Introduction. Coleman Research Group, Inc. ("CRG") provides industry executives and professionals the opportunity to register as an Executive Forum Member and provide paid consulting services to institutional money managers who are clients of CRG ("Clients"). Registration and continued participation as an Executive Forum Member is subject to the following terms and conditions.

Becoming an Executive Forum Member. In order to register as an Executive Forum Member, you must complete the information required by our online registration form. In doing so, you agree that any information you provide will be accurate and complete and that you will update or confirm your profile with CRG before each project (phone consultations, face-to-face meetings, luncheons, etc.).

As an Executive Forum Member. You will be contacted directly by a representative from CRG regarding a potential consulting project (phone consultations, face to face meetings, luncheons, etc). You are free to accept or decline any projects in your sole discretion. You are expected to accept or decline a project within three (3) business days and to adhere to the schedule you establish with us. You are never under any obligation to accept a project.

You should accept projects only on topics (i) that do not present a conflict of interest; (ii) you are permitted to discuss, under applicable law and any contractual obligations (including employment) applicable to you; and (iii) about which you are knowledgeable.

Payment for Projects. If applicable, each Executive Forum Member is free to establish his or her hourly rate. In order to receive payment, you must login to CRG's secure website and submit an invoice, if this is not possible you may send an email invoice to us at invoice@colemanrg.com with the following information: your name, company name (if check is being made out to company) dates worked, name of Client, and total hours for the project. You can expect to receive payment by mail within 15 days of receipt by CRG of a properly completed invoice. Invoices sent more than 90 days after the completion of a project may not be honored. CRG will not accept any faxed or mailed invoices.

You will be compensated only for the time spent on a call or in-person with a CRG client. Unless you have received prior authorization from CRG, you will not be compensated for any research in preparation of or in follow-up to a project. CRG Clients cannot authorize such additional work.

You acknowledge that you are an independent contractor, and not an employee of CRG, and, as a result, you agree to comply with all applicable tax withholding and/or reporting obligations arising from any payments made to you. CRG will provide Internal Revenue Form 1099 to Executive Forum Members as required. As a condition to payment, you agree to properly complete and deliver to us all information that we may reasonably require in order to comply with applicable tax reporting obligations.

CRG reserves the right to withhold payment, if you fail to observe these Terms & Conditions.

Executive Forum Member Conduct. As a guiding principle, CRG expects that Executive Forum Members will act with the utmost professionalism and courtesy in their dealings with Clients.

Therefore, as an Executive Forum Member, you agree not to knowingly disclose any confidential information, which includes material non-public and proprietary information and information covered by any nondisclosure agreement(s) to which you are a party, regardless of its source (i.e., present or previous employment relationships, directorships, consulting engagements, nondisclosure agreement, etc.).

CRG will not knowingly recommend you for a project where a client is seeking to learn information about your current employer or any other entity or topic identified in your profile as being subject to a possible confidential relationship. Furthermore, if you determine at any time that your participation in a project could result in a violation of any of the foregoing or may present a conflict of interest, you will immediately terminate your participation in such project and notify CRG. If, during a project, the answer to a question requires you to disclose confidential information, you must not answer the question. If CRG learns that you have disclosed confidential information we will immediately terminate our relationship with you and may withhold payment for such consultation.

As an Executive Forum Member, you are responsible for compliance with (a) all applicable laws, rules and regulations, and (b) any contractual relationships or fiduciary duties that are binding on you. Without limiting the foregoing, you acknowledge that federal and state laws generally prohibit the misappropriation and use or dissemination of material nonpublic information, which may include disclosure of confidential information.

You further agree not to provide any investment advice to Clients, including, without limitation, any ratings or securities recommendations. When providing consulting services you shall refrain from providing "professional" advice (legal, medical, accounting, etc.).

Confidential Information. For purposes hereof, "Confidential Information" means all information pertaining to CRG, its business, and its clients including the names of such clients, employee names and projects for such clients.

Confidential Information shall not include information which (a) is or becomes publicly known without violation of this Agreement; (b) you show, through written records, was rightfully known by you without violation of any restriction; or (c) you are legally obligated to disclose, provided, however, that prior to any such obligated disclosure, you shall give us reasonable advance notice of such disclosure and shall cooperate with us in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information.

You shall hold all Confidential Information in strict confidence and shall not disclose any Confidential Information to any third party. You shall not use any Confidential Information for your own benefit or any third party. The obligations of this Section with respect to any item of Confidential Information or with respect to any discussions or agreements between the parties shall survive any termination or expiration of this Agreement.

Relationship of Parties. You acknowledge and agree that you will participate in each project as an independent contractor of CRG. Except as expressly agreed, you will not have any right or authority to negotiate any agreement or otherwise incur any obligation on behalf of CRG or to make any representation or warranty on behalf of CRG or any Client. Your status as an Executive Forum Member does not create an employment, agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between you and CRG or any Client. Additionally, you agree that you will not make un-authorized use of CRG's name.

You hereby acknowledge that any Client for whom you perform consulting services hereunder is an intended third party beneficiary of these Terms and Conditions and has the same rights and expectations as CRG with respect to any breach by you of your representations, warranties and covenants hereunder.

Your contact information will never be sold to third party marketers. You further agree that, while you are participating as an Executive Forum Member, CRG will have the right to utilize and publish, in whole or in part, information you provide during and after the registration process (other than your name, email address and phone number) in its marketing materials, whether contained on its website or elsewhere. You agree that, while you are participating as an Executive Forum Member, CRG will have the right to share the information you provide to CRG with its clients.

Non-Solicitation. You acknowledge that CRG's Clients are its valuable business assets. CRG will consider facilitating an extended consulting assignment between you and our client. Written approval from CRG is required before you offer employment or an engagement for the services of, or otherwise hire, engage the services of, solicit from or propose any consulting relationship to any client of CRG's to whom we have introduced you during the term of this Agreement or for a period of six months following the most recent project with that Client.

Copyright. All materials set forth on CRG's web sites, regardless of whether they are specifically marked, are protected by copyright and other intellectual property laws. You may not use such materials, in any way other than for your personal use in connection with your services to Clients, without the express written permission of CRG.

Responsibility of Executive Forum Member to CRG. You agree to indemnify and hold harmless, and at CRG's request defend, CRG and its affiliates, successors and assigns (and its and their officers, directors, employees, sublicensees, customers and agents) from and against any and all claims, losses, liabilities, damages, settlements, expenses and costs (including, without limitation, attorneys' fees and court costs) which arise out of or relate to (a) your willful misconduct or gross negligence in your performance of consulting services hereunder or (b) your breach of these Terms and Conditions.

Miscellaneous. We may modify these terms and conditions from time to time by posting the modification(s) on our website, www.colemanrg.com. Unless otherwise specified by us when posted, all modifications will be effective upon posting. If you do not agree to any modification(s), your only recourse will be to terminate your participation as an Executive Forum Member. If you continue to participate as an Executive Forum Member after any modification becomes effective, then your participation will constitute acceptance of such modification. CRG reserves the right to terminate in its sole discretion any person's participation as an Executive Forum Member.

Any controversy or claim arising out of or relating to the interpretation and performance of this Agreement shall be solely and finally settled by binding arbitration under the rules of the American Arbitration Association, and judgment on the award rendered in the arbitration may be entered in any court having jurisdiction thereof. Any such arbitration shall be in New York, New York, and shall be submitted to a single arbitrator appointed by the mutual consent of the parties or, in the absence of such consent, by application of any party to the American Arbitration Association. The arbitrator shall be authorized to apportion fees and expenses (including counsel fees and expenses), as the arbitrator shall deem appropriate. The parties agree that any post-arbitration action seeking to enforce an arbitration award or action seeking equitable or injunctive relief shall be brought exclusively in the courts of the State of New York or the United States District Court for the Southern District of New York. Acceptance of the terms and conditions of this Agreement constitutes consent by both parties to sue and be sued in such courts and to accept service of process outside of the State of New York with the same force and effect as if such service had been made within the State of New York.

You represent that you have never been (i) of convicted of a felony; or (ii) the subject of an investigation by a securities regulator or other regulatory authority (state, federal or foreign) or a defendant in any proceeding where fraud or violation of laws or regulations including the taking of a false oath, the making of a false report, perjury or bribery or conspiracy to commit any such offense is alleged.

Furthermore, if you hold a professional license, you represent that you have not been subject to any disciplinary actions with respect to that license by any state, federal, foreign, or professional body in the past 5 years.

Entire Agreement. This constitutes the entire Agreement between CRG and Executive Forum Members.