Expert Terms + Conditions

Expert

Last updated on May 22, 2018

By signing electronically, you hereby agree to abide by and be bound by the following terms and conditions (these "Terms & Conditions"). All terms such as "our", "us", "we", "MM", and "Mariano Medical" represent Mariano Medical, LLC - the sole owner and operator of Mariano Medical. This is a legally binding agreement between you and Mariano Medical.

Overview
Conditions of Participation in Engagements
False or Misleading Information
Prior Misconduct
Accuracy of Information
Privacy
Application of Terms & Conditions
Confidentiality
Engagements
Payment
Independent Contractor Status
Non-Solicitation
Intellectual Property
Indemnification
Disclaimers; Limitation of Liability
Arbitration, Governing Law and Venue
Miscellaneous

1. OVERVIEW

Mariano Medical is a network of practitioners, professionals and academics in various industries (each, an "Expert") that provide consulting services to clients of Mariano Medical (our "Clients"). Our Clients are law firms, healthcare organizations, insurers, institutional investment firms, consulting firms, banks, corporations, or any entity that requires the consultation of an individual or individuals. Based on Clients' needs, we will contact appropriate Experts to ascertain whether they are available for a consulting engagement ("Engagement") with such Client(s), such as a legal case review, proposal evaluation, telephone conference, deposition, and/or trial testimony among other services. An Expert's participation in any Engagement is subject to mutual agreement between the Expert and the Client. All Engagements are directly between the Expert and the Client, subject to any terms and conditions agreed upon by the Expert and the Client (the "Client Contract"). We do not have any involvement in or responsibility for, and we are not a party to, any Client Contract. You must comply with all provisions of any Client Contract to which you are a party.

2. Conditions of Participation in Engagements

You may participate in any particular Engagement if, and only if, all of the following compliance conditions are satisfied:

You have the requisite skill and expertise to provide the services required by the Engagement.
Your participation in the Engagement would not cause or present conflict of interest or perceived conflict of interest.
Your participation in the Engagement would not breach current agreements or legal obligations that you have to any person or entity (including, but not limited to, your employer, your previous employers or any person or entity to which you have provided consulting services).
Your participation in the Engagement would not violate any duty, obligation, policy, or code of conduct of any person or entity (including, but not limited to, your employer, your previous employers or any person or entity to which you have provided consulting services) that you are subject to.
Your participation in the Engagement would not result in any communication or disclosure of information or knowledge of any party or entity that you do not have permission to disclose.
Your participation in the Engagement would not violate any law, rule or regulation.

YOU MUST DECLINE OR DISCONTINUE PARTICIPATION IN ANY ENGAGEMENT THAT WOULD RESULT IN A VIOLATION OF ANY OF THE CONDITIONS ABOVE.

Before participating in any Engagement, you must ensure that all conditions set forth above are satisfied. It is your responsibility to obtain all proper consents or waivers from employers, or any other third party as required in connection with an Engagement. It is your sole responsibility to determine whether you are compliant with the above conditions and capable of participating in an Engagement.

3. False or Misleading Information

You agree never to disseminate false or misleading information or inaccurately represent your experience, education, employment or knowledge to any Client or Mariano Medical.

4. Prior Misconduct

You agree that you have never been convicted of or charged with any felony. You agree that you are not, and have not been, the target or subject of any regulatory or enforcement proceeding brought by any securities, commodities or other financial regulatory authority, self-regulatory organization or other law enforcement body. You agree that you have not been debarred, excluded, suspended or otherwise not permitted to participate in U.S. government or state programs, including, without limitation, under the OFAC Specially Designated Nationals List or the GSA Excluded Parties List System. Should your status change with respect to any of these representations, you shall immediately inform Mariano Medical.

5. Accuracy of Information

In order to participate in Engagements, you will be required to provide us with certain information (the "Information"). It is your responsibility to provide accurate and complete Information to Mariano Medical and you agree that you are aware of the reliance on the Information by Mariano Medical, Clients, and all third parties that are involved in any Engagement. You agree to provide Mariano Medical with accurate and current Information including, without limitation, your current and former employment, current and previous education background, and any conflicts or restrictions concerning your ability to consult. Based on further information from you or other sources, we may amend your Information and you acknowledge that you are under a continuing obligation to monitor the accuracy of your Information and to update changes promptly. You hereby consent to allow us to conduct background checks through the use of third-party service providers to confirm your Information.

6. Privacy

Your relationship with us will involve the transmission to us of certain personal information, including, without limitation, the Information. Our policies with respect to the collection and use of such personal information are set forth in our Privacy Policy which is hereby incorporated by reference in its entirety.

7. Application of the Terms & Conditions

You must comply with each of the conditions, agreements, acknowledgments, representations, covenants, warranties and other obligations included in these Terms & Conditions. As an Expert, you are expected to provide your services during any Engagement in good faith, to the best of your ability and at all times consistent with these Terms & Conditions and the applicable Client Contract(s). We do not participate in your interactions with Clients and we are not a party to any Client Contract. As such, we shall not be liable or responsible to you or any Client or other third party in any manner whatsoever in connection with any Engagement. You are solely responsible for your performance under any Engagement and for ensuring your compliance with these Terms & Conditions and all Client Contract(s) to which you are a party. You agree to cooperate fully in any inquiry concerning actual, alleged, or potential violations of these Terms & Conditions or in connection with any claim brought against us by any third party in connection with any Engagement or Client Contract.

8. Confidentiality

You agree to not communicate, reveal, or disclose any "Confidential Information" of Mariano Medical or of Clients and agree to keep and maintain your participation as strictly confidential unless given express, written permission from Mariano Medical (which it may withhold in its sole discretion). "Confidential Information" includes any and all nonpublic information, in any form or medium, written, oral or otherwise, concerning or relating to Mariano Medical, any of its affiliates or any Client, including, but not limited to, the names of any Clients and Clients' employees, questions posed by any Client and the topics discussed, information or materials shared, opinions expressed or work commissioned by Mariano Medical or any Client. In the event that you are required to disclose Confidential Information under applicable law, you agree to promptly notify Mariano Medical and to fully cooperate with Mariano Medical in exercising any right or exemption available to prevent the disclosure of Confidential Information to the extent permitted under applicable law. You shall not use Confidential Information for any purpose other than those specifically permitted by these Terms & Conditions. Without limiting the foregoing, you shall not use Confidential Information for personal benefit (including, without limitation, for the purpose of making investment or trading decisions). The duty to maintain confidentiality hereunder shall survive until the Confidential Information becomes generally known to and available for use by the public other than as a result of a disclosure by you or any other person under legal obligation not to disclose the information.

9. Engagements

You must only participate in Engagements with our Clients where we have arranged or explicitly approved the engagement. You must not participate in any other consulting engagement with any of our Clients or any firms or other organizations that we have presented to you without our prior written consent in each instance. If a Client requests services outside of any such Engagement, you must notify us and receive explicit approval from us before commencing such services. For the avoidance of doubt, any violation of any of the restrictions set forth in this Section shall be deemed to be a material breach of these Terms & Conditions.

If you are invited by Mariano Medical to perform an Engagement for a Client, you should either accept or decline the invitation within 24 hours of issuance. Accepted Engagements should be completed within seven (7) to ten (10) business days of the invitation. We make no representation regarding the frequency or quantity of Engagement requests that you will receive. We expect you to perform all Engagements in a timely, diligent and professional manner consistent with highest industry practice. You are required to provide proper notification at the time issuance of invitation to participate in an Engagement if you are unable to complete the Engagement within the expected time frame. Otherwise, we reserve the right to notify Clients that Engagements will typically be completed within seven to ten days of the invitation.

10. Payment

Experts will be paid consulting fees directly by the Client(s) based on the terms of the applicable Client Contract. You must provide us with an accurate summary of the fees agreed to in any Client Contract within two (2) business days of entering into such Client Contract. We are not required to pay any fees to any Expert, nor are we required to assist any Expert in collecting any fees from any Client; it is the Expert's sole and exclusive responsibility to collect its fees from the Client. Any and all billing must be made directly by you to the Client.

11. Independent Contractor Status

It is understood and agreed that any services performed by you under these Terms & Conditions shall be performed as an independent contractor and consultant, and you further understand and acknowledge that you have no authority to act or speak on Mariano Medical's behalf or to represent that you have any such authority. You shall not be deemed to be an employee of Mariano Medical or any of its Clients and you shall not be entitled to any benefits provided by either Mariano Medical or any of its Clients. You agree that you shall be personally responsible and liable for any and all taxes and other payments due on payments received by you for services provided under these Terms & Conditions. Nothing in these Terms & Conditions shall create a partnership or joint venture or establish the relationship of principal and agent or any other relationship of a similar nature between you, Mariano Medical or its Clients.

12. Non-Solicitation

You agree that for a period of thirty-six (36) months from the completion of any Engagement with a Client that has been facilitated by Mariano Medical, you will not circumvent Mariano Medical by knowingly soliciting, negotiating with, or entering into any agreement or other arrangement (whether written or oral) with a Client first introduced to you by us under which you provide any consulting services without the prior written consent of Mariano Medical.

13. Intellectual Property

You are solely responsible for the content that you share or create in connection with your performance of services hereunder. You represent that you own or have obtained any necessary licenses or permissions for any materials, regardless of form or format (hereafter, "IP"), that you provide to Mariano Medical, Clients or third parties in connection with your performance of such services.

14. Indemnification

You agree to indemnify and hold harmless Mariano Medical and its affiliates, and their respective officers, directors, employees, members, managing members, managers, agents, representatives, successors and assigns (collectively, "Mariano Medical Parties") from any and all actions, causes of action, claims, charges, demands, cost, expenses and damages (including attorneys' fees and expenses) and liabilities of any kind whatsoever directly or indirectly resulting from, arising out of or in connection with (i) your breach or violation of any provision of these Terms & Conditions; (ii) any Client Contract to which you are a party; or (iii) any act or omission by you in connection with any Engagement.

15. Disclaimers; Limitation of Liability

MARIANO MEDICAL WILL REVIEW YOUR INFORMATION AS PROVIDED WITHOUT ANY WARRANTIES, REPRESENTATIONS, OR GUARANTEES, EITHER EXPRESS OR IMPLIED, OF ANY KIND. WE DO NOT GUARANTEE THAT YOU WILL OBTAIN ANY ENGAGEMENTS OR ENTER INTO ANY CLIENT CONTRACTS, NOR DO WE MAKE ANY GUARANTEE AS TO THE AMOUNT OF BUSINESS OR FEES THAT YOU WILL RECEIVE AS A RESULT OF ANY ENGAGEMENTS OR CLIENT CONTRACTS.

NONE OF MARIANO MEDICAL PARTIES IS A PARTY TO, OR HAS ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO, ANY CLIENT CONTACT. WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY IN CONNECTION WITH THE FOREGOING.

YOU AGREE THAT UNDER NO CIRCUMSTANCES WILL MARIANO MEDICAL PARTIES BE LIABLE TO YOU OR TO ANY OTHER PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS & CONDITIONS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY. IN THE EVENT ANY JURISDICTION DOES NOT ALLOW ANY EXCLUSION OR LIMITATION OF LIABILITY SET FORTH HEREIN, IN SUCH JURISDICTION, THE LIABILITY OF MARIANO MEDICAL PARTIES IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

MARIANO MEDICAL PARTIES SHALL NOT BE LIABLE FOR ANY CLAIMS AGAINST YOU BY THIRD PARTIES (WHICH, FOR THE AVOIDANCE OF DOUBT, INCLUDES, BUT IS NOT LIMITED TO, CLIENTS).

16. Arbitration, Governing Law and Venue

The validity, interpretation, performance and enforcement of these Terms & Conditions shall be governed by the laws of the State of New York without regard to the conflicts of laws principles thereof. ANY DISPUTE, CONTROVERSY OR CLAIM ARISING FROM OR RELATING TO THESE TERMS & CONDITIONS SHALL BE FULLY AND EXCLUSIVELY FINALLY SETTLED BY AN ARBITRATION HELD IN NEW YORK CITY UNDER THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION IN EFFECT FROM TIME TO TIME. YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHTS YOU MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUCH DISPUTE, CONTROVERSY OR CLAIM RELATING TO THIS AGREEMENT. The arbitrator may grant any remedy that he or she deems just and equitable within the scope of this arbitration agreement, except that he or she may not, under any circumstance, grant a remedy inconsistent with or in violation of the Limitation of Liability. The award of the arbitrator shall be final and binding and judgment thereon may be entered in any court having jurisdiction. You hereby unconditionally and irrevocably submit to the jurisdiction of the federal and state courts of Connecticut.

17. Miscellaneous

We may modify these Terms & Conditions from time to time. We will notify you of material modifications and will require you to accept the modified terms in order to continue participating in Mariano Medical. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. Neither these Terms & Conditions nor any of the rights, interests or obligations hereunder may be assigned, delegated or otherwise transferred, in whole or in part, by operation of law or otherwise, by you without our prior written consent (which consent we may withhold in our sole discretion), and any such assignment, delegation or transfer by you without such prior written consent shall be null and void and of no force or effect whatsoever. These Terms & Conditions shall be binding upon and inure solely to the benefit of you and Mariano Medical and the successors, assigns and Clients of Mariano Medical. As used in these Terms & Conditions, the word "including" shall mean "including, without limitation," in all cases. Whenever possible, each provision of these Terms & Conditions shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of these Terms & Conditions is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of these Terms & Conditions, and these Terms & Conditions shall be reformed, construed and enforced as if such invalid, illegal or unenforceable provision had never been contained herein.

By signing electronically, you hereby agree to abide by and be bound by the following terms and conditions (these "Terms & Conditions"). If you are entering into these Terms & Conditions on behalf of a law firm or other organization, you warrant and represent that you are authorized to accept these Term & Conditions on behalf of such law firm or other organization. All terms such as "our", "us", "we", "MM", and "Mariano Medical" represent Mariano Medical, LLC - the sole owner and operator of Mariano Medical. This is a legally binding agreement between you and Mariano Medical.