Terms & Conditions
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.
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.
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.
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:
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.
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.
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.
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.
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.