Coleman Research Group Terms & Conditions

Last Updated: July 24, 2009

Please read these Terms and Conditions carefully as this is a legally binding contract between you and Coleman Research Group, Inc. ("CRG"). These Terms and Conditions govern your relationship with CRG and its clients. The use of the CRG's website is governed by its Terms of Use. To the extent there is any conflict between these Terms and Conditions and the Terms of Use, these Terms and Conditions shall control.

Introduction. CRG provides industry executives and professionals the opportunity to register as an Executive Forum Member and provide paid consulting services to CRG clients ("Clients"). These consulting services with Clients may include one-on-one phone consultations, face-to-face meetings, conference calls, or research services on behalf of Clients (a "Consultation").

Participation in the Executive Forum. You may participate in the Executive Forum only if you are not restricted from doing so by contractual, fiduciary or other obligations, and if you have obtained any necessary approvals. By joining the Executive Forum, you are representing that you are not restricted from doing so and that you have obtained all necessary approvals. Your participation in the Executive Forum is in your personal capacity and not on behalf of any other entity.

Becoming an Executive Forum Member. To become an Executive Forum Member, you must complete our registration form and payment profile by providing accurate and complete information.

As an Executive Forum Member. You are free to accept or decline any Consultations in your sole discretion, provided, however, that you may accept only those Consultations (a) that do not present a conflict of interest; (b) that relate to matters that you are permitted to discuss, under applicable law and any obligations you may have (including contractual, employment, or otherwise) and (c) that relate to topics about which you are knowledgeable.

You are expected to accept or decline a Consultation within three (3) business days and to adhere to the schedule you establish with us. Of course, you are never obligated to accept any Consultation.

Payment for Consultations. Each Executive Forum Member is free to establish an hourly rate. To receive payment, you must log into CRG's secure website, create a payment profile and submit an invoice. You can expect to receive payment within 15 days of receipt by CRG of a properly completed invoice. Invoices sent more than 90 days after the completion of a Consultation will not be honored. CRG will not accept any faxed or mailed invoices.

Unless you have received prior written authorization from CRG, you will not be compensated for any research in preparation of or in follow-up to a Consultation. Clients cannot authorize such additional work. In addition, CRG will compensate you only for Consultations with Clients that are either arranged by CRG or pre-approved in writing by CRG.

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 to comply with applicable tax reporting and withholding obligations.

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 must not disclose any confidential information, including, for example, any material non-public and proprietary information, commercial secrets, and any 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.).

As a member of CRG's Executive Forum, you also agree to the following:

You will not participate in any Consultations that are about any company for which you are an employee, director, officer or trustee.

If you are an officer, director or employee of company that is (a) the subject of a tender offer or (b) making a tender offer for the securities of another entity, you cannot participate in any Consultations until the tender offer is complete.

If you are employed by a government (local, state, federal, or foreign), you agree not to participate in any Consultations about any industries or entities regulated by your employer. In addition, as an Executive Forum Member you are prohibited from providing and/or receiving anything of value to or from any government official (including any employee or representative of a government-owned entity) in return for an unfair business advantage or other improper benefit to CRG or its Clients.

If you are a healthcare professional and participating in any trials you must not discuss patient specific information or trial information not yet publicly available. Data Safety Monitoring Board Members, Scientific Advisory Board members, and trial sponsor employees are not permitted to participate in Consultations about ongoing trials or unpublished information.

If you are an attorney or auditor you shall not participate on Consultations that are about current clients or any clients to whom you or your firm owes a duty of confidentiality.

CRG will not knowingly recommend you for a Consultation the subject of which is your current employer or any other entity or topic to which you have indicated to CRG that you are not permitted to discuss. Furthermore, if you determine at any time that your participation in a Consultation could result in a violation of any of these terms and conditions or may otherwise present a conflict of interest, you must immediately terminate your participation in such Consultation and notify CRG. If CRG learns that you have disclosed confidential information, we will immediately terminate our relationship with you and withhold payment for such consultation, and we may also take such other action as we deem appropriate.

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 laws generally prohibit the misappropriation, use, dissemination, and disclosure of confidential information.

You further agree not to provide any investment advice to Clients, including, without limitation, any ratings or securities recommendations. While participating in a Consultation, you must not provide any "professional" advice (e.g., legal, medical, or accounting advice).

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

Proprietary 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 Proprietary Information.

You shall hold all Proprietary Information in strict confidence and shall not disclose any Proprietary Information to any third party. You shall not use any Proprietary Information for your own benefit or that of any third party. The obligations of this Section with respect to Proprietary Information shall survive any termination or expiration of this Agreement.

Relationship of Parties. You acknowledge and agree that you will participate in each Consultation as an independent contractor of CRG and, as a result, you agree to comply with all applicable tax withholding and/or reporting obligations arising from any payments made by CRG to you. Except as expressly agreed in writing, 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 any unauthorized use of CRG's name.

You hereby acknowledge that any Client for whom you perform Consultations 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.

You also 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 in its marketing materials, whether contained on its website or elsewhere.

You further agree that, at CRG's request, you will cooperate fully with CRG and its affiliates in connection with any inquiry or investigation (whether formal or informal), and any defense or prosecution of any claims or actions.

Use of Information Provided by You. To register in our Executive Forum, you are required to provide us with certain personal information about yourself ("Personal Information"). We use the Personal Information that you provide us to match your expertise to the needs of our clients, market our services to our clients, and for other business purposes. We will not sell your information to a third-party marketer.

You agree that CRG can use your Personal Information to contact you (by phone, email or otherwise) about consulting opportunities with CRG clients and that CRG may disclose such Personal Information to clients. Furthermore, you agree that CRG may retain, in a manner consistent with its Privacy Policy (which is incorporated herein by reference), your Personal Information if you have participated in a Consultation with a Client and your membership in the Executive Forum ends. Additionally, CRG reserves the right to use the Personal Information to contact any relevant third-parties (such as current or former employers, clients, etc.) to confirm that your participation in the Executive Forum is permissible.

Information provided by our Executive Forum Members is stored in a database in the United States and will be accessed by our staff and third parties with whom we have contracted. The information may also be held, processed, and transferred inside or outside the European Economic Area.

Non-Solicitation. You acknowledge that CRG's Clients are its valuable business assets. 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, and for a period of six months following the most recent Consultation 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 (a) convicted of a felony; or (b) 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.


Code Of Ethics
Our Executive Forum Members agree to abide by our policies and respect confidentiality obligations.

As an Executive Forum Member you are prohibited from disclosing any confidential information, including material, non-public information, about your current employer or any other person or entity to whom you have a duty of confidentiality.

Our clients have agreed not to knowingly ask you to disclose such information.