Specialist Terms and Conditions

These terms and conditions (as may be amended from time to time) (“Terms and Conditions”) are entered into between you (“you” or “Specialist”) and CognoLink Limited (whose registered office is at 67-69 Whitfield Street, London W1T 4HF) (“CognoLink”) and govern your membership of the CognoLink Network and your participation in Consultations. By becoming a member of the CognoLink Network and participating in Consultations you agree to be bound by these Terms and Conditions. Please note that these Terms and Conditions may be amended by CognoLink from time to time. It is your responsibility to carefully review these Terms and Conditions before you accept any Proposal. You will be required to accept these Terms and Conditions upon acceptance of any Proposal (and for the avoidance of doubt prior to participating in any Consultation) and the latest version of these Terms and Conditions as accepted by you will supersede all prior versions. CognoLink will notify you of any changes made to these Terms and Conditions on the “Account Overview” section of your personal specialist webpage.

CognoLink may offer translations of these Terms and Conditions in languages other than English for the convenience of Members. The English version shall prevail over any and all such translations.

1. Definitions

1.1 Terms used in this Agreement shall have the following meanings:

“Agent” means any agent, service provider or consultant of the Client appointed by the Client to undertake a Consultation on its behalf;

“Agreement” means these Terms and Conditions, the Privacy Policy, any and all Proposals accepted by you, and all other documents referred to in these Terms and Conditions;

“CognoLink Network” means the network of CognoLink Members;

“ Conference Call ” means an interactive discussion conducted by electronic means between a Specialist and a variety of CognoLink Clients (who may have differing topics of interest or different levels of understanding of the topics being discussed);

“Confidential Information” means any information, whether in written or any other form (including oral information), which is identified as confidential or is clearly by its nature confidential including without limitation any and all information which concerns the business, finance, organisation or future plans of any and all Clients and/or of CognoLink (including the rates CognoLink agree with you in respect of any Consultation), the identity of any Client(s) and the subject matter of a Consultation save that, where such information is already in the public domain or has been provided by a third party other than as a result of a breach of an obligation of confidentiality, then such information will not be regarded as confidential;

“Consultation” means any type of consultation or discussion with Client(s) (or an Agent, if applicable) or potential clients. Such Consultation(s) may take place remotely (including by telephone (including participation in virtual roundtables), email or other electronic messaging), in person including attendance at roundtable meetings and private meetings) and/or involve the provision of information in writing such as reports or participation in surveys within the scope pre-determined by CognoLink, any Member and/or any Client and set out in a Proposal;

“Client” means the organisations or individuals who engage CognoLink for the purposes of consulting with Members of the CognoLink Network;

“Client’s client” means, in connection with any Consultation, any client (if any) of the Client on whose behalf or in respect of which the Client is undertaking the Consultation;

“Fees” means the amount payable by CognoLink to a Member for participation in a Consultation as set out in the Proposal or otherwise agreed by CognoLink and the Member;

“Intellectual Property” means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information and any other intellectual property rights, whether registered or unregistered, and including all applications and renewals in any part of the world; “Member” means you or any other member of the CognoLink Network who is a specialist in a given field by reason of special skill, training or experience;

“Member” means you or any other member of the CognoLink Network who is a specialist in a given field by reason of special skill, training or experience;

“Privacy Policy” means the privacy policy posted at www.cognolink.com (as amended from time to time);

“Proposal” means a proposal provided by CognoLink to a Member setting out the agreed scope of a Consultation or Consultations and relevant Client details which may be sent by letter, fax or email or which may be accessible through your personal specialist web page;

“Recording” has the meaning given in clause 9.2;

“Transcript” means a transcript of the contents of a Conference Call; and

“Translator” means a person who becomes a member of the CognoLink Network and accepts these Terms and Conditions as a translator/interpreter providing translation/interpretation services in Consultations between Clients and other Specialists.

1.2 To the extent of any conflict, inconsistency or ambiguity between any documents referred to in the Agreement, the following order of precedence shall apply with the documents higher in the order of precedence prevailing:

(a) the Proposal;

(b) these Terms and Conditions;

(c) the Privacy Policy;

(d) any other document referred to in the Agreement.

2. Network

2.1 Membership of the CognoLink Network is by invitation only. Unless otherwise expressly authorised by CognoLink in writing, only CognoLink may issue such invitations. Your membership is subject to and conditional upon your acceptance of these Terms and Conditions. Unless you have been invited to become a Member and have accepted these Terms and Conditions you may not hold yourself out as being a Member.

2.2 The CognoLink Network is made up of Members who provide Clients with unbiased information and insight into specialist topics to assist Clients in making informed business decisions. By joining the CognoLink Network, you may be asked by CognoLink to participate in Consultations but will be under no obligation to do so and you will be free to decline any request to take part in any Consultation. Similarly, CognoLink cannot guarantee the number or the frequency of requests to take part in Consultations nor can it guarantee that a Client will select you for Consultations.

2.3 On joining the CognoLink Network, you are required to provide CognoLink with biographical and background information relating to your field of expertise. You agree that CognoLink may amend such information as it deems necessary for editorial purposes and distribute such information to Clients for the purposes of recommending you to Clients for Consultations. You agree to regularly update such biographical information as required during your membership of the CognoLink Network and as requested by CognoLink in connection with consultation opportunities. CognoLink will provide you with a secure username and password to allow you to access certain areas of the CognoLink website reserved for Members, to review and update your profile and to receive communications from CognoLink. You will be free to change your password. You agree to keep such username and password secure and confidential at all times.

2.4 Both you and CognoLink have the right to suspend or terminate your membership of the CognoLink Network on written notice at any time.

3. Consultations

3.1 As a Member of the CognoLink Network you may receive requests to participate in Consultations relevant to your specialist knowledge and expertise. These will be presented to you in the form of a Proposal or in such other manner as CognoLink determines is appropriate. By accepting any Proposal or other engagement offered or introduced to you by CognoLink, you confirm to CognoLink that (at the date of your acceptance) your biographical information remains true, accurate, not misleading in any way and current and that you are fully acquainted with the subject matter and scope of the discussion planned for the Consultation.

3.2 You acknowledge and agree that when taking part in Consultations you shall be acting in your own capacity as an independent contractor and in doing so shall not be the employee, agent, legal representative, partner or joint venturer of CognoLink or have, or hold yourself out as having, the right or authority to assume or create any obligation or responsibility, whether express or implied, on behalf of or in the name of CognoLink.

3.3 When participating in a Consultation, you shall at all times stay within the parameters of the Consultation as set out in the Proposal.

3.4 If you become aware during any Consultation of any professional, regulatory or ethical conflict or other reason why you may not or should not continue to participate in such Consultation, on becoming aware of such fact you shall immediately cease to participate and notify CognoLink immediately by emailing legal@cognolink.com or calling +44 (0) 207 268 6600. In such event, you will be paid your applicable fee for the time that you have actually spent on the Consultation plus an additional fifteen minutes. Where you become aware prior to any Consultation taking place of any professional, regulatory or ethical conflict or other reason why you may not or should not participate in such Consultation, on becoming aware of such fact you shall notify CognoLink as soon as possible in writing (for the avoidance of doubt email shall constitute in writing for the purposes of this clause) and, unless you and CognoLink otherwise expressly agree, CognoLink shall be entitled to immediately notify the relevant Client(s) and you shall not participate in such Consultation. In such event, you will not be paid for the Consultation except as otherwise expressly agreed between you and CognoLink.

4. Specialist Undertakings

You represent, warrant and undertake that at the date on which you accept these Terms and Conditions and at all times thereafter during the term of this Agreement:

(a) you will perform your obligations hereunder and undertake all Consultations diligently, professionally, to the best of your skill and ability and with no less than reasonable care and skill;

(b) all biographical and other information that you provide to CognoLink is true and accurate in all respects, up-to-date and not misleading in any way. You must provide notice to CognoLink of any change in your employment or career information as soon as reasonably practical. Without prejudice to the generality of the foregoing, you must specifically inform CognoLink if you are:

(i) a current employee or advisor or consultant to any government, government department, government agency or to any state entity wheresoever located or have been so employed or engaged during the past two years;

(ii) currently involved with any clinical trial or test or have been so involved where the results of such trial or test have not been publicly disclosed;

(iii) a current employee, director, non-executive director, officer, advisor or consultant to a public listed company or any subsidiary of a public listed company or have been so employed or engaged during the preceding twelve months.

(c) you have not been found guilty of or sentenced for any insider dealing, market abuse, money laundering or similar offences in any jurisdiction and you will inform CognoLink immediately upon becoming aware of any investigation involving you, or any charge brought against you, for such offences by an authority in any jurisdiction;

(d) you recognise that certain types of advice are restricted and regulated. You will not, at any time, provide any investment, legal, financial, accountancy, or medical advice to any Client (or Agent(s), if applicable) including without limitation, recommending, rating or valuing any security or providing advice regarding the investment, purchase or sale of any securities;

(e) if you are a government official or employee, you will not discuss government legislation, regulation, policy, contracts or any other business that you, as a government official or employee, would be in a position to vote upon or otherwise influence;

(f) if you are a medical professional, you will not discuss clinical trial results, patient experience information and any other non-public information regarding trials which are not yet public;

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(g)if you are an auditor or a former auditor, you will not comment on any company you have audited in the three (3) years prior to the Consultation;

(h) you will not participate in any Consultation or provide any information relating to any company in which you are an officer, director, employee or contractor, agent, legal representative, partner, joint venturer or affiliate;

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(i) or you will not participate in any Consultation at any time whilst your employer is the subject of a tender offer;

(j) you will not participate in any Consultation for a Client that is (or is acting on behalf of) a competitor of your current employer or a company for which you serve as an officer or director;

(k) you will not participate in any Consultation or provide any information that would or would be likely to result in (i) a breach of applicable laws or regulation, (ii) a breach of any agreement or any obligation to a third party including without limitation an obligation owing to your employer, (iii) a professional, regulatory or ethical conflict, (iv) a breach of a duty of confidentiality, (v) the disclosure of any inside information or non-public information concerning a quoted company or instrument or any trade secret; or (vi) if there is any other reason why you may not or should not participate in such Consultation or provide such information. If you are a franchisee, in addition to the above restrictions, you will not discuss the franchisor's financial performance, strategic plans or new product development or any other matter which is likely to reveal confidential information about the franchisor. If you are an officer, director or employee of a direct competitor of CognoLink’s Client or of CognoLink’s Client’s client (if any), you should not participate in a Consultation with that Client.

(lf) you have full authority to join the CognoLink Network and you have obtained all necessary approvals, permissions, consents, waivers that may be required for your participation in the CognoLink Network, each Consultation and otherwise perform your obligations hereunder. For example, if you are employed, your contract of employment or employer’s policies or code of conduct may require you to obtain your employer’s prior consent to your participation in Consultations or you may be required to seek consent from an entity, agency or client to whom you previously provided or with whom you have an agreement in place to provide consultancy services. You should review all such employment contracts, policies, codes of conduct and agreements and obtain any consents that may be required;

(mg) you will in the course of your activities as a member of the CognoLink Network:

(i) comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption (“Relevant Requirements”) including, but not limited to, the UK Bribery Act 2010;

(ii)not engage in any activity, practice or conduct which would constitute an offence under the UK Bribery Act 2010;

(iii) comply with CognoLink’s Anti-Bribery and Corruption Policy posted at www.cognolink.com (as amended from time to time);

(iv) not do, or omit to do, any act that will cause or lead CognoLink to be in breach of any Relevant Requirements or the Anti-Bribery and Corruption Policy;

(nh) you acknowledge that CognoLink’s Clients operate valuable businesses and therefore agree not to directly or indirectly contact, or solicit, or attempt to solicit any of CognoLink’s Clients which you have participated in a Consultation with, other than through CognoLink, unless otherwise agreed in writing. This clause is effective from the time when you are introduced to a Client and extends to cover the period of one (1) year from the date of your last Consultation with the Client. This clause does not apply to the extent that you have a proven pre-existing relationship or association, based on past work performed. Furthermore, if you notify CognoLink of such pre-existing relationship when a Client is proposed to you, and you do not participate in a Consultation with the Client, CognoLink imposes no restrictions with regard to this Client. If a Specialist is offered employment through a contract of services or otherwise by one of CognoLink’s Clients, CognoLink imposes no restrictions.

5. Site Visits

You must not take Clients to (or take part in a Consultation at) any location with any connection or association with the subject matter of the Consultation which is not publicly accessible without obtaining written permission, in the form of CognoLink’s site visit acceptance form, from the person or company which owns the occupying interest in that property and providing a copy of such written permission to CognoLink. CognoLink’s site visit acceptance form will be provided on request. You are responsible for ensuring that no confidential or inside information is obtained by Clients during such a visit.

6. Term and Termination

6.1 This Agreement shall come into force on the date of your acceptance of it and shall continue until terminated by either you or CognoLink in accordance with the provisions of this clause 6.

6.2 You may terminate this Agreement at any time with or without cause on written notice to CognoLink at the address stated at the beginning of these Terms and Conditions or by email to legal@cognolink.com.

6.3 CognoLink may terminate this Agreement at any time with or without cause on written notice to you at your designated email address or other designated contact address.

7. Intellectual Property Ownership

7.1 All Intellectual Property rights in any material provided to you by CognoLink and contained on the CognoLink website belong to CognoLink or CognoLink’s licensors. None of this material may be reproduced or redistributed without CognoLink’s prior written consent.

7.2 Unless otherwise agreed with a Client in writing, you warrant that any documentation or any other material (including without limitation reports, studies, data, diagrams, charts, specifications, and programs) (“Work Product”) provided by you to a Client are original works and do not infringe any third party’s Intellectual Property rights and you hereby agree to grant to the (Client and/or Client’s client) which is supplied with Work Products a non-exclusive, royalty-free, perpetual licence to use any and all Intellectual Property rights subsisting in such Work Products in the course of its business.

7.3 You hereby indemnify and agree to keep CognoLink indemnified against any and all liabilities it may incur in connection with any claims or proceedings brought against CognoLink based on a claim that the Work Product provided to a Client (or an Agent, if applicable) infringes any Intellectual Property rights or other proprietary rights of any third party.

7.4 Notwithstanding any other provision of the Agreement, as between the parties, CognoLink will be the sole and exclusive owner of any and all Intellectual Property rights in any Recordings and in any Transcripts. You hereby irrevocably assign, with full title guarantee, any and all Intellectual Property rights (including without limitation copyright) in any such Recordings to CognoLink on an exclusive basis, without any specific territorial limitation or restriction and without any royalty and agree that CognoLink will have the right, without limitation, to use, distribute, reproduce, publish, reprint, make transcripts of, modify, adapt, sublicense, and/or publicly display, in whole or in part, in any language or format and in all media such Recordings and Transcripts for any commercial or non-commercial purpose unless otherwise agreed in writing. The assignment will take be effective immediately when the Recording is made and you agree to execute such documents or take such other steps as may be necessary to give full effect to such assignment.

7.5 You hereby irrevocably waive any and all moral rights in any Recordings and Transcripts in favour of CognoLink and its successors, assigns and licensees for all purposes and for the full term of any such rights.

7.6 You shall not use the name “CognoLink” or any other trademark, symbol or logo of CognoLink other than with the prior written consent of CognoLink.

8. Confidentiality

8.1 You acknowledge and agree that any Confidential Information disclosed to you during your participation in a Consultation, or leading up to or in connection with a Consultation, or otherwise pursuant to this Agreement is the proprietary and confidential property of CognoLink and/or Clients (or Agent(s) if applicable). You undertake to keep confidential and not disclose the Confidential Information to any third party except insofar as (a) to obtain any necessary consent or approval required by you from a third party to participate in a Consultation provided such disclosure is strictly necessary, is on an “as needed” basis, is made subject to a requirement of confidentiality, and provided that you obtain CognoLink’s and the Client’s prior approval in each case; or (b) the Confidential Information is required to be disclosed by law or by regulation, provided that you shall to the fullest extent legally permissible notify CognoLink, or the Client as appropriate, of the information to be disclosed and of the circumstances in which the disclosure is alleged to be required as early as reasonably possible before such disclosure must be made and shall take all reasonable action to avoid and limit such disclosure. For the avoidance of doubt, you acknowledge and agree that you will not disclose any Confidential Information of CognoLink to any Client or other third party.

8.2 You acknowledge and agree that any breach of this clause 8 may cause irreparable harm to CognoLink and/or its Client(s) (and Agents, if applicable) and that damages would be an insufficient remedy in respect of such breach. Without prejudice to any other rights it may have, CognoLink shall be entitled to seek injunctive relief and other applicable equitable remedies in respect of any such breach.

9. Data Protection and Telephone Recording

9.1 CognoLink shall at all times comply with all applicable data protection and privacy legislation regarding the processing of all personal data obtained or held by CognoLink. CognoLink may store and process personal data submitted by you, such as your name, contact details and biographical information for the purposes of administering your membership of the CognoLink Network and may disclose such personal data to Clients in connection with consulting opportunities and related matters. You also acknowledge and agree that in certain circumstances CognoLink may be obliged to disclose your personal data to third parties, for example, in order to comply with any requirements of law or any legal process, as well as to protect and defend the rights of property of CognoLink, and/or CognoLink Clients. You are responsible for ensuring that the personal data relating to you and held by CognoLink is true, accurate, not misleading in any way and kept up-to-date at all times by logging into your personal specialist account on our website and updating your profile when required. For the purposes of this clause, the term “personal data” shall have the meaning given in the UK Data Protection Act 1998. You further acknowledge and agree that the use, collection and disclosure of all personal data by you and CognoLink is also governed by and subject to the Privacy Policy.

9.2 CognoLink may invite you to take part in Consultations which may be recorded (in visual and/or audio form) (“Recordings”) and may create Transcripts based on the Recordings. By participating in such a Consultation you hereby consent to such Recordings and Transcripts being made by CognoLink or by any third party employed or engaged by CognoLink to undertake the recordings and transcribing for such purposes. You also consent to the recording of any conversation between you and CognoLink (if but only if you have been notified in advance that a recording is being made). You and CognoLink agree to the extent permitted by applicable law, that such recordings may be submitted in evidence in any proceedings.

10. Terms of Payment

10.1 Within five (5) days of each Consultation or such other period as agreed between the parties, you will confirm in writing to CognoLink that the Consultation took place. You will submit an application for payment using CognoLink’s web-based application in the manner notified to you by CognoLink (namely by entering the duration of the Consultation, applicable agreed rates and the bank account details into which CognoLink should pay the applicable Fees). Additionally, you may provide CognoLink with your own invoice.

10.2 CognoLink shall pay you the relevant Fees in respect of each Consultation you undertake in accordance with the payment information provided. Time spent in any Consultation will be rounded up to the nearest fifteen (15) minutes and payment shall be made within thirty (30) days from the later of the date of receipt of a valid application for payment (or invoice) and confirmation in writing from the Client that the relevant Consultation(s) took place.

10.3 In the rare event that you do not receive payment, you shall inform CognoLink in writing (for the avoidance of doubt, email shall suffice as “in writing” for purposes of this clause) within 6 months of the end of the thirty day period mentioned in clause 10.2 above, stating that payment has not been completed.

10.4 CognoLink shall investigate all queries of non-payment and shall use its best endeavours to ensure the relevant Fees are paid as soon as possible thereafter.

10.5 CognoLink reserves the right of non-payment of fees for the following reasons:

(a) failure to report a Consultation under clause 10.1;

(b) failure to notify CognoLink within the six month period mentioned in clause 10.3 above, that payment has not been completed.

11. Liability

11.1 Nothing in the Agreement excludes or limits the liability of CognoLink for death or personal injury caused by CognoLink’s negligence or for fraudulent misrepresentation.

11.2 CognoLink’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise arising in connection with this Agreement shall be limited to the lesser of (i) five thousand pounds Sterling (GB£5,000); and (ii) an amount equal to the Fees paid to you, provided that you bring any action whatsoever within one year after the cause of action has accrued.

11.3 Except where otherwise stated in these Terms and Conditions, CognoLink shall not be liable for any loss or damage, or any costs, expenses or other claims including without limitation: (i) loss of profit;(ii) loss of business; (iii) loss of revenue; (iv) loss of goodwill; (v) loss of anticipated savings; (vi) loss of any data or information; and/or (vii) special or indirect loss or consequential loss or otherwise which arise out of or in connection with this Agreement.

12. Waiver

No delay or failure in exercising any right under this Agreement, or any partial or single exercise of any right, will constitute a waiver of that right or any other rights under this Agreement. No consent to a breach of any express or implied term of this Agreement constitutes a consent to any subsequent breach.

13. Third Parties

13.1 Subject to clause 13.2, the parties confirm their intent not to confer any rights on any third parties by virtue of the Agreement, and accordingly the Contracts (Rights of Third Parties) Act 1999 (the “1999 Act”) shall not apply.

13.2 Subject to clauses 13.3 and 13.4, Clients may rely upon and enforce your compliance with the terms of clauses 4 (Specialist Undertakings), 7 (Intellectual Property Ownership), 8 (Confidentiality) and9(Data Protection and Telephone Recording).

13.3 The third party rights referred to in clause 13.2 may only be enforced by the relevant third party with the prior written consent of CognoLink and subject to and in accordance with the provisions of the 1999 Act and all other relevant terms of this Agreement.

13.4 Notwithstanding any other provision of the Agreement, CognoLink may vary any of the provisions of the Agreement in any way without the consent of any third party and accordingly, section 2(1) of the 1999 Act shall not apply.

14. Severability

In the event that any part of the terms, conditions or provisions contained in this Agreement shall be determined by any court or other competent authority to be invalid, unlawful, or unenforceable to any extent, such term, condition or provision shall to that extent be severed from the remaining terms and conditions which shall continue to be valid and enforceable to the fullest extent permitted by law.

15. Assignment and Sub-contracting

This Agreement is binding upon and will inure to the benefit of the parties’ respective successors and assigns. CognoLink may transfer, assign, subcontract or otherwise part with any or all of its rights and obligations under this Agreement. You may not assign or sub-contract your rights and obligations under this Agreement to a third party without CognoLink’s prior written consent.

16. Consequences of Expiry and / or Termination

16.1 On expiry or termination of this Agreement:

(a) you shall delete or return, at CognoLink’s option, all Confidential Information;

(b) your membership of the CognoLink Network shall cease and you may no longer hold yourself out as being a Member or (unless otherwise agreed with CognoLink in writing) as having any continuing relationship with CognoLink.

16.2 Clauses 4(h), 8, 9, 11, 12, 13, 14, 15, 16, 17 and 18 shall survive the expiry or termination of this Agreement.

16.3 Termination of this Agreement shall be without prejudice to the rights and obligations accrued by either party prior to termination.

17. Translators

Translators are bound by these Terms and Conditions except for clause 3.4 (other than the first sentence which shall apply) and clause 10. Translators will be paid as agreed between CognoLink and the Translator or their employer.

18. Governing Law and Jurisdiction

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by English law and without prejudice to CognoLink’s right to take proceedings before any other court of competent jurisdiction, the parties hereby irrevocably submit to the exclusive jurisdiction of the English courts.

Last revised: 19/12/2011 (see Revision History)