Terms & Conditions

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 of membership in CRG’s executive forum (the “Executive Forum”) govern your relationship with CRG and its Clients (defined below). The most recent and up-to-date version of these Terms and Conditions is located at https://www.colemanrg.com/terms-conditions and will supersede all prior versions of the Terms and Conditions previously in effect between CRG and you. The use of 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 will control.

Introduction. CRG offers executives, professionals and consultants in a wide variety of industries or specialties the opportunity to register as a member of its Executive Forum (“Forum Members” or “you”) and provide research consulting services to or for the benefit of CRG’s clients (each, a “Client” and collectively, “Clients,” which may include investment management institutions, consulting firms, corporations or banks that conduct research). These research consulting services may include one-on-one phone consultations, face-to-face meetings, group conference calls, research reports, surveys, web-based conferences, or other research services (“Research Services”).

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 all necessary approvals. By joining the Executive Forum, you are representing that you are not restricted from doing so by any agreements or policies you are subject to 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 unless explicitly stated in a written agreement between such entity and CRG.

As a Forum Member. You are free to accept or decline any offer to provide Research Services in your sole discretion, provided, however, that you may accept only those Research Services (a) that do not present a conflict of interest; (b) that relate to matters that you are permitted to discuss under applicable law and subject to 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 participating in proposed Research Services within three (3) business days and to adhere to the schedule you establish with us. You are never obligated to accept any offer to participate in Research Services.

Payment for Research Services. Forum Members will be paid based upon the applicable rate established by CRG and the Forum Member and recorded in your profile. To receive payment, you must log into CRG’s secure website, create a payment profile and submit an invoice for the time spent providing Research Services to CRG’s Client. Unless you have received prior written authorization from CRG, you will not be compensated for any time in preparation for, or in follow- up to, Research Services. Clients cannot authorize such additional work. In addition, CRG will compensate you only for Research Services that are either arranged by CRG through its systems, or explicitly approved in advance by CRG.

You can generally expect to receive payment within fifteen (15) business days of receipt by CRG of a properly completed invoice when requesting payment by ACH/wire transfer and thirty (30) business days when requesting payment by check; provided, however, that if CRG determines, in its sole discretion, that you have violated these Terms and Conditions or other CRG compliance rules or procedures, then you will not be eligible for payment. Invoices sent more than 90 days after the completion of Research Services will not be honored. CRG will not accept any faxed or mailed invoices.

CRG will provide Internal Revenue Form 1099 to 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.

Forum Member Conduct. During your participation in the Executive Forum, you agree to act with the utmost professionalism and courtesy in your dealings with CRG and its Clients. Therefore, as a Forum Member, you must not disclose any confidential information, including, for example, any material non-public or proprietary information, commercial secrets, or 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, etc.). Further, if you determine it is necessary to end your participation in any Research Services to avoid disclosing such information, CRG will pay you for the time you spent participating in such Research Services.

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

You will not participate in any Research Services that would cause you to breach any agreement, legal obligation, duty, or obligation of any kind to which you are subject, including any policy or code of conduct or ethics of any company for which you are a current or previous employee, director, officer or trustee.
If you are an officer, director or employee of a 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 Research Services until the tender offer is complete.
If you were formerly employed in a finance or accounting role, you are prohibited for a period of 6 months from participating in any Research Services the subject matter of which is your former employer.
If you are employed by a government (local, state, federal, or foreign) or government agency, you agree not to participate in any Research Services about any industries or entities regulated by your employer.
As a 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), or any other person or entity, in return for an unfair business advantage, any type of favorable treatment, to induce or reward the improper performance of a function or activity, or other improper benefit to CRG or its Clients. You must be aware of and comply with and complete Coleman’s training on international anti-bribery/anti- corruption laws and regulations, including, but not limited to, the U.S. Foreign Corrupt Practices Act (FCPA) and the U.K. Bribery Act.
If you are an attorney or auditor, you shall not participate in any Research Services that are about current clients or any clients to whom you or your firm owes a duty of confidentiality.
You will not participate in any Research Services with any competitors of any company for which you are an employee, director, officer or trustee.
You further agree not to provide any investment advice to CRG or its Clients, including, without limitation, any ratings or securities recommendations. While participating in Research Services, you must not provide any “professional” advice (e.g., legal, medical, or accounting advice).
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 Research Services about ongoing trials or unpublished information.

CRG will not knowingly recommend you for any Research Services 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 any Research Services 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 Research Services 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 a 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.

As a Forum Member, you agree that you will provide CRG with accurate, current and historical Personal Information (as defined herein) regarding your education, experience, employment and any contractual or other obligations you may be subject to, and you agree to update this information in a timely manner with CRG in the event this information changes, and to ensure that such information is up to date prior to providing any Research Services.

You agree that you will not provide any false or misleading information of any kind to CRG, its Clients, or during the provision of Research Services.

Healthcare Providers. If you are a healthcare provider, who is a person licensed to provide healthcare services directly or indirectly to patients, including but not limited to a physician, nurse, dentist, optometrist, technician, psychologist or lab specialist (“HCP”), then you also agree to the following:

• HCP is not currently excluded, debarred, suspended, or otherwise ineligible to participate

in Federal or state health care programs or in Federal or state procurement or non-procurement programs.

HCP is not currently under any loss or restriction of any professional license, nor of any related certifications, rights, or privileges.
HCP has never been and is not currently debarred under the U.S. Generic Drug Enforcement Act of 1992, 21 U.S.C. §§335(a) and (b), as it may be amended from time to time.
HCP has not been convicted of, nor is HCP currently under investigation for a criminal offense that falls within the scope of 42 U.S.C. § 1320a-7(a) (regarding mandatory exclusions from Medicare and state healthcare programs), but for which HCP has not yet been excluded, debarred, suspended, or otherwise declared ineligible.
HCP does not appear on either the Department of Human Health & Services/Office of Inspector General List of Excluded Individuals/Entities, found at http://exclusions.oig.hhs.gov/ nor the General Services Administration’s List of Parties excluded from Federal Programs.
Compensation for participating in the Healthcare Project represents the fair market value of the services to be provided by HCP negotiated in an arms-length transaction with CRG based on HCP’s skills and experience. Compensation has not been determined in a manner which (i) takes into account the volume or value of referrals or business which may otherwise be generated between HCP and any CRG Client, or (ii) constitutes or may be construed in any manner as an obligation or inducement for HCP to refer patients or to order any product for patients.
HCP acknowledges that if any adverse event information is disclosed by the HCP, CRG or its Clients may be legally required to disclose this information and the HCP’s identity and contact information in order to comply with any applicable statute, regulation or administrative agency rule, and the HCP will assist CRG in complying with adverse event reporting requirements under applicable laws.
HCP will immediately notify CRG in the event any of the representations in this section cease to be true.

CRG Proprietary Information. For purposes hereof, “Proprietary Information” means all information pertaining to CRG, its business or its Clients, including, but not limited to, the names of such Clients and Client employees, the subject-matter of the Research Services or your participation in Research Services 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 Research Services in your individual capacity as an independent contractor of CRG and not as an agent or representative of any entity or individual, unless otherwise agreed in writing by CRG. As such, 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 a 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. Further, you shall not represent yourself as being an employee of CRG or its Clients to any person or entity and you shall not be eligible for any employment benefits based on your participation in Research Services. 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 Research 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.

You also agree that while you are participating as a 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.

CRG or its Clients may record and/or transcribe the Research Services, and any such recording or transcript is included in Works as defined herein. In addition, your participation in Research Services may be monitored by CRG and/or its Clients and their respective compliance departments and such monitoring may be unannounced.

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 Research Services opportunities, 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 Research Services and your participation as a Forum Member ends. Additionally, CRG reserves the right to use your Personal Information for the purposes of, among other things, confirming employment and academic information and performing background checks (including through the use of third parties).

Information provided by our 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 agree not to contact Clients introduced to you by CRG with whom you did not have a prior relationship for any reason, or to provide Clients with any unsolicited information or gifts without our prior consent. In addition, you agree, for a period of one year from your participation in Research Services with a Client first introduced to you by CRG, not to circumvent CRG by soliciting, negotiating with or entering into any agreement or arrangement, (whether oral or in writing) with such Client without the prior written consent of CRG. You also agree, during the course of your participation in the Executive Forum and for a period of one year after termination of your relationship with CRG, not to solicit for employment or hire any CRG employee or employees of any CRG Client first introduced to you as part of your participation in the Executive Forum.

Copyright. All materials set forth on CRG’s websites, 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.

In addition to any other obligations you may have by law, contract or otherwise, in the event that you, as part of your participation in Research Services through CRG, generate, author or contribute to any copyrightable work (collectively, “Works”), you acknowledge that such Works are the exclusive property of CRG and that such Works constitute works made for hire by you. Further, you acknowledge and agree that the Works (and all rights therein, including, without limitation, copyright) belong to and shall be the sole and exclusive property of CRG and CRG’s rights to the Works are fully and freely assignable to Clients in CRG’s sole discretion.

If for any reason the Works would not be considered works made for hire under applicable law, you do hereby sell, assign, and transfer to CRG, its successors and assigns, the entire worldwide right, title and interest in and to the Works, including rights in the Works now existing, or which may hereafter come into existence, which shall include but not be limited to all copyrights in the Works and all derivative Works and any registrations and copyright applications relating thereto and any renewals and extensions thereof, including rights of ownership, use, display, to prepare derivative materials, publication, republication, distribution, performance and reproduction in any medium now existing or which may exist in the future (including but not limited to print; electronic display, distribution and storage; compact disks; tapes; digital distribution and on the Internet) and in any manner whatsoever, solely within the discretion of CRG, together with all exclusive rights granted to an independent contractor under the copyright laws of the United States, foreign countries, and international copyright conventions and the right to request and receive documents CRG deems necessary to record any of these grants with the United States Copyright Office or elsewhere, and in and to all works based upon, derived from, or incorporating the Works or any part thereof. You further assign to CRG all of your worldwide rights to all income, royalties, damages, claims and payments now or hereafter due or payable with respect thereto, and in and to all causes of action, either in law or in equity for past, present, or future infringement based on the Works, and in and to all rights corresponding to the foregoing throughout the world. The assignment also includes the right to defend and enforce the Works in any and all appropriate forums. The aforesaid shall collectively be deemed the “Assigned Interests.”

You agree to execute all papers and to perform such other proper acts as CRG may deem necessary to secure for CRG or its designee the rights herein assigned. You hereby appoint CRG as attorney in fact, with full authority to enforce the Assigned Interests, as CRG would do if this assignment were not being made.

Responsibility of Forum Member to CRG. You agree to indemnify and hold harmless 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) arising out of or in connection with (a) your willful misconduct or gross negligence in your performance of consulting services hereunder or (b) your breach or violation of any and all provisions 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 a 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 a 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 by the government.

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.