) concerning violations of securities laws or accusations of civil or criminal fraud or deceptive practices.

7.3 Experts declare they are not listed on any government or international sanction lists, including but not limited to the Excluded Parties List System (now part of SAM.gov), the Specially Designated Nationals list by the U.S. Department of Treasury’s Office of Foreign Assets Control, or any similar list maintained by the U.S. or other nations or non-profit organizations.

7.4 Experts must promptly disclose to IDR any past or present accusations of felonies or offenses involving dishonesty or deception, lawsuits for theft of corporate assets, fraud, breach of confidentiality or nondisclosure agreements, breach of fiduciary duty, or similar actions. Such disclosures should be made by emailing compliance@idr.co.

7.5 Experts agree to immediately notify IDR of any change in their status regarding these representations. IDR reserves the right to independently verify the accuracy of the Experts’ representations.

8. Consent for Recording and Transcription

8.1 Your participation in a Project may, upon Client request, be recorded and/or transcribed in any media (“Recordings”) by IDR or our agents. You have the right to notify us should you wish to opt-out of such Recordings. Otherwise, by taking part in such Projects you consent to the Recordings and you acknowledge that they may be shared by IDR with the Client or third parties. You further authorize IDR (or, if applicable, the IDR client) to own the Recordings royalty free and exclusively use, share, reproduce, publish, modify, or display them, in whole or part, for any legitimate business purpose, without any compensation for same (except as set forth in Section 4). For any uses of the Recordings beyond those explicitly identified herein, IDR and/or its Client will provide a separate consent form to the Expert, detailing the specific purposes and seeking explicit approval before any such additional use.

8.2 On certain occasions, IDR’s Clients may, as part of their compliance protocols, have a professional (in addition to the IDR Client user(s) you will speak with) moderating phone consultations and their presence may be announced or unannounced (i.e., you will not be notified) and may be active participants or silent on the phone consultations. By signing this Agreement you consent to consultations being so moderated, recorded and/or transcribed at IDR Clients’ election.

9. Termination

9.1 Subject to your obligation to complete Projects for which you are engaged, you have the right to terminate your role as an Expert and to withdraw from the IDR Expert Network at any time upon notice to IDR. IDR may suspend, limit, or cancel your access to the IDR Expert Network at any time for any reason without notice, including because: (i) we believe you have violated this Agreement; (ii) we believe you have violated our rights or the rights of any third party; (iii) we are unable to verify or authenticate information you have provided to us; or (iv) we believe your actions may create liabilities for you, us or a third party.

9.2 Upon such termination, you shall (i) immediately deliver to IDR and/or IDR Client all property belonging to them which is in your possession or under your control; (ii) irretrievably delete any information relating to the business of IDR and/or IDR Client stored on any magnetic or optical disk or memory and all matter derived from such sources which is in your possession or under your control outside the premises of IDR and/or IDR Client; and (iii) provide IDR and/or IDR Client with a letter that is signed and dated confirming that you have complied with the above.

10. Biographical Information

10.1 You acknowledge and agree to the truthfulness and accuracy of: (i) your biographical and historical professional information and credentials; and (ii) the tax identification information or representation that you have provided IDR regarding your engagement as an independent contractor and consultant.

10.2 To the extent not already reflected in your Expert biography, you will disclose to IDR any material financial interests or business relationships you have, or any entity under your control has, that you reasonably believe would be relevant in assessing your objectivity or conflicts of interest for any Project, or you will decline said Project if you are unable or unwilling to make such a disclosure.

11. Limitations

11.1 Your Current and Former Employments
You agree not to participate in a Project concerning a company for which you are a current employee, director, trustee, officer, or board member (or for which you hold a similar position). You further agree that if you were previously employed in the finance or accounting department of a company, you will not consult about that company until at least four months after the last date of your employment. If a public company of which you are a current director, trustee, officer, board member or employee (or for which you hold a similar position) is the target or bidder in a tender offer, or has filed to issue an IPO, you must decline all Projects until the tender offer is resolved or the IPO is issued.

11.2 Competitors
You agree not to consult on a Project for an IDR Client that is a direct competitor of a company for which you are a current director, trustee, officer, board member or employee (or for which you hold a similar position).

11.3 Government Employees
If you are a government employee in a government or jurisdiction that forbids government employees from participating in outside consulting projects, you may not be an Expert or participate in any Project. Otherwise, if you are a government employee, you agree not to consult about matters presently regulated by the agency or department in which you are employed. Furthermore, you agree not to consult about any legislation, regulation, or policy that you are in a position to vote upon or otherwise influence, and you agree not to give or receive any item of value from or to another person or entity for the purpose of seeking influence or for any other improper purpose.

If you are an employee, officer, or other person acting in an official capacity for any government (or its instrumentalities), government owned/controlled organization, enterprise or entity, or public international organization (e.g., WHO, World Bank, United Nations, etc.), or any political party, party official, or candidate for political office you agree not to discuss legislation, regulation, policy, contracts, or other business that you are in a position to vote upon or otherwise influence.

Further, you agree to notify IDR by updating your Expert profile or deactivating your Expert profile if you become an elected official, candidate for political office, or employee, officer, or other person acting in an official capacity for any government (or its instrumentalities), government owned/controlled organization, enterprise or entity, public international organization, or political party.

IDR may, from time to time, inform you of additional limits on Expert engagements that you are required to observe. IDR disclaims any liability arising as a result of any breach or non-compliance by you of this paragraph.

11.4 Investment and Professional Advice
IDR is not a registered investment adviser and cannot transact business as an investment adviser or give investment advice. You agree not to provide to IDR or to any IDR Client any investment advice including, without limitation, advice concerning the value of any security or the advisability of buying, selling or otherwise investing in any security.

11.5 Healthcare Professionals
If you are a healthcare professional, you agree not to disclose any patient or other information prohibited to be disclosed under applicable laws, rules or regulations, or to dispense any medical advice at any time during the course of your service as an Expert. You shall promptly notify us if, in your reasonable opinion, an IDR Client is seeking to speak to you for any purpose other than to conduct research (e.g., attempting to market products or services to you).

Furthermore, you represent to IDR that you are duly licensed in any jurisdictions in which you are currently practicing, and that you are not named on any blacklist or prohibited list issued by any regulatory or government authority. You agree that you will promptly notify us and withdraw from the IDR Expert Network in the event that any of the representations in this paragraph cease to be true, and IDR reserves the right to deactivate your account on the occurrence of the same but shall not be under any obligation to do so and disclaims any liability arising as a result of the same.

11.6 Clinical Trials and Consulting
If you have participated in a clinical trial or provided consulting services to a person or entity, you may have duties or obligations to treat certain related information as confidential. You must satisfy those duties and obligations and any other policies and requirements of such person or entity, your institution(s) and trial sponsors. Under no circumstances may you ever disclose or discuss any confidential information learned in the course of your consulting or clinical trial participation, including patient experience information and trial results, until such information has been made public. If you are a member on an ongoing clinical trial, you may not discuss the ongoing trial phase until it is completed, and the results are made public.

11.7 Attorneys and Auditors
If you are an attorney, you agree not to consult about any clients you currently represent or to disclose any information or opinions that would breach any legal or ethical duty you or your firm owes to past or present clients. If you are a lawyer, you will not give legal advice in connection with a Project and you will not establish an attorney-client relationship with Clients through participation in Projects.

If you are currently an auditor or formerly an auditor, you agree not to consult about companies or other organizations that you currently audit or have audited within the last three years. If you are an attorney or an auditor in current practice, you represent that you are duly licensed to practice in the jurisdictions in which you currently practice, and that you are in good standing as a member of the Bar or other similar professional board to which you are subject.

11.8 Legal Privilege
In the event that an IDR Client initiates a Project involving its legal counsel, it is possible that the IDR Client may wish to assert a claim of legal privilege concerning the Project. Under these circumstances, Client’s legal counsel may ask you to enter into a separate written engagement agreement with them for your services (an “Engagement Agreement”). Any such Engagement Agreement shall prevail over any inconsistent terms in this Agreement with respect to your relationship and obligations to such IDR Client with respect to the Project. Such Engagement Agreement shall not modify your obligations to IDR or third parties, under this Agreement or otherwise.

11.9 False or Misleading Information
You agree never to disseminate false or misleading information or inaccurately represent your experience, education, employment or knowledge to IDR or any IDR Clients.

12. Reporting Project Concerns

IF YOU BECOME CONCERNED WITH THE NATURE OF ANY INQUIRY OR PROJECT BY AN IDR CLIENT, OR AN IDR CLIENT ATTEMPTS TO INFLUENCE YOUR DECISIONS (E.G., WHAT PRODUCTS OR SERVICES TO USE) IN ANY WAY, OR A CLIENT IS MARKETING PRODUCTS OR SERVICES TO YOU RATHER THAN CONDUCTING RESEARCH, YOU MUST DISCONTINUE YOUR PARTICIPATION AND NOTIFY IDR IMMEDIATELY BY EMAILING ERM@IDR.CO.

13. Assignment, Non-Exclusivity

Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned, delegated or otherwise transferred, in whole or in part, by operation of law or otherwise, by you without IDR’s prior written consent (which consent we may withhold in our sole discretion), and any such assignment, delegation or transfer by you without such prior written consent shall be null and void and of no force or effect whatsoever. Membership in the IDR Expert Network is non-exclusive, and you are free to perform independent services for any person or business, including any of IDR’s competitors; provided, however, that you shall not violate this Agreement. IDR makes no representation regarding the frequency, quantity, or type of invitations to Projects you will receive or in which you will be invited to participate.

14. Intellectual Property

14.1 Expert Content
You represent that any information and materials, regardless of format, that you submit, upload, or otherwise provide to a Client or to IDR (collectively, “Content”) is your intellectual property or you have obtained any necessary permissions or licenses to such Content in order for such Content to be transferred and/or licensed in accordance with this Agreement. You are solely responsible for your Content, and you agree not to submit Content that is unlawful, threatening, defamatory, profane, deceptive, misleading, infringes on the rights of another, or otherwise violates this Agreement.

14.2 Content Created for IDR Client(s); Client Compliance
If an IDR Client selects you for a Project, Content you create in connection with that Project (“Project Content”) shall be solely owned by IDR and/or IDR Client (e.g., as a “work for hire”) and may be used for any purpose permitted under that IDR Client’s agreement with the Expert and/or IDR, which may include reproduction, disclosure, transmission, publication, broadcast, and posting, unless otherwise agreed in writing by Expert, IDR and/or the IDR Client, and you hereby assign all right, title and interest in and to Project Content. Content you create independently of, or prior to, any Project (“Retained Content”) shall continue to be yours and as Expert you shall retain all rights, title, and interest in and to such Retained Content; however, you grant IDR and/or the IDR Client a perpetual, world-wide, royalty-free, and transferable license, with rights to sublicense through multiple levels of sublicensees, to use, copy, modify, make derivative works of, perform, publicly display, distribute (in any form or medium, whether now known or later developed) and otherwise exploit any Retained Content included in any Project Content (and authorize IDR to facilitate retention and use of any Retained Content).

Without limiting the foregoing, you agree that IDR and/or the IDR Client is free to use any ideas, concepts, know-how, or techniques contained in any Content you transmit to IDR and/or that IDR Client for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products using such information. Any inventions, discoveries or improvements that are based in full or in part on any Content and information you create for IDR and/or an IDR Client in the course of a Project, and all intellectual property rights in or appurtenant to such inventions, discoveries, or improvements, shall be owned entirely by and shall be proprietary to IDR and/or the IDR Client

14.3 IDR Publications
Content that you submit for publication by IDR (“Publications”), shall be owned by IDR and you shall retain no license to use such Content unless otherwise provided by IDR in the terms of such Publication.

14.4 Content License
For all Content other than Project Content, Retained Content, and Recordings, you grant IDR a perpetual, world-wide, royalty-free, transferable, and exclusive license to use, distribute, reproduce, publish, reprint, modify, adapt, sublicense, and display such Content, in whole or in part, in original form or as edited or modified by IDR, in all languages and forms, for any commercial or non-commercial purpose unless otherwise agreed in writing.

14.5 Content Release & Indemnification
You additionally release IDR, and any and all persons acting under its permission or authority from any claim, liability, or action in law, including any claims for defamation, proprietary infringement, or invasion of privacy, arising in connection with your Content. Further, you agree to indemnify, defend, and hold harmless IDR and its Clients from and against any third-party claim that your Content or the use of your Content infringes upon any patent, trademark, copyright, trade secret, or other intellectual property right, including any related liabilities, costs and expenses.

15. Privacy Policy

You acknowledge and consent to IDR’s collection, synthesis, and retention of information about you, referred to as “Personal Information,” from various sources, including yourself, your activities within the IDR Expert Network, and third-party sources. IDR will handle Personal Information in accordance with IDR’s Privacy Policy (https://idr.co/privacy), which is hereby integrated by reference into this agreement. Upon termination of your membership in the IDR Expert Network, you agree that IDR may retain Personal Information, ensuring it receives the protections outlined in its current Agreement and privacy policies. Furthermore, you agree that IDR may use and disclose Personal Information for various purposes, including but not limited to contacting you regarding your participation in the IDR Expert Network, managing your membership, administering compliance policies and procedures, marketing IDR’s services, complying with applicable laws and government requests, and managing, enhancing, and promoting IDR’s business operations.

You further agree that IDR may disclose your information in an aggregate and/or de-identified form to its Clients and non-Client third parties for the purpose of promoting IDR’s business, including without limitation by displaying such information on IDR’s websites, IDR’s third party partner websites, print media, and other materials (collectively, “Marketing Materials”). You may opt-out of this promotional use by contacting IDR at privacy@idr.co. If you opt out of this promotional use or terminate your participation in the IDR Expert Network, IDR will use reasonable efforts to discontinue creating and distributing Marketing Materials that contain your information.

Notwithstanding the foregoing, any such opt out will not apply to your submissions of Publications, or participation in IDR events. You agree that IDR may disclose your information and your participation in the IDR Expert Network to third parties for the purpose of verifying Personal Information and/or confirming any consents or approvals you may need to participate in the IDR Expert Network or in specific Project(s). You agree that IDR may disclose your information in response to legal process, to protect IDR’s or a client’s rights, as otherwise required by law, or for the prevention or detection of a crime or fraudulent conduct.

If IDR sells all or part of its company or enters into a partnership with another business entity, you agree that IDR may disclose your information to its new business partners or owners who may then provide you with information about their products and services. You agree that IDR may share your information with third parties to further the businesses of IDR, its affiliates, and their respective business partners provided that each has agreed not to use such information to sell or market products or services to you without your prior consent. IDR will not sell your information to third-party marketers or similar organizations. Whenever we share your information, we will always give due consideration to ensure that any disclosure does not cause any unwarranted prejudice to your privacy. The IDR Clients may be required, by law or their own compliance policies, to disclose certain details of your consulting, including your name and the amount you were paid (“Required Client Disclosures”). You authorize IDR to make Required Client Disclosures on behalf of and at the direction of Clients and you agree to provide any additional information necessary to complete any Required Client Disclosures.

You agree that your information may be transferred to IDR’s offices to be used for these purposes, and it may be transferred to and shared with any of IDR’s worldwide locations and affiliates. You may request a full list of all subsidiaries and affiliates of IDR. You agree that IDR may, if it so chooses, conduct a background check on you, including through a third-party service, seek to confirm your employment history and education credentials, as well as check for any criminal history. IDR may also seek to verify the substance of your discussions with Clients. As it conducts background checks and other verifications, you agree to cooperate with IDR and provide any necessary consents. You agree that IDR may retain your information for its business purposes if you cease to be a member of the IDR Expert Network, except to the extent you reside in a jurisdiction that requires otherwise, provided that IDR will protect all such information about you in accordance with this Agreement.

In the event that you disclose the personal data of any third party to IDR, you shall, to the greatest extent permitted under applicable law, draw the attention of that third party to IDR’s privacy policies, prior to making such disclosure. Notwithstanding anything to the contrary, IDR may use, disclose, sell and otherwise commercialize any information or data in an aggregate and/or de-identified form.

16. Miscellaneous

16.1 IDR reserves the right to modify this Agreement from time to time and publish an updated version on IDR’s website. All changes are effective upon publication. If you no longer wish to be bound by any modified Agreement and would like to opt-out of the IDR Expert Network, please notify us by sending an email to erm@idr.co within four (4) weeks following publication of the modified Agreement, failing which you would be deemed to have accepted the modified terms of the updated Agreement.

16.2 If any of the provisions of this Agreement is null and void, the remainder of the Agreement shall remain in effect. However, Parties agree to immediately replace the invalid provision by an as close as possible, legally permissible provision. Experts agree to allow IDR to use Expert’s title, and years worked in the industry, among other details, as part of a profile that IDR may provide to current or prospective IDR Clients in order to demonstrate the type of subject matter experts with whom IDR partners.

16.3 EXPERTS AGREE TO INDEMNIFY AND HOLD HARMLESS IDR, ITS OFFICERS, OFFICIALS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, INVITEES, OR AGENTS AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, LIABILITIES, PENALTIES, PUNITIVE DAMAGES, EXPENSES, AND COSTS OF ANY KIND OR AMOUNT SUITS, OR ACTIONS, INCLUDING ATTORNEY FEES, AND WITNESS COSTS ARISING OUT OF OR RESULTING FROM THE ACTS, ERRORS OR OMISSIONS OF THE EXPERT IN PERFORMANCE OF THIS AGREEMENT. FURTHER, EXPERTS AGREE TO HOLD HARMLESS AND INDEMNIFY IDR FROM ANY AND ALL LIABILITY, ARISING OUT OF EXPERT’S NEGLIGENCE, WHETHER WILLFUL OR GROSS, AND WHETHER IT BE SOLE OR IN CONCERT WITH OTHERS, IN CONNECTION WITH PERFORMANCE OF THE SERVICES DESCRIBED HEREIN. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT. SHOULD IDR SUFFER ANY DAMAGES—WHETHER MONETARY OR NONECONOMIC—DUE TO THE ACTIONS OF THE EXPERT SET FORTH HEREIN, EXPERTS AGREE TO REIMBURSE IDR FROM AND AGAINST ANY AND ALL RECOVERABLE DAMAGES INCURRED BY IDR WITHIN A REASONABLE TIME, NOT TO EXCEED 60 DAYS FROM THE DATE OF OCCURRENCE, OR FROM THE DATE WHICH IDR BECAME AWARE, WHICHEVER IS SOONER.

16.4 In the event that you breach, or threaten to breach, any of the obligations contained in this Agreement, you acknowledge that the IDR’s and/or IDR Clients’ remedies at law will be inadequate and that Client and/or IDR will be entitled to an injunction to prevent your prospective or continuing breach and to maintain the status quo pending arbitration provided for below.

16.5 YOU AGREE THAT UNDER NO CIRCUMSTANCES WILL IDR AND IDR CLIENTS BE LIABLE TO YOU OR TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO YOUR SERVICES AND OTHER CONDUCT AS AN EXPERT, OR YOUR INTERACTIONS OTHERWISE IN THE IDR EXPERT NETWORK OR WITH CLIENTS. IDR SHALL NOT BE LIABLE FOR ANY CLAIMS AGAINST YOU BY THIRD PARTIES. IN NO EVENT SHALL THE MAXIMUM CUMULATIVE LIABILITY OF IDR OR IDR CLIENTS ARISING FROM OR RELATED TO ANY CONDUCT IN CONNECTION WITH THIS AGREEMENT EXCEED THE FEES PAID BY IDR TO YOU HEREUNDER FOR THE RELEVANT CONSULTATION OR SURVEY IN THE MONTH SUCH LIABILITY IS ALLEGED TO HAVE ARISEN.

16.6 Any and all disputes, controversies or claims, whether in tort, contract, or otherwise, that arises from or relates to this Agreement, and/or your provisioning of services, including whether the claims asserted are arbitrable, shall be exclusively and finally determined by binding arbitration under the auspices and commercial rules of the American Arbitration Association (AAA) in effect from time to time. The venue for all arbitrations shall be New York City, New York, unless otherwise agreed by the parties in writing. 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 the right to seek injunctive relief in any court of competent jurisdiction as provided for in this 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.

You and IDR are agreeing to give up any rights to litigate claims in a court or before a jury or to participate in a class action or representative action with respect to any claim. Other rights that you would have if you went to court, such as access to discovery, may also be unavailable or may be limited in arbitration. In addition, this arbitration provision affects your ability to participate in class, collective or representative actions. Both you and IDR agree to bring any dispute in arbitration on an individual basis only, and not on a class, collective, or representative basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class, collective, representative or private attorney general action, or as a member in any such class, collective, representative or private attorney general proceeding (“Class Action Waiver”).

In the event any portion of this arbitration provision is deemed unenforceable, the remainder of this arbitration provision will be enforceable. If any portion of the Class Action Waiver portion of this arbitration provision is deemed to be unenforceable, you and IDR agree that this arbitration provision will be enforced to the fullest extent permitted by law (but in no case shall there be a class or collective action arbitration).

16.7 This Agreement is governed by the laws of the State of New York without regard to any choice or conflict of law rules.

16.8 As used in this Agreement, the word “including” shall mean “including, without limitation,” in all cases. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be reformed, construed and enforced as if such invalid, illegal or unenforceable provision had never been contained herein.

16.9 The provisions of sections 6, 8, 9, and 16 (including subsections) of this Agreement shall survive any termination or expiration of this Agreement.

16.10 No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned, delegated or otherwise transferred, in whole or in part, by operation of law or otherwise, by Experts without IDR’s prior written consent (which consent we may withhold in our sole discretion), and any such assignment, delegation or transfer by Experts without such prior written consent shall be null and void and of no force or effect whatsoever.

By consenting to the foregoing, you hereby agree to abide by and be bound by the terms and conditions set forth in this Agreement.