GLG Share Service Agreement
Gerson Lehrman Group, Inc. ("Gerson Lehrman Group", "GLG", "we" or "us") offers clients access to subject matter experts (such services, the "Services") through The Gerson Lehrman Group Councils, a network of industry professionals, consultants and other individuals ("Council Members") who are industry consultants to our firm and clients. The GLG Share program is a special Services offering available to select growth companies only by invitation. We deliver the Services described on the Schedule(s) referencing this GLG Share Service Agreement according to the terms and conditions listed below and on such Schedule(s). This GLG Share Services Agreement, together with any Schedule(s) hereunder, is referred to herein as the "Agreement."
Gerson Lehrman Group arranges consultations with Council Members who are instructed to provide education and insights based on their experience and non-confidential information. Council Members are also instructed not to reveal, and you shall not knowingly seek out from them, any material nonpublic information or confidential information concerning any company or entity with which they have or have had a consulting, advisory, employment or other relationship. You understand that a Council Member's capacity to consult may be limited by other research collaborations or obligations they may have to entities or institutions with which they are affiliated or employed. To the extent you know about any such limitations or obligations, you agree to respect them in your interactions with Council Members. You confirm that you shall not knowingly or recklessly use the Services to access Council Members who are employed by a company reasonably considered a direct competitor of yours and will decline any discussion with any such Council Member. You agree that you will not at any time use Services in violation of law or in violation of your obligations to third parties.
You understand that Council Members are not permitted to provide advice or recommendations on stocks or other investments. Council Members who are lawyers have no attorney-client relationship with you, and Council Members that you consult with do not represent you. Council Members who are lawyers may provide general legal information, but they cannot provide legal advice. For example, you may not ask Council Members who are lawyers for their advice on what you should do in your particular situation. If you desire legal advice, you should engage legal counsel. You expressly waive any objection to a Council Member who is a lawyer representing, either now or in the future, any third party whose interests may be materially adverse to you, to the extent that your objection is based upon such Council Members participation in a Project for you. If you have any questions regarding the foregoing, you may wish to consult legal counsel before contacting the Council Member. Similarly, Council Members who are doctors are not permitted to provide medical advice and Council Members who are accountants are not engaged by you and have no fiduciary duties to you.
These policies are intended to enable our Council Members to satisfy themselves that all consultations will be considered the provision of education and/or insight rather than professional, legal or investment advice, and that you agree not to hold Council Members responsible for the accuracy or completeness of the information they provide you. You understand that each Council Member who works on a Project for you is an intended beneficiary of these usage policies and the covenants and agreements made by you in this Agreement.
RESPONSIBILITIES OF COUNCIL MEMBERS
Council Members are independent contractors to Gerson Lehrman Group who have agreed to comply with the Terms and Conditions of Council Membership in substantially the form available from time to time at http://www.glgcouncils.com/TandC.aspx (the "Terms and Conditions") Council Members each agree, among other things, to treat your inquiries and the information you may provide them as confidential until such information becomes known to the public generally and except to the extent that disclosure may be required by law or legal process. Council Members also agree to act in accordance with applicable laws and agreements or obligations that they may have. The Terms and Conditions expressly provide that Gerson Lehrman Group clients are intended third party beneficiaries to the Terms and Conditions.
Council Members are required to decline to participate in a consultation if the Council Member is an employee of a company being examined in that consultation or if the Council Member's participation presents a conflict of interest. In addition, a Council Member must not participate if doing so would breach any agreement they may have with or other obligation to any institution, employer, person, or other entity.
You acknowledge and agree as an express condition of your participation in our Service that no Council Member shall have, and you agree to release each from, any liability resulting from any interaction with you, except to the extent that any such liability results directly from the recklessness or willful misconduct of such Council Member.
RESPONSIBILITIES OF GLG
Gerson Lehrman Group agrees to maintain the confidentiality of all confidential information supplied to Gerson Lehrman Group by you or observed by Gerson Lehrman Group or its employees regarding your inquiries with Council Members until such information becomes known to the public generally, excluding information GLG gathers as part of its efforts to profile Council Members and except to the extent that disclosure may be required by law, regulation or legal process. Your information will be held by us in the United States and may be transferred between and among the Gerson Lehrman Group companies around the world. Gerson Lehrman Group agrees not to use any such information or materials except as contemplated by this Agreement for the purposes of providing Services to you (including using your Project description, but not your identity, to recruit Council Members, and to enroll new Council Members, for your Projects) and not to take any other action inconsistent with the confidential nature of such information and materials. In the event that Gerson Lehrman Group becomes aware of or reasonably believes that an employee acted in violation of these policies in any material respect, Gerson Lehrman Group shall promptly notify you and will cooperate as reasonably requested by you to curtail such violation.
Gerson Lehrman Group relies on Council Members to provide accurate biographical or other descriptive information about themselves, and is not responsible for the content of Projects or the quality of Council Member services. You acknowledge and agree that Council Members are not employees of Gerson Lehrman Group but are independent contractors delivering services to you hereunder pursuant to the Terms and Conditions. Accordingly, Gerson Lehrman Group cannot ensure that the information provided by Council Members is correct or complete, and shall have no liability whatsoever arising from the actions or omissions of Council Members including, but not limited to claims by third parties relating to the actions or omissions of Council Members, the sole exception being Gerson Lehrman Group may be liable to you to the extent of its recklessness or willful misconduct in carrying out its responsibilities as set forth in the Responsibilities of GLG section of this Agreement.
LIMITATIONS ON USE
You agree to keep business information and trade secrets of the Gerson Lehrman Group and the participation of specific Council Members confidential until such information becomes known to the public generally and except to the extent that disclosure may be required by law, regulation or legal process.
You agree that your use of Services will be limited on a per Schedule basis to the entity or group(s) that are identified as users on the Schedule referencing such services, and may not be used by affiliates or any third party, unless mutually agreed upon. You may use and apply in your business the opinions and insights you obtain during Projects, but you may not identify or quote Council Members or attribute insights or opinions to Council Members without their prior written consent. You may use Services only in strict accordance with this Agreement, and you agree that you will not use Services to compete directly or indirectly with Gerson Lehrman Group or any of its Services.
You agree that nothing in this Agreement shall prevent Gerson Lehrman Group from supplying Services to other parties or you from using preexisting relationships or relationships developed independently of your relationship with us.
LIMITATION OF DAMAGES
In no event shall either party be liable to the other party, or to any third party, for any lost profits, incidental, consequential, punitive, special, or indirect damages arising out of or in connection with the Services or this Agreement, even if advised as to the possibility of such damages, regardless of whether the claim for such damages is based in contract, tort, strict liability or otherwise.
The Agreement shall be governed by and construed in accordance with the laws of the State of New York. Violation by you of Gerson Lehrman Group policies as set forth herein may, without limitation, result in immediate termination of your research subscription with the Gerson Lehrman Group. Neither party shall be responsible for any cessation or delay in the performance of its obligations due to causes beyond its reasonable control including, but not limited to, fire, accident, labor difficulty, strike, riot, war, civil commotion, act of God, equipment or system failure or changes in any federal, state or local laws, statutes, rules, regulations or ordinances. A party whose performance has been halted or delayed by any such uncontrollable event shall use its reasonable efforts to overcome or correct the uncontrollable event and to resume performance. There are no implied rights or remedies, statutory or otherwise, not specifically set forth in this Agreement and the Schedules thereto. There are no third party beneficiaries to this Agreement except as expressly set forth herein. This Agreement contains the whole and entire agreement between the parties with respect to all previous understandings and agreements, oral or written, between the parties relating to the provision of Services, and replaces and supersedes any such previous understandings and agreements prior to the effective date of this Agreement.
Unless otherwise stated in your Schedule for Services, the fees to be paid pursuant to such Schedule do not include any amount of sales, use, excise, gross receipts or other transaction or revenue based taxes applicable to the sale, use or delivery of the Services and you shall be responsible for the payment of any such tax applicable to the services, without regard to whether Gerson Lehrman Group has separately stated, collected, and/or remitted any applicable tax.
You consent to Gerson Lehrman Group's inclusion of your entity name in Gerson Lehrman Group's client roster as presented from time to time on Gerson Lehrman Group's website and marketing materials, and you further agree that, to the extent you are satisfied with the Services, you will provide and endorse testimonials regarding Gerson Lehrman Group's Services for Gerson Lehrman Group's promotional use.
Any dispute, controversy or claim, whether in tort, contract or otherwise, that arises from or relates to this Agreement, including whether the claims asserted are arbitrable, shall be exclusively and finally determined by a single-arbiter arbitration held in New York City under the rules of the American Arbitration Association (the "AAA") in effect from time to time. The claims shall be governed by laws of the State of New York, without regard to New York's conflict of law rules, and the enforceability of this arbitration agreement shall be governed by the Federal Arbitration Act. The language to be used in the arbitral proceeding will be English. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Arbitrations arising from the same or related claims may be consolidated in one arbitral proceeding.