TERMS AND CONDITIONS OF KNOWLEDGE LEADER FORUM MEMBERSHIP
TERMS & CONDITIONS OF FORUM MEMBERSHIP
This is a binding contract.
Following are the terms and conditions of membership and participation in the Tribeca Insights
Knowledge Leader Forum (the KLF), which supersede all prior versions of the Terms and Conditions
previously in effect between Tribeca Insights, Inc. and/or its subsidiaries and affiliates (collectively,
Tribeca Insights) and you. You agree to be and remain bound by these Terms a nd Conditions. As a
Forum Member, you are a non-agent independent contractor of Tribeca Insights and that by consulting
with its Clients, you do not become an employee of any Client . You acknowledge that you shall not act
on behalf of Tribeca Insights in any fiduciary capacity nor have any authority to act on behalf of
Tribeca Insights. You also agree that your use of any Tribeca Insights websites is subject to the terms
of use referenced on such website, except to the extent that a websites terms conflict with these
Terms and Conditions, in which case these Terms and Conditions shall control.
Overview & Activities
The KLF is a group of professionals and consultants in various industries and specialties who educate
and share insights with financial and business leaders and other organizations and professionals
(individually, Client, and collectively, Clients).
Tribeca Insights provides opportunities for Forum Members to participate in different types of
consulting projects (Projects), such as telephone consultations and online surveys. Forum Members
are also eligible to participate in additional types of on-going and in-depth Projects, such as:
- In-person meetings
- Seminars, roundtables, master classes, conferences
- Written reports
- Expert witness testimony in litigations & disputes
Membership Policies
You may only join the KLF if you are permitted to do so and have obtained all necessary consents or
waivers from appropriate parties, and by joining the KLF you represent that you have obtained all
such necessary or appropriate consents and waivers. Prior to joining the KLF you must review
employment agreements, employee manuals, codes of conduct, consulting agreements and other
similar policies and agreements (in each case as applicable) to ensure you are able to par ticipate in
the KLF. You should also consider contacting appropriate persons within your organization or the
firm(s) you have consulted for to confirm that your participation is permissible and to receive any
consents required. It is your responsibility to determine whether it is appropriate for you to join the
KLF, and you acknowledge that you may not rely on Tribeca Insights to make that determination for
you.
You agree that you are joining the KLF in your individual capacity and not as a representative o f any
other company or organization, except as otherwise agreed in writing between such company or
organization and Tribeca Insights.
If you are unsure about your ability to comply with these Terms and Conditions, then you must decline
to participate as a Forum Member.
Participation in the KLF
At all times during your participation in the KLF, you agree to act in good faith, in a professional and
workmanlike manner, to the best of your ability and in accordance with these Terms and Conditions.
YOU MUST DECLINE, OR DISCONTINUE PARTICIPATION IN, ANY PROJECT THAT WOULD RESULT IN A
VIOLATION OF APPLICABLE LAW OR YOUR OBLIGATIONS TO THIRD PARTIES, OR THAT PRESENTS A
CONFLICT OF INTEREST.
While there may be many limitations on the scope of your participation and subjects you may discuss
depending upon your particular circumstances, you specifically agree that at a minimum you shall not
do any of the following:
- Disclose material, nonpublic information about a public company
- Disclose information that you have a duty to keep confidential (e.g., by agreement, employer
policy, fiduciary duty, etc.)
-
- Disclose information that you obtained from any person who expects you to keep it
confidential
- Participate in any Project if doing so would violate applicable law or any a greement with—or
other obligation to—any person, employer, former employer or other entity
- Disclose any trade secrets or other confidential information not owned solely by you
- Consult for Clients you reasonably believe to be competitors of the company that employs you
or on whose board of directors you serve
- Give investment advice, including without limitation, rating or recommending any security,
providing advice as to the value of any security, or providing any advice regarding the
advisability of investing in, purchasing, or selling any security in connection with a Project
You further agree that:
- If you are a doctor participating in a clinical trial, you will not discuss trial results or patient
experience before such information has been made public
- If you are a doctor, you may not give medical advice
- If you are an auditor or former auditor, you will not consult about organizations that you
currently audit or have audited in the last three years
- If you have worked in the accounting or finance department of a company within the last six
months, you will not discuss accounting or financial issues relating to that company or its
affiliates
- If you are a director, officer or other employee of an entity that has made or is the subject of
a tender offer, or you are at an entity that has acted on behalf of such a company in
connection with such a tender offer, you will decline all Project invitations while the tender
offer process is taking place
- If you are a lawyer, you may not give legal advice in connection wit h a Project and do not
establish an attorney-client relationship with Clients through Projects.
If you become concerned with the nature of any inquiry by a Client, you must discontinue your
participation and notify us immediately by emailing compliance@tribecainsights.com or calling
646.863.5871. To encourage you to err on the side of caution during your participation in the KLF, you
may submit a payment request for time allocated for any interaction you d iscontinue for the purpose
of compliance with these Terms and Conditions.
You agree to cooperate fully in any Tribeca Insights inquiry concerning actual, alleged, or potential
violations of these Terms and Conditions.
Forum Member Information
You agree to provide Tribeca Insights with accurate and complete biographical information, including
your current job status. Tribeca Insights or its Clients may ask you for other information about
yourself, including your ability to consult on particular topics or in general. Collectively, such
information about you, as well as any information in your Tribeca Insights Forum Member Profile, is
your Forum Member Information. You are solely responsible for your Forum Member Information.
While Tribeca Insights may revise Forum Member Information on your behalf based upon information
provided by you or others, you have a duty to monitor and ensure the accuracy of your Forum
Member Information. You agree not to accept any Project or consult with any Client unless your Forum
Member Information is accurate, complete and current.
Assignment, Acceptance & Scope of Projects
Tribeca Insights endeavors to match Forum Members to Projects based upon its understanding of the
Project and Forum Member Information. The scope of a proposed Project will be outlined by Tribeca
Insights.
Your participation in Projects is always at your discretion. Forum Members are never obligated to
accept a Project and may decline to participate for any reason (including in order to comply with these
Terms and Conditions). Tribeca Insights makes no representation regarding the frequency or quantity
of invitations to Projects you will receive. Unless otherwise agreed in writing by Tribeca Insights or as
otherwise stated in any Project invitation, you will only be compensated for the time you spend
interacting with Clients and you will not be compensated for wait time or time set aside if a
consultation with a Client does not occur.
All interactions must be set up through Tribeca Insights. If a Client contacts yo u without having
arranged the Project through Tribeca Insights, and you consult with the Client, you are not eligible for
payment from Tribeca Insights, even if the call is a follow-up to a recent Project that was arranged
through Tribeca Insights.
All preparatory and follow-up work for Projects require the prior written approval of Tribeca Insights.
Clients cannot authorize such additional work.
Communication with Non-Forum Members
Do not, in connection with a Project, reach out to your contacts at a company for information about
that company.
If you speak with a person who is not in the KLF in connection with any Project, you agree:
- To disclose to such person that you are acting on behalf of a Client (without identifying such
Client)
- Not to pay or otherwise compensate such person in any way for information.
Non-solicitation of Clients
Membership in the KLF is non-exclusive, and there is no minimum time commitment unless otherwise
agreed in writing. As a condition to participation in the KLF, you agree that, for a period of one year
from introduction to a Client to whom you have been first introduced in connection with a Project, you
will not knowingly solicit projects from, propose or agree to any kind of consulting relationship with
such party without written permission of Tribeca Insights. This non-solicitation provision does not
prohibit a Forum Member from being retained by a Client to provide legal advice. For a period of one
year after the termination of your relationship with Tribeca Insights, you also agree not to knowingly
solicit for employment any employee of Tribeca Insights or any Clients to whom you have been first
introduced due to your Forum Member status.
Forum Member Content
Any materials, regardless of format (Content), that you submit to a Client or to Tribeca Insights must
be your original work product. You represent that such Content is your intellectual property or that
you have obtained any necessary permissions or licenses for, and to share, such Content with Tribeca
Insights and its Clients, and that such Content (and Tribeca Insights and/or Clients use of such
Content) does not infringe upon the intellectual property rights of any third party. You agree you will
not submit Content to Tribeca Insights or to its Clients that is unlawful, harmful, threatening,
defamatory, profane, deceptive, or misleading, or otherwise violates these Terms and Conditions. You
agree to indemnify, defend and hold harmless Tribeca Insights and its Clients from and against any
third party claim that Content you submit infringes upon any patent, trademark, copyright, trade
secret or other intellectual property right.
Forum Members are solely responsible for their Content. You acknowledge that Tribeca Insights does
not endorse and is not responsible for Content. Tribeca Insights does not create or develop Content,
but Tribeca Insights reserves the right to revise and/or delete Content in whole or in part for any or no
reason. Tribeca Insights has no obligation to use, post, or deliver any Content you submit.
Content Submitted to Clients
To the extent a Client selects you for a Project, any Content that you produce for the Client or that
you produce in connection with such Project will be owned by the Client as a work for hire under
applicable law, and may be used by such Client for any purpose permitted under that Clients
agreement with Tribeca Insights, which may include reproduction, disclosure, transmission,
publication, broadcast, and posting, unless otherwise agreed in writing by Tribeca Insights and the
Client in advance of a Project.
Without limiting the foregoing, you agree that each Client is free to use any ideas, concepts, know -
how, or techniques contained in any communication or Content you transmit to that Client for any
purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products
using such information. Any inventions, discoveries or improvements that are based in full or in part
on any Content and information you provide to a Client in the course of a Proje ct, and all intellectual
property rights therein, shall be owned entirely by and shall be proprietary to the Client.
You may not forward written or electronic materials or Content directly to Clients or to Tribeca Insights
without the prior approval of Tribeca Insights. Tribeca Insights does not in the ordinary course receive
or review such materials and Content, but Tribeca Insights may require you to represent that you
have the right to share such materials or Content.
Privacy Policy
You agree that Tribeca Insights may collect and retain information about you, including personal
information, (your information), and contact you by email, telephone, or otherwise, to process and
administer details of your membership in the KLF, to provide you with opportuniti es to participate in
the KLF, and to tell you about Tribeca Insights business. You agree that Tribeca Insights may also use
and analyze the information we collect so that we can administer, support, improve and develop our
business.
You agree that Tribeca Insights may disclose your information to Clients.
You agree that Tribeca Insights may disclose your information in response to legal process, to protect
our rights, as otherwise required by law, or for the prevention or detection of a crime. If we sell ou r
company or part of it or our business enters into a joint venture with another business entity, you
agree that Tribeca Insights may disclose your information to our new business partners or owners who
may then provide you with information about their products and services.
You agree that your information will be held by us in the United States and may also be held and
accessed by our staff and third parties working for us, or our subsidiaries and affiliates, inside and
outside the United States. If your information is gathered outside the United States, you agree that it
may be transferred to Tribeca Insights’ United States offices to be used for these purposes, and it may
be transferred to and shared with any of Tribeca Insights’ worldwide locations.
Tribeca Insights will not sell your information to third-party marketers or similar organizations.
We reserve the right to conduct a background check on you, including through a third -party service.
For further information about Tribeca Insights’ privacy policies, which are incorporated herein by
reference, see http://www.tribecainsights.com/privacy.php.
Confidentiality and Intellectual Property
Non-disclosure of Tribeca Insights and Client Information
While you are a Forum Member of Tribeca Insights and thereafter, you agree not to disclose to any
Third Party (as defined below) or to attempt to use or personally benefit from any Protected
Information (as defined below) that is disclosed to or known by you because of your participation in
the KLF. Protected Information shall include for purposes of these Terms and Conditions: (i) the
existence or subject matter of any Project or proposed Project, as well as the name of any Tribeca
Insights Client; (ii) information about actual or potential business, investment or trading decisions or
transactions of any Client; (iii) any other confidential information of Tribeca Insights or its Clients, and
(iv) any intellectual property, including without limitation any trade secrets, know -how, or copyrighted
information, of the Client or of Tribeca Insights. Third Party shall mean for purposes of these Terms
and Conditions any entity, organization or person other than the party who disclosed the Protected
Information to you. If you are compelled by order of a court or other governmental or legal body (or
have notice that such an order is being sought) to divulge any Protected Information to anyone other
than Tribeca Insights, you will promptly and diligently notify Tribeca Insights, unless prohibited from
doing so by the express terms of a government subpoena or court order, and will cooperate fully with
Tribeca Insights in protecting such information to the extent possible under applicable law.
Notwithstanding the foregoing, if and only to the extent necessary, you may disclose the general topic
and client description to secure any required third-party consent to your participation in the KLF or in
a Project prior to accepting an invitation for that Project.
Some Projects are collaborative, and in those Projects you will be working with other Forum Members.
You owe the same duty of non-disclosure to such other Forum Members as you would to any Client
under these Terms and Conditions.
Note that your obligations not to use or personally benefit from Protected Information as set forth
above prohibit you from using information you learn during a Project to trade securities or make
personal investment decisions.
Access Rights. Your username and password are for your individual use only. Your account is
authorized on an individual basis for individual use, unless specified otherwise by written agreement
between you and Tribeca Insights.
Tribeca Insights Intellectual Property Rights
All material on Tribeca Insights’ websites, whether explicitly marked or not, as well as any other
Tribeca Insights material that you receive as a Forum Member, is the proprietary property of Tribeca
Insights and/or its licensors. Such materials may not be copied, reproduced, distributed, transmitted,
broadcast, displayed, sold, licensed, uploaded, or otherwise exploited without the prior written consent
of the respective owners.
Reliance by Clients
These Terms and Conditions are intended to benefit Clients and enable Clients to satisfy themselves
that all Projects will be carried out in accordance with applicable laws and will not lead to the improper
disclosure of confidential information, including material non-public information within the meani ng of
U.S. federal securities laws. Clients may from time to time request that you confirm any part of these
Terms and Conditions, and any additional terms required by Clients as noted below, as a condition to
your participation in a Project. You understand that each Client and the person with whom you may
engage in any Project is an intended beneficiary of these Terms and Conditions and the covenants and
agreements made by you hereunder, and that Clients, as third-party beneficiaries of these Terms and
Conditions, shall have the right to enforce your compliance with these Terms and Conditions. Please
note that Clients may also ask that you accept their compliance policies or additional terms as a
condition to participating in a Project for them.
Payment to Forum Members
Tribeca Insights’ payment system can accommodate requests that payments be made to your
employer. You must follow any existing employers policies that may relate to payment by Tribeca
Insights. Following the completion of a Project, you must request payment through the KLF secure
website within 30 days, unless otherwise specified in the Project invitation. Payments will be based on
the rate submitted on your approved and accepted application. Notwithstanding the foregoing, some
Projects may be fixed-price or capped at a certain amount of time. In the event that a Client disputes
the existence or quality of your work, or in the event of an inquiry regarding an actual, alleged, or
potential violation of these Terms and Conditions, Tribeca Insight s may withhold payment until such
dispute or inquiry is resolved. Tribeca Insights may require you to provide additional information
(including your social security number or equivalent tax identification number) about yourself as part
of Tribeca Insights security procedures. Note that U.S. persons will receive a U.S. I.R.S. Form 1099 for
any payments as required. You agree that all fees imposed on you by any banking institution to
process any payment from Tribeca Insights shall be your sole responsibility.
Non-U.S. Forum Members may be asked to confirm such status. Please note that your contract will be
with Tribeca Insights, Inc., a U.S. entity. Clients will be the recipients of your services, which should
not therefore be subject to value added tax.
Agreement Details
Right to Injunction/Limitation on Liability
In the event that you, as a Forum Member, breach, or threaten to breach, any of the promises
concerning Confidentiality of Tribeca Insights and Client Information, Access Rights, Contact with
Clients, or Intellectual Property Rights within these Terms and Conditions, you acknowledge that
Tribeca Insights’ remedy at law will be inadequate and that Tribeca Insights will be entitled to an
injunction to prevent your prospective or continuing breach and to maintain the status quo pending
arbitration provided for below.
In no event shall Tribeca Insights be liable to you or any other party for any damages resulting from
or relating to your participation as a Forum Member, the performance of any services by you as a
Forum Member, or the business operations of Tribeca Insights, including without limitation for any
incidental, consequential, punitive or special damages. Tribeca Insights agrees that for its part it shall
not seek to impose on any individual Forum Member any liability for damages based on his or her
performance of services hereunder as a Forum Member, including without limitation for any incidental,
consequential, punitive or special damages so long as such damages do not relate to or arise out of
the failure of the Forum Member to comply with these Terms and Conditions, including the guidelines
and restrictions contained herein, or conduct or activity by the Forum Member that constitutes gross
misconduct. You are solely responsible for your actions. Tribeca Insights shall have no obligation to
defend you, provide you with legal counsel, or pay legal costs and expenses on your behalf.
Arbitration
Any dispute, controversy or claim, whether in tort, contract or otherwise, that arises from or relates to
these Terms and Conditions, including whether the claims asserted are arbitrable, shall be exclusively
and finally determined by a single-arbiter arbitration under the rules of the American Arbitration
Association (the "AAA") in effect from time to time. The enforceability of this arbitration agreement
shall be governed by the U.S. Federal Arbitration Act. The venue for all arbitrations shall be New York
City, unless the Forum Member resides in Europe, in which case such Forum Member may elect to
have the arbitration held in London, England, or unless the Forum Member resides in Asia, in which
case such Forum Member may elect to have the arbitration held in Hong Kong. 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. Arbitration shall not be deemed a waiver of
Tribeca Insights’ right to seek injunctive relief in any court of competent jurisdiction as provided for in
these Terms and Conditions. Each party is responsible for its own legal fees, and the arbitrator may
not include the payment of attorney fees or expenses as a part of any award.
Governing Law
These Terms and Conditions, as well as any claims arising from or related thereto, whether in tort,
contract or otherwise, are governed by New York law without regard to New York’s choice of law rules.
Severability
The invalidity or unenforceability of any provision of these Terms and Conditions shall not for those
reasons alone affect the validity or enforceability of any other provision of these Terms and Conditions.
Survival of Certain Provisions
The provisions of the sections (including subsections) of these Terms and Conditions entitled Non -
Solicitation of Clients, Privacy, Confidentiality And Intellectual Property, Reliance by Clients, and
Agreement Details shall survive any termination or expiration of these Terms and Conditions.
Termination
You shall have the right to withdraw from the KLF at any time upon notice to Tribeca Insights, and
Tribeca Insights shall have the unlimited right to terminate or limit your membership in the KLF and
Member Programs at any time and for any reason.
By signing these Terms and Conditions, you acknowledge that you are making express representa tions
to Tribeca Insights and Clients that you will abide by all of your obligations and responsibilities as set
forth in these Terms and Conditions.
End of Terms and Conditions
© 2009 Tribeca Insights, Inc. All rights reserved.
