The following are the Terms and Conditions (“Agreement”) to join Evalueserve(SM) Circle of Experts (the "Circle"), whose primary site is CircleofExperts.com (“Website”), and be an independent consultant ("Expert") to Nitron, Inc. ("Nitron").  These supersede all prior Terms and Conditions between Nitron and Experts. By submitting your application form to the Circle or verifying your acceptance of these terms via the Nitron website, you agree to be an expert in the Circle and bound by these Terms and Conditions.  This is a legally binding agreement, and you affirm that you that you have attained the age of competency to enter into a legal contract in accordance with the laws of your country of residence.  Contact information for us is at the bottom of this Agreement.

1. PURPOSE OF TERMS & CONDITIONS

These Terms and Conditions describe the relationship between Experts and Nitron, the means of interaction with Nitron’s customers (“Clients”) and payment to Experts, and the protection of material works and data privacy.  These terms also are intended to satisfy all parties that our activities, as well as those of our Experts and Clients, will be carried out in accordance with applicable laws and appropriate standards of professional conduct. The expert is expected to read and abide by all the provisions of these Terms and Conditions; with special regard to all the policies under the heading “Consultation Policies” as it addresses important areas, including protection of confidential corporate information and financial industry regulations restricting the disclosure of material non-public information.

2. BACKGROUND

Nitron Circle of Experts is a network of industry experts in and across sectors and countries.  Experts include business professionals, consultants, academics, researchers, and regulatory observers. Experts maintain their contact information, expertise description, preferences for interacting with Nitron and payment information (“Profile) at our website’s private “Log In” area for members (“Extranet”).

Nitron’s Clients include investment managers, corporations, law firms, and such other organizations. Based on our Clients' needs, Nitron will contact a relevant Expert to ascertain whether such expert is well suited to and available for a consulting project ("Assignment").  Assignments most often are conducted through telephone conversations with Clients and in some cases in-person meetings are arranged depending on availability (“Consultations”). Optional Assignments can be broader than one-on-one Consultations, and include online surveys, discussion groups, written reports, and appearances in legal cases as an expert witness. Nitron may, from time to time, introduce new categories of consulting prospects to broaden access to the knowledge and experience of Council Members and meet the education needs of Clients.

3. EXPERT RELATIONSHIP

a) Assignments and Consultations

An Expert will be contacted by phone or electronically whenever Nitron believes there is a potential match between a Client’s research interests and the Expert’s Profile.  Nitron generally will conduct a brief screening call with the Expert about the Assignment prior to determining whether the Expert will be recommended to the Client. This screening call is not counted as part of a paid Consultation. After the screening calls with Experts, Nitron will send the names 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 that are requested to participate in an Assignment should accept or decline within 48 hours. One-on-one Consultations should be scheduled at a mutually convenient time with the Client within five business days. All Consultations you provide should be performed in a prompt, focused, and professional manner.

b) Profile Completion

In order for us to introduce you to more Assignments, you agree that your biographical data will be kept current.  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 accurate.

c) Communication Options
           
As an Expert, you agree you may be contacted through any of the phone numbers, email addresses, or other methods for which you provide contact information in your Profile.

After signing up as an Expert, you may choose later to “opt-out” and request Nitron not to contact you in future, via email or your online Profile. All such requests will be respected and documented by Nitron.

Experts optionally may indicate that they wish to receive electronic communications from Nitron regarding Client research in their sector(s) of expertise even if there isn’t apparently direct relevance, in case you may have expertise that hasn’t been documented in your Profile or know of relevant colleagues (and you wish to receive a referral fee if your colleague is used on an Assignment).

d) Independent Contractor

Any Assignments performed by you as an Expert shall be performed as an independent contractor. You have no minimum time commitment to Nitron unless otherwise agreed to, and may engage in any employment or other consulting you wish.  Experts are never obligated to accept an Assignment and Nitron does not guarantee a particular number or frequency of Assignments. 

You shall not be deemed to be an employee of Nitron or any Client and you shall not be entitled to any benefits provided by either Nitron 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. 

You acknowledge that you are not representing the views of Nitron or acting on the behalf your current employer in your consultations with Clients. 

e) Restrictions on joining the Circle of Experts

You may only join the Website if you are permitted to do so and have obtained any necessary consents or waivers from relevant parties. You should not be restricted by law, employment or any conflict of interest situation whether by any contract, employment, or otherwise. For example, if your employer’s policies require you to receive explicit consent for participation in outside consulting opportunities, you agree to obtain such consent prior to participating. You have reviewed your employment agreements, employee manuals, codes of conduct, etc., to ensure your ability to participate in the Circle. If you are not sure about your ability to comply with these terms, you must decline to join the Circle.

f) Termination of Membership

You may terminate your membership as an Expert at any time by notifying Nitron by email or phone. Nitron reserve the right to terminate your Expert membership at any time for any reason.

4. PAYMENT

Experts are paid based on hourly or daily rates that are agreed to between the Expert and Nitron, 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 (http://www.hklgff.com/spacer.gif). At minimum, we guarantee payment in US dollars by check.

Payments will be issued within two weeks of an Assignment being recorded in the Extranet by the Expert.  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.  Reimbursement for travel or other expenses approved in writing by Nitron must be accompanied by actual receipts submitted by mail.

Nitron 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.

Nitron 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.

Your Agreement is with Nitron Inc., a U.S. entity. As Nitron's Clients will be the recipients of your services via contract with Nitron, therefore there is no need to add a value-added tax.  US Experts will receive a US I.R.S. Form 1099 for any payments if Expert is paid over $600 during a calendar year.

5. CONTACTING NITRON

Nitron Inc., the company operating Evalueserve Circle of Experts, is incorporated in the state of Delaware in the United States. It maintains operations around the globe. Nitron’s corporate headquarters can be reached at:

Nitron, Inc.
211 East 43rd St., 11th Floor
New York, NY, 10017-4820 USA
212-682-6676

www.CircleofExperts.com

6. CONSULTATION POLICIES

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 Nitron. In case of early termination of an Assignment due to the aforementioned reasons you may submit a payment request early for the time already incurred.

a) Conflicts 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 cause 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 an Assignment for which you are a director, officer, or employee, you must decline the offer and let Nitron know the reason. 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.

b) No Personal Benefit

You will not use any information you obtain about a Client, including Confidential Information, business, financial or trading information, for your personal or corporate benefit, or for the benefit of family or acquaintances.

c) No Insider Trading

In accordance with securities laws, Experts must not disclose any trade secrets, proprietary or confidential information about their employer or about the Client that is not otherwise accessible by the public and that would have a measurable impact on the value of financial instruments related to that company (“material non-public information”).

d) No Legal, Financial and Medical Advice

You agree not to provide financial, medical, or legal advice or recommendation. 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.

e) Government Employees

If you are a government employee in a country (such as the United States) in which government employees are prohibited from participating in outside consulting projects, then you cannot participate in such Assignments. If you are a 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 consulting projects.  With respect to countries in which retired government officials have restrictions on their ability to consult, you are required to inform Nitron of your knowledge of any such restrictions and decline Assignments that conflict with them.

f) Confidentiality

You agree to maintain the confidentiality of all information about Nitron and Clients’ practices including the subject and contents of any Assignments performed for Clients; your compensation; and the name of the Client or the Client's employee ("Confidential Information").  If you are working in collaboration with other experts of the Circle, you have the same confidentiality obligations to the other experts as you do to Nitron.   

You agree not to divulge the confidential information of any Assignment to any third party, unless required by law. If a court or other legal body tries to compel you to divulge Confidential Information to anyone other than Nitron, you will immediately notify Nitron 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(SM) Circle of Experts.

g) Information Ownership

Unless otherwise agreed, any 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 your materials are developed at the specific request of the Client or Nitron and the related time and/or expenses are paid for by Nitron, then the Client or Nitron respectively will own the materials as “work for hire” and for any purpose they choose.  All other materials you have created outside of an explicit Client/Nitron request remain your exclusive property.

h) 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 Nitron, until the one-year anniversary of your last Assignment with the Client or your initial introduction to the Client through Nitron, whichever was later. An Introduced Client is a client with which you had not had a significant meeting or phone call about a consulting project or other business relationship within the three years immediately prior to Nitron first introducing the Client to you.

You also agree not to knowingly solicit for employment any employee of Nitron or of any Client with whom you have completed an Assignment until the one-year anniversary of your termination of membership in the Circle.

7. PRIVACY POLICY

Nitron will not disclose to outside parties the names, contact information, or consultation records of Experts of the Circle, unless an Expert provides consent or where required in extraordinary circumstances by legal authorities.  Clients also are not permitted to publicly divulge the name, opinions or Assignment-related work product of an Expert without the Expert’s written permission.

Nitron will provide information about you to our Clients when they express a firm interest in using you for an Assignment. Nitron reserves the right to summarize information about your expertise, altered so as to keep your name and all contact information confidential, in our marketing materials, unless you explicitly request otherwise via your Profile preferences.

Nitron will not sell any information about you to third parties for any reason, including but not limited to marketing of goods and services.  Nitron 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, Nitron may store data about you on computer servers in a different country (e.g., the United States) where this is permitted by the laws of your country of residence.  Nitron makes exceptional efforts to maintain the privacy and security of your data.

8. EXPERT’S RESPONSIBILITIES

a) General Liability

Nitron 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 all the provisions in these Terms and Conditions, as well as any other relevant laws, regulations, and obligations outside the scope of these Terms and Conditions. If you are concerned about conflicts with any laws, regulations, or obligations in any consultation, you should terminate that consultation and notify Nitron immediately.

b) Indemnification
Nitron 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 (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, you shall indemnify, defend and hold harmless Nitron and its successors, its officers, directors, employees, agents and Clients from and against all such damages and liabilities, to the extent permitted by law.
c) Injunction

If you breach or threaten to breach any of the terms herein, you acknowledge that Nitron's remedy at law will be inadequate and that Nitron will be entitled to an injunction to prevent your breach and to maintain the status quo pending arbitration.

d) Notification of legal or professional investigations

If an expert has committed a felony, this should be communicated to Nitron in writing prior to accepting an Assignment. Notification before an Assignment also is required about any 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.

9. ADDITIONAL TERMS

a) Modification of Agreement

By becoming an Expert of the Circle, you agree to be bound by the Terms and Conditions with such updates, if any, as shall be made by Nitron from time to time. These Terms and Conditions and any subsequent revisions are available to you when you access our website. Updates will not become effective with respect to a consultation on which you are then engaged, without your consent, but shall apply to any consultations subsequent to a change in these terms and conditions.

b) Copyright

All material on Nitron's Website, whether explicitly marked or not, is protected by copyright. By posting material (i.e., surveys), experts expressly grant Nitron 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 Nitron's Web site for their personal, noncommercial Use. Nitron owns the copyright on any text, which a Expert provides to Nitron, 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

c) Governing Law

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

d) Arbitration

e) 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.

f) Severability

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

g) Reconfirmation