Core Points Group Afilliates Program Version 1.0

8/3/2019 Core Points Group Afilliates Program Version 1.0

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Branding Principles

1. The Brand will be adaptable to local needs of consulting and ventures.

2. The Brand personality will embody:

1. Professionalism

2. Extreme Customer Empathy and Focus

3. Integrity

4. Fairness to all stakeholders in dealings

5. Our timings is the Customer Timings

5. We are always on the dot on time, in all dealings.

6. We do not make the customer wait !

7. We are well dressed as a respect to our customers

8.

Operating Priciples

1. No hoops for a customer response. It needs to be attended by a responsible

person at the first call or point of contact. All emails in 12 hours.

2. Internally minimise email maximise skype or chat.

3. Extreme Courteousness with firmness to customers. No dilly-dallying. Soft-

pedalling or smoothing over difficult situations is fine.


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Ventures

AspireCircleVenture CEO

Job Decsription (draft)

Job Description: AspireCircle is an initiative created by Core Points Ventures in

partnership??. It aims to enable post-R&D, pre-revenue businesses in

the energy and affordable basic services sectors to prove their

concept sufficiently to attract significant next-stage capital. To those

enterprises, the Accelerator will provide:

1. Meaningful capital provision (US$150-$400K per deal), sourced by

a blend of First Light equity and Shell Foundation grant dollars, and

deployed as convertible debt from First Light

2. Significant business development assistance provided by the

Accelerator team

3. Access to the fundraising networks of First Light and the Shell

Foundation

4. Potential for technology support to energy investee companies

from the Shell Group

Overview

We are currently recruiting a Head of the Accelerator, who will be

based in either Mumbai or Bangalore and reporting to the First Light

Investment Manager in Atlanta. This role will be highly

entrepreneurial and multi-faceted, as the Head will be responsible for

1) identifying new investment pipeline opportunities, 2) building

relationships with senior staff at investment funds in India and

globally, 3) building a local team and office, 4) providing business

development assistance to investee companies, and 5) helping to

create the scale-up plan and fundraise from external investors.

Investment Management (60%)

Manage the pipeline development process

Provide a range of business development assistance to investees as

needed


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Review investment memos

Supervise Investment Associates due diligence

Support the analysis, negotiations, and execution of contracts,

investments, and exits

Support the creation and execution of an exit strategy for every

investment

Develop Scale-up Strategy (20%)

Together with the First Light team and the Shell Foundation,

develop a growth plan for the Accelerator that may include the

creation of a new and separate entity capable of attracting external

investment

Support the fundraising process by cultivating relationships with

potential investors

Cultivate and maintain fund relationships (20%)

Network with later stage investment professionals and funds to

maintain a strong base for deal flow, co-investment, and exit

Requirements

Entrepreneurial experience or experience working in a start-up

environment

Experience providing business development assistance to small

enterprises

Experience with evaluating and executing investments; preferably

equity investing experience

Strong knowledge of the Indian market and understanding of theunderserved customer segment (candidates of Indian origin

preferred)

Excellent communication skills

Strong tolerance of ambiguity, and a willingness to take risks

AspireCircle MBAs

MBA AdvisorsJob ID: 9147956

PositionTitle:

MBA Advisors

Organization:

MBA Enterprise Corps and MBAs Without Borders CDCDevelopment Solutions

JobFunction:

Business Development

Posted: November 23, 201

MinEducation:

MBA

MinExperience:

2-3 Years

RequiredTravel:

75-100%


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Job Type: Full-Time

JobDuration:

12 Months

Location(s): Malabo, Bioko Island, Equatorial Guinea, Equatorial Guinea

Languages: Spanish, English

Start Date: 20120401

APPLY FOR THIS JOB

ContactPerson: Jailan Adly EmailAddress: [email protected]

Save Job Email Job Print Job Em

Job Description

Background

Through its MBA Programs - MBA Enterprise Corps and MBAs Without Borders CDC Development

Solutions, deploys recently-graduated MBAs and alumni long-term and short-term volunteer

assignments with the goal of driving growth in emerging economies worldwide.

Since its founding 20 years ago, over 1,000 MBAs have provided high-impact business skills to clients

in over 40 emerging markets. They have advised the Government of Southern Sudan on pro-business

trade policies, have developed strategic plans for local NGOs in Guatemala, provided management

consulting services to B2B firms in Bulgaria, and have built the capacity of banking and microfinance

institutions in India, among many other successes.

Job Requirements

In the spring of 2012 a team of two MBA Advisors will be deployed to Equatorial Guinea to provide

support, training, and technical assistance to small businesses and governmental entities. Scope of

Work may include but is not limited to the following:

Business plan development

International marketing and sales techniques

Internet orientation course to explore trade opportunities

Introduction to western accounting standards and methods

Bid and procurement processes

Increasing adoption of grades and standards for quality control

Assist entrepreneurs in gaining access to credit from multiple available sources

Assist in standardization of application process and document gathering

Become a liaison between banks and financing parties and entrepreneurs

Provide credit management training
mailto:[email protected]://projects.mbaswithoutborders.org/c/job.cfm?site_id=704&jb=9147956mailto:[email protected]://projects.mbaswithoutborders.org/c/job.cfm?site_id=704&jb=9147956http://projects.mbaswithoutborders.org/c/job.cfm?site_id=704&jb=9147956http://projects.mbaswithoutborders.org/c/job.cfm?site_id=704&jb=9147956mailto:[email protected]:[email protected]


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Work closely with banks and government officials in creation of a national loan guarantee

fund to mitigate bank risks and lower interest rates

Assist entrepreneurs in navigating through government regulations including customs and

tax duties and business registration

Back to Re
http://projects.mbaswithoutborders.org/c/search_results.cfm?site_id=704&jb=9147956http://projects.mbaswithoutborders.org/c/search_results.cfm?site_id=704&jb=9147956


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Core Points Group Affiliates Program

Version: 1.0 Date: 29th

November 2011

Page: 1/3

1. Introduction

As a principle, Core points Group plans to establish and levreage a very carefully

chosen and nurtured eco -system of partners and affiliates in its business model.

There will be four categories of affiliates/partners in the proposed eco system.

1. Affiliate Individual Consultant (s)

1. Affliate Consulting Firms (ACFs)

3. Affiliate Growth-Enablement Institutions (AGIs, like VCs/PEs etc

4. Affiliate Industry Partners (AIPs, Like Industry Bodies)

5. Franchisee Operations

2.0 Affiliate Consultants Principles

This documents applies only to AIC and ACF, who are revenue earning/sharing and

brand sharing partners with us.

VCs and PEs relationships will be governed by negotiated agrements with them.

Industry body affiliates will be based on their programs of afflitaion.

3. What Affiliates will get

Affiliates will get access to Core Points Group brand, virtual platform, manpower

resources and participation in markt development programs, specifically in the

following areas:


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1.Benefits of Core Points Group global branding

2. Benefits of Core Points Group Venture Opportunities

3. Investments as core points group move on to VC/PE engagements

4. Participation in M&A/Divestiture deals in the region subject to anyagreements that might be needed as per the deals.

5. Affiliated Individual Consultants() can use an agreed title/designation.

6. s will get an Emai Accountl under Core Points Group Domain, along with

access to the company virtual aaplications platform.

6. s can choose to display their name on our website within the policy

framework.

8. Affiliate Consulting Firms(ACF) names and logos will be displayed on CorePoints Group website as per the agreement.

4. What cannot be done by affiliates

1. Use the Core Point Group brand name without routing the revenues on

business generated using Core Points Group platform, through an entity

established in agreement and with the approval of Core Points Group.

Revenues outside this ambit affiliates are free to generate and deal with

as appropriate.

2. Affiliates cannot start another venture or brand, similar looking or

sounding to Core Points Group Brand.

3. Affiliates will have to take care not to inflict pecuniary or other damages

onto Core Points Group brand.

4. Full function affiliates can get to use Core Points Group brand on a royalty

payment basis with substantial freedom of operation in defined

geographies/markets. As laid out in the mutual agreement to be

executed.

5 . What cannot be done by Core Points Group

1. Core Points Group will inflict any pecuniary or other damages on affiliates.


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2. Core Points Group will not enter into any agreements making affiliates

liable for any financial liabilities.


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6. Appendix

1. Individual Consulting Affiliates (AIC) Agreement

1. Affliate Consulting Firms (ACF) Agreement


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Appendix 1

Affiliates Individual Consultant (AIC) Collaboration Agreement

The principles applicable for individual consulting affiliates and affiliate consulting

firms as below

1.1 There will be an affiliate agreement e in good faith, signed between Core

Points Group and the Affiliate Consultant

1.2 There will be no investments needed from affiliates as a pre-condition to this

agreement.

1.3 AICs can practice on their own brand or as individuals without any conflict

of interest in terms of practice areas meaning they will not engage diretcly

in those areas where Core Points Group is engaged in - will be explicitly

agreed on mutual discussions.

1.4 AICs can also be partner/owner of complimentary consulting firms and as

long as AIC ensures that there is no co.nflict of interest

1.3 AICs can sell their private brand Services into common clients as long as due

notification and trasparency is practiced on both sides to protect clientequity.

1.4 Alternatively AICs can private label themselves under Core Points Groups

brand and be solely work with a revenue sharing/royalty payment

arrangement.

1.5 If the affiliate use Core Points Group brand, there will be brand audits

conducted periodically, as feasible and as agreed in advance.

1.6 Core Points Group (Regd Trademark and all associated Intellectual Property)

Rights ) will be owned by Core Points Group

1.5 AICs can use an agreed title/designation while representing Core Points

Group using standards for communications and branding established.

1.6 AICs can get financial stake in Core Points Group as we move forward and we

roll out the plan for Affiliates Share Options Plan. Until the plan is rolled out


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under applicable laws, it will be only an intent with out any commitments on

either side towards it.

1.7 Unless otherwise agreed in writing, based on revenue or US$ designated

outcomes AICs will not be paid any monthly or any other time/event based

remuneration.

1.8 AICs can enroll other AICs to work with them in the same manner and under

the same conditions, as long it is notified to Core Points Group formally.

1.9 AIC agreements are subject to an agreed time-frame and can be terminated

by either party with three months notice, at any time.

1.10 While working on individual engagements which are client-paid projects AICs

will be eligible for payments for the proportionate time and effort agreed in

advance, in sychronization with client-contract payouts and milestones.

1.11 In business development activities of routine nature AICs will not be eligble

for any expenses reimbursements. However, in specific cases, with prior and

mutal conurrence, investments will be made by the firm, as found necessary

to grow the business.

1.12 On acquiring a business which needs to be mutually delivered, reasonable

development expenses by AICs in opening up the account or winning the

business will be considered in arrivinbg at project profitability and will

accordingly be reimbursed before sharing.

1.13 AICs obtaining and delivering fully an assignment without calling upon thegroup resources can subject to section 1.4 will keep the full revenue and

profits for the first three years of the firm until end of 2014 Calendar year,

when growth is the core focus.

1.14 AIC can enage additional resources as needed in a subcontracting mode

without encumbrance to Core Points Group.

1.15 Mutually agreed due processes of financial discipline with client project will be

implemented in all projects run under Core Points Group brand.


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Appendix 2

Affliate Consulting Firms (ACF) Agreement

The principles applicable for individual consulting affiliates and affiliate consulting

firms as below

1.1 There will be an affiliate agreement e in good faith, signed between CorePoints Group and the Affiliate Consuling Firm.

2.2 There will be no investments needed from ACF as a pre-condition to this

agreement.

2.3 ACF can practice on their own brand or as individuals without any conflict

of interest in terms of practice areas meaning they will not engage diretcly

in those areas where Core Points Group is engaged in - will be explicitly

agreed on mutual discussions.

2.4 ACF is free to partner/owner of complimentary consulting firms and as longas AIC ensures that there is no conflict of interest.

2.3 ACF can sell their private brand Services into common clients as long as due

notification and trasparency is practiced on both sides to protect client

equity.

2.4 Alternatively ACF can private label themselves under Core Points Groups

brand and be solely work with a revenue sharing/royalty payment

arrangement.

2.5 If the affiliate use Core Points Group brand, there will be brand auditsconducted periodically, as feasible and as agreed in advance.

2.6 Core Points Group (Regd Trademark and all associated Intellectual Property)

Rights ) will be owned by Core Points Group

2.6 ACF or it key designated management team can get financial stake in Core

Points Group as we move forward and we roll out the plan for Affiliates Share


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Options Plan. Until the plan is rolled out under applicable laws, it will be only

an intent with out any commitments on either side towards it.

2.7 ACF will not be paid any monthly or any other time/event based

remuneration, by Core Points Group.

2.9 ACF agreements are subject to an agreed time-frame and can be terminated

by either party with three months notice, at any time.

2.10 While working on individual engagements which are client-paid projects ACF

will be eligible for payments for the proportionate time and effort agreed in

advance, in sychronization with client-contract payouts and milestones.

2.11 In business development activities of routine nature ACF will not be eligble

for any expenses reimbursements. However, in specific cases, with prior and

mutal conurrence, Core Points Group will be open to investing as found

necessary to grow the business.

2.12 On acquiring a business which needs to be mutually delivered, reasonable

development expenses by ACFs in opening up the account or winning the

business will be considered in arriving at project profitability and will

accordingly be reimbursed/reckoned before sharing.

2.13 ACF obtaining and delivering fully an assignment without calling upon the

group resources can subject to section 2.4 will keep the full revenue and

profits for the first three years of the firm until end of 2014 Calendar year,

when growth is the core focus.

2.14 ACF can enage additional resources as needed in a subcontracting mode

without encumbrance to Core Points Group.

2.15 Mutually agreed due processes of financial discipline with client project will be

implemented in all projects run under Core Points Group brand.

2.16 In cases where Affilitae/Core Points Group opens up and obtains a new

account and the enlists the services of the other, unless otherwise agreed in

writing, the general principles will be:

1. The Firm obtaining the account will be the Prime contracting party.

2. The Firm working on it will maintain a sub-contracting relationship with the Prime.

3. Whether account is referenceable, can be mined further etc. will be agreed

upfront.

4. Deliverables to client and client delight will prevail over any other consideration

on either side and will be the key objective.


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USE THIS TO Imrove

TERMS AND CONDITIONS OF COUNCIL MEMBERSHIP

THIS IS A BINDING CONTRACT. PLEASE READ CAREFULLY AND SIGN BY

ENTERING YOUR NAME AND TODAY'S DATE IN THE SPACE PROVIDED BELOW.

These terms and conditions of council membership ("Terms & Conditions") in the

Gerson Lehrman Group CouncilsSM (the "GLG Councils") supersede all prior versions of

the Terms & Conditions previously in effect between Gerson Lehrman Group, Inc. and/or

its subsidiaries and affiliates (collectively, "Gerson Lehrman Group?" or "GLG") and you.

You agree that your use of any of GLG's websites (including the Consulting

Management Platform councils.glgresearch.com),G+ (www.gplus.com), or any affiliated

or successor websites) is subject to the terms of use referenced on such website, except

to the extent that a website's terms conflict with these Terms & Conditions, in which case

these Terms & Conditions shall control.

GLG may offer translations of these Terms & Conditions in languages other than English

for the convenience of Council Members, but the English version shall control over any

such translations.

OVERVIEW AND ACTIVITIES

The GLG Councils are groups 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").

Gerson Lehrman Group provides opportunities for Council MembersSM to participate in

different types of projects ("Projects"), such as telephone consultations and online

surveys.

Council Members who qualify for Member ProgramsSM (described below) may be

eligible to participate in additional types of Projects, including Projects that requiregreater time commitments.

Additionally, Council Members may be eligible to participate in other non-Project

activities and interactions through GLG ("Platform Activities"), such as:
https://councils.glgresearch.com/https://councils.glgresearch.com/


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receiving rewards for referring friends and colleagues to the GLG Councils and Platform

Activities;

selling reports and other syndicated content through GLG's online marketplace and/or

third party partner sites;

participating in online discussions with other Council Members and/or Clients; and

engaging in other networking and educational opportunities.

MEMBERSHIP POLICIES

You represent that you have completed the Council Member Tutorial (2011).

You represent you are permitted to join the GLG Councils and have obtained all

necessary consents or waivers to participate as a Council Member. if you are employed,

your employer's policies may limit your ability to engage in outside consulting. Similarly,

if you have consulting arrangements, these may limit your ability to consult through the

GLG Councils.

For example, prior to joining the GLG Councils you must review any employment

agreements, employee manuals, codes of conduct, consulting agreements and other

similar policies and agreements (if any) to ensure you are able to participate in the GLG

Councils. You should also consider contacting appropriate persons within theany firm(s)you have consulted for or your organization (if applicable) 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 GLG Councils.

As a Council Member, you acknowledge that you are a non-agent independent

contractor of GLG. You acknowledge that you have no authority to act on behalf of

GLG. You agree that you are not eligible for any GLG or Client employment benefits

based on your participation in the GLG Councils and you shall not identify any Client or

GLG as your employer. You agree that you are joining the GLG Councils in your

individual capacity and not as a representative or on behalf of any other company ororganization,(such as past or present employers), except as otherwise agreed in writing

between such organization and GLG.

If you are unsure about your ability to comply with these Terms & Conditions, then you

must decline to participate as a Council Member.


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PARTICIPATION IN THE GLG COUNCILS

At all times during your participation in the GLG Councils, 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 & Conditions and applicable law.

YOU MUST DECLINE, OR DISCONTINUE PARTICIPATION IN, ANY PROJECT OR

PLATFORM ACTIVITY THAT WOULD RESULT IN A VIOLATION OF APPLICABLE

LAW OR YOUR OBLIGATIONS TO PAST OR PRESENT EMPLOYERS OR OTHER

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 at any time in connection with a

Project, Platform Activity, or otherwise in connection with your participation in the GLG

Councils:

Disclose material, nonpublic information about a public company;

Disclose confidential information about, or belonging to, past or present employers;

Disclose information that you have a duty or have agreed to keep confidential (e.g., by

agreement, fiduciary duty, etc.);

Disclose information that you obtained from any person who expects you to keep itconfidential or that you believe to be confidential;

Disclose any trade secrets or other proprietary 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.

Breach an applicable regulatory or professional standard or guideline; or

Disclose any information that you are otherwise prohibited from disclosing under

applicable law.


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You further agree that:

if you are an employee or director of a company, you will decline to participate in

Projects or Platform Activities the topic of which is that company, and that you will not

discuss or disclose information about that company, such as its performance, strategy,

or products, without the express written consent of the company and GLG;

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

year, 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 issuing securities in an initial

public offering (IPO), or that has made or is the subject of a tender offer or at an entity

that has acted on behalf of such a company in connections with such tender offer, you

will decline all Project invitations until the commencement of such offering; , or while the

tender offer process is taking place;

if you are a lawyer, you will not give legal advice in connection with a Project or Platform

Activity and you do not establish an attorney-client relationship with Clients through

Projects or Platform Activities; and

if you are one of the few Council Members who are an employee or agent of a public

international organization (e.g., WHO, World Bank, United Nations, etc.) or government

owned/controlled organization or are a government official or government agency

official, member of party, or candidate, whether in the U.S. or elsewhere, you will not

discuss legislation, regulation, policy, contracts or other business that you are in a

position to vote upon or otherwise influence.

You further represent that you have not been included on the Excluded Parties List

System maintained by the U.S. General Services Administration or the SpeciallyDesignated Nationals list maintained by the U.S. Department of Treasury's Office of

Foreign Assets Control or any other similar list, domestic or foreign, and if your status

shall change with respect to this representation, you shall immediately notify GLG of

such event.


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If you become concerned with the nature of any inquiry or Project by a Client, you must

discontinue your participation and notify GLG immediately by emailing

[email protected] or calling 512-651-3700. To encourage you to err on the side

of caution during your participation in the GLG Councils, you may submit a payment

request for the full time you set aside for any project you discontinue for the purpose of

comply with these Terms & Conditions or your other obligations.

You agree to cooperate fully in any GLG inquiry concerning actual, alleged, or potential

violations of these Terms & Conditions.

Healthcare Council Members

If you are a healthcare professional:

and you are an investigator or have another role in a clinical trial, you agree that you will

not discuss enrollment or patient experience trial results not yet in the public domain,

including for example, side effects and views on potential approval based on clinical

experience;

you represent that that you are duly licensed, to the extent required, in the state(s),

province(s) and/or country in which you are currently practicing;

you agree that you will not disclose to GLG or its Clients any patient information

prohibited by law or give medical advice during Projects, Platform Activities, or otherwise

through your participation in the GLG Councils; and

you represent that you have not been excluded, debarred, suspended or otherwise

ineligible to participate in federal and/or state programs, or listed on the List of Excluded

Individuals/Entities issued by the Office of Inspector General of the U.S. Department of

Health and Human Services Office and/or the Debarment List of the U.S. Food and Drug

Administration, and if your status should change with respect to any of these

representations, you shall immediately notify GLG of such event.

Please note that Clients are not permitted to influence your decisions about what drugs,devices or services to prescribe, refer, use, dispense, purchase, lease or order. If at any

time during a Project you believe that a Client is marketing products or services to you

rather than conducting research, or is inappropriately attempting to influence your choice

of products or to reward you for using or recommending any particular products, please

terminate the Project and notify GLG immediately.
mailto:[email protected]:[email protected]


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COUNCIL MEMBER INFORMATION

You agree to provide GLG with accurate and complete biographical information,

including your current job status and at least two years of employment history, and to

promptly update that information as it changes. In addition, you agree to notify GLG

promptly if you are sued for theft of corporate assets or any similar action, breach of a

confidentiality or non-disclosure agreement, or breach of fiduciary duty, or if you become

the subject of a lawsuit or investigation of a governmental or self-regulatory organization

relating to a violation of the securities law or an accusation of civil or criminal fraud or

deceptive practices, except to the extent you are prohibited by law from providing such

notice to GLG. GLG may verify information provided by you, or about you.

GLG or its Clients may ask you for other information about yourself, including your

ability, availability or suitability to consult on particular topics or in general. Collectively,

such information about you, as well as any information in your GLG Council Member

Profile and any photographs or images you choose to add to your profile, are your

"Council Member Information". While GLG may revise Council Member Information on

your behalf based upon information provided by you or others, you are solely

responsible for monitoring your Council Member Information and ensuring its accuracy.

You agree not to accept any Project or consult with any Client unless your Council

Member Information is accurate, complete and current. You understand that GLG,

Clients and GLG's third party partners are entitled to rely on your Council Member

Information.

If, during the course of Projects or Platform Activities, you are first introduced to other

Council Members, you may not, directly or indirectly, solicit those Council Members forprojects or other engagements outside of Gerson Lehrman Group, without the prior

permission of GLG.

ASSIGNMENT, ACCEPTANCE & SCOPE OF PROJECTS

Your participation in Projects and Platform Activities is always at your discretion. GLG

makes no representation regarding the frequency, quantity or type of invitations to

Projects or Platform Activities you will receive or in which you will be chosen to

participate. Unless otherwise agreed in writing by GLG or as otherwise stated in anyProject invitation, you will only be compensated for the time you spend interacting with

Clients on Projects at your agreed rate and you will not be compensated for preparation

time, wait time or time set aside if a Project with a Client does not occur. You may not

assign Projects or Platform Activities or delegate any portion of your work thereon to

others (including without limitation to any other employees of your firm) without GLG's

prior written consent.


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All interactions must be set up through GLG or its systems. If a Client contacts you

without having arranged the Project through GLG, and you consult with the Client, you

are not eligible for payment from GLG, even if the call is a follow-up to a recent Project

that was arranged through GLG. Clients are not authorized to expand the scope of a

Project except to the extent GLG has agreed otherwise in writing.

COMMUNICATION WITH NON-COUNCIL MEMBERS

If you speak with a person who is not in the GLG Councils in connection with any

Project, you agree:

not to describe yourself as working for or on behalf of GLG;

to disclose to such person that you are acting on behalf of a Client (you may disclose

the type of client firm without identifying such Client by name);

not to present yourself under false pretenses or pretexts;

to advise such person that you are not seeking, and do not want, any confidential

information, including material non-public information;

to advise such person that he/she must comply with his/her existing obligations to any

third parties, including past or present employers;

not to pay, give anything of value to, or otherwise compensate (or promise to do any of

the foregoing) an employee or agent of a public international organization (e.g., WHO,

World Bank, United Nations, etc.) or government owned/controlled organization, or a

government official or government agency official, or a member of a political party, or a

candidate; not to pay, give anything of value to, or otherwise compensate such person

(or promise to do any of the foregoing) to provide you with information, or to cause such

person to cease acting in good faith, impartially, or in accordance with a position of trust;

and

not to solicit information that you believe the person, if he/she were a Council Member,could not disclose under these Terms & Conditions.

NON-SOLICITATION OF CLIENTS


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Membership in the GLG Councils is non-exclusive (unless you qualify for and are

accepted into the Leaders or other program with an exclusivity component), and there is

no minimum time commitment unless otherwise agreed in writing. As a condition to

participation in the GLG Councils, for Clients to whom you have been first introduced

through Gerson Lehrman Group, you agree not to knowingly solicit projects from or

propose or agree to any kind of consulting, advisory or employment arrangement with

such party directly or indirectly without written permission of Gerson Lehrman Group for

a period of one year from the most recent Project with or introduction to such Client.

This non-solicitation provision does not prohibit a Council Member from being retained

by a Client to provide legal advice. For a period of one year after the termination of your

relationship with GLG, you also agree not to knowingly solicit for employment any

employee of GLG or any Clients to whom you have been first introduced due to your

Council Member status.

MEMBER PROGRAMS

Council Members who are enrolled into Member Programs may be eligible to participate

in additional types of Projects, such as in-person meetings and events, written

deliverables, blogs and in-depth engagements. Council Members who are not enrolled

in Member Programs are restricted to a limited number of telephone consultations and

online surveys.

You acknowledge that GLG in its sole discretion may determine your eligibility for and

designate you for the "Educators," "Leaders" or "Scholars" tier of Member Programs or

other tiers that may exist from time to time. The GLG Leaders program is subject to anadditional written agreement with you which supplements these Terms & Conditions.

EXPERT WITNESS ENGAGEMENTS

If a law firm decides to retain you as an expert witness in a Project, such firm may

choose to enter into a separate written retention agreement with you for expert witness

services (such an agreement, a "Retention Agreement"), and such Retention Agreement

shall control over any inconsistent terms in the Terms & Conditions with respect to the

relationship between you and such law firm Client and your obligations to such law firm

Client and its client in connection with the expert witness Project. Such RetentionAgreement would not modify your obligations to Gerson Lehrman Group under these

Terms & Conditions or otherwise.

COUNCIL MEMBER CONTENT


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You represent that any materials, regardless of format, that you submit, upload to a GLG

website or otherwise provide to a Client or to GLG (collectively, "Content") is your

intellectual property or you have obtained any necessary permissions or licenses to such

Content. You are solely responsible for your Content, and you agree not to submit

Content that is unlawful, threatening, defamatory, profane, deceptive, or misleading, or

otherwise violates these Terms & Conditions.

Content Created For Client(s)

If a Client selects you for a Project, Content you create in connection with that Project

("Project Content") is solely owned by the Client (e.g., as a "work for hire") and may be

used by such Client for any purpose permitted under that Client's agreement with GLG,

which may include reproduction, disclosure, transmission, publication, broadcast, and

posting, unless otherwise agreed in writing by GLG and the Client. Content you create

independently of, or prior to, any Project ("Retained Content") remains your property and

you retain all rights, title and interest in and to such Retained Content; however, you

grant the Client a perpetual, world-wide, royalty-free, and transferable license to use any

Retained Content included in any Project Content. Without limiting the foregoing, you

agree that each Client is free to use any ideas, concepts, know-how, or techniques

contained in any 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 create for a Client in the course of a Project,

and all intellectual property rights in such inventions, discoveries or improvements, shall

be owned entirely by and shall be proprietary to the Client.

You further agree and acknowledge that GLG's Clients may elect to record or transcribe

your consultations with them, and that any such recordings or transcriptions are owned

by GLG's Clients and may be used by such Client for any purpose permitted under that

Client's agreement with GLG. You will be notified in advance if a Client elects to record

or transcribe a consultation with you.

Other Content

Syndicated Content: You retain ownership to Content that you submit for sale or licenseto Clients other than in connection with a Project ("Syndicated Content"); however, you

provide GLG a limited license to market, promote and sell such Syndicated Content on

its websites and otherwise, including by showing samples or limited portions of

Syndicated Content to potential purchasers (including through third party partner

websites), and to process Syndicated Content for use with GLG's automated search and

suggestion systems.


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Blogs / G+: You retain ownership to Content that you submit to G+ or to any successor

or equivalent product or other GLG blogging platform ("Blog Content"), but you grant

GLG an unlimited license (subject to the "Content License" below) to your Blog Content.

You acknowledge that GLG does not have any obligation to use, post, or deliver any

Blog Content you submit.

GLG Publications: Content that you submit for publication by GLG ("Publications"),

other than Blog Content and Syndicated Content, shall be owned by GLG and you shall

retain no license to use such Content unless otherwise provided by GLG in the terms of

such Publication.

Recordings/Transcriptions: GLG may invite you to participate in a project for which your

image and/or voice may be recorded and/or transcribed ("Recordings") by GLG or its

agents, such as at a live meeting, webcast, conference or other event or in any on-

camera interview. If you participate, you agree, notwithstanding anything else in these

Terms & Conditions, that GLG owns such Recordings and has the exclusive right to

attribute such Recordings to you and to use, distribute, reproduce, publish, reprint,

modify, adapt, sublicense, and publicly display such Recordings, in whole or in part, in

original form or as edited or modified by GLG, in all languages and forms, for any

commercial or noncommercial purpose unless otherwise agreed in writing.

Content License: For all Content other than Retained Content, Syndicated Content,

Publications and Recordings, including but not limited to Blog Content and Content

submitted in connection with any GLG seminar, roundtable, webcast or conference, yougrant GLG a perpetual, world-wide, royalty-free, transferable, and exclusive license to

use, distribute, reproduce, publish, reprint, modify, adapt, sublicense, and publicly

display such Content, in whole or in part, in original form or as edited or modified by

GLG, in all languages and forms, for any commercial or noncommercial purpose unless

otherwise agreed in writing.

Content Release & Indemnification: You additionally release GLG, and any and all

persons acting under its permission or authority from any claim, liability or action in law,

including any claims for defamation, copyright infringement, or invasion of privacy,

arising in connection with your Content. Further, you agree to indemnify, defend andhold harmless GLG and its Clients from and against any third party claim that your

Content or the use of your Content infringes upon any patent, trademark, copyright,

trade secret or other intellectual property right.

PRIVACY POLICY


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You agree that GLG may collect and retain information about you, including but not

limited to your Council Member Information, ("your information"), and contact you by

email, telephone, or otherwise, to process and administer details of your membership in

the GLG Councils, to provide you with opportunities to participate in the GLG Councils,

to assist with required approvals and consents for Project participation, to comply with

applicable laws and Client compliance policies, and to tell you about GLG's business.

You agree that GLG may also use and analyze your information to administer, support,

improve, market and develop the business of GLG,its affiliates, and their respective

business partners while you are a Council Member and thereafter. GLG at all times will

protect your information in accordance with GLG's Privacy Policy

(https://councils.glgresearch.com/About/PrivacyStandard.aspx), which is incorporated

herein by reference.

You agree that GLG may disclose your information to Clients and non-Client third parties

for the purpose of promoting GLG's business, including without limitation by displaying

such information on GLG's websites, GLG's third party partner websites, print media and

other materials (collectively, "Marketing Materials"), subject to your right to opt-out from

this promotional use. You may opt-out of this promotional use by contacting your GLG

Member Solutions Associate or through an opt-out tool located on your GLG Council

Member profile page. If you opt out of this promotional use or terminate your

participation in the GLG Councils, GLG will use reasonable efforts to cease email and

telephone contact with you and to discontinue creating and distributing Marketing

Materials that contain your information. Notwithstanding the foregoing, any such opt-out

will not apply to your submissions of Syndicated Content, Blog Content or Publications,

or participation in GLG Events (as described above).

You agree that GLG may disclose your information and your participation in the GLG

Councils to third parties, such as current and former employers and companies that you

have provided services to or contracted with, for the purpose of confirming any consents

or approvals you may need to participate in the GLG Councils or in specific Project(s).

You agree that Clients, if required by law or the Client's compliance policies, may

disclose information about their Projects with you, for example your name and the

amount you were paid on the Project ("Required Client Disclosures"). For example, a

pharmaceutical company may be required to publicly disclose certain of its interactionswith healthcare professionals. You authorize GLG to make Required Client Disclosures

on behalf of and at the direction of Clients.

You agree that GLG may disclose your information in response to legal process, to

protect GLG's rights, as otherwise required by law, or for the prevention or detection of a

crime. If GLG sells all or part of its company or enters into a partnership with another
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business entity, you agree that GLG may disclose your information to its new business

partners or owners who may then provide you with information about their products and

services.

You agree that GLG may share your information with third parties to further the

businesses of GLG, its affiliates, and their respective business partners provided that

each has agreed not to use such information to sell or market products or services to

you without your prior consent. GLG will not sell your information to third-party

marketers or similar organizations. Whenever we share your information, we will always

give due consideration to ensure that any disclosure does not cause any unwarranted

prejudice to your privacy.

You agree that your information will be held by GLG in the United States and may also

be held and accessed by GLG staff and third parties working for GLG, or GLG's

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 GLG's United

States offices to be used for these purposes, and it may be transferred to and shared

with any of GLG's worldwide locations. You may request a full list of all subsidiaries and

affiliates of Gerson Lehrman Group, Inc.

You agree that GLG may conduct background checks on you, including through a third-

party service. GLG may seek to verify your employment history, education credentials,

and check for any criminal history. You agree to cooperate with GLG and provide

necessary consents as required in conducting such background checks/verifications.

GLG may seek to verify the duration and accurate invoicing and description of Projectsyou conduct for Clients.

You agree that GLG may retain your information for its business purposes if you cease

to be a member of the GLG Councils, provided that GLG will protect all such information

about you in accordance with these Terms & Conditions.

CONFIDENTIALITY OF GLG AND CLIENT INFORMATION

While you are a Council Member and thereafter, you agree not to disclose or to attempt

to use or personally benefit from any Confidential Information that is disclosed to orknown by you because of your participation in the GLG Councils until such time as the

Confidential Information has become publicly available through no action of your own,

except to the extent required by law or as expressly permitted by GLG for the purpose of

facilitating a particular Project. Confidential Information shall include: (1) the identity of

Clients (e.g., do not list Clients on your resume or website); (2) information about

Projects; (3) information about any actual or potential business, investment or trading


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decisions or transactions of any Client; or (4) any other confidential information of

Gerson Lehrman Group or its Clients. 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 Confidential Information to anyone other than GLG, you will promptly and diligently

notify GLG, unless prohibited from doing so by the express terms of a government

subpoena or court order, and will cooperate fully with GLG 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 GLG Councils or in a Project prior to accepting an invitation for that

Project.

Some Projects are collaborative, and involve working with other Council Members. You

owe the same duty of non-disclosure to such other Council Members as you would to

any Client under these Terms & Conditions. Note that your obligations not to use or

personally benefit from Confidential Information as set forth above prohibit you from

using information you learn during a Project to trade securities or make personal

investment decisions.

RELIANCE BY CLIENTS

These Terms & Conditions are intended to benefit Clients and enable Clients to satisfy

themselves that all Projects will be carried out in accordance with these Terms &

Conditions and applicable laws and will not, among other things, lead to the improperdisclosure of confidential information, including material non-public information. Clients

may from time to time request that you confirm any part of these Terms & Conditions,

and any additional terms or compliance policies required by Clients as a condition to

your participation in a Project. You understand that other Council Members, each Client,

and the person with whom you may engage in any Project or Platform Activity is an

intended beneficiary of these Terms & Conditions and the covenants and agreements

made by you hereunder, and that Clients, as third-party beneficiaries of these Terms &

Conditions, have the right to enforce your compliance with these Terms & Conditions.

PAYMENT TO COUNCIL MEMBERS

You must specify your or your organization's payment details on your GLG Council

Member profile page. If you are employed, you must follow your employer's policies that

may relate to payment by Gerson Lehrman Group. Following the completion of a Project,

you must request payment through the GLG Councils secure website for the work you

performed on the Project within 30 days and payments will be based on the applicable


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rate in your profile upon Project acceptance unless otherwise agreed in writing by GLG

or as specified in the Project invitation. If you or your employer has specified that

payments be remitted to your employer, you agree, so long as your relationship with

your employer exists or until your employer provides otherwise in writing, that payments

will be made to your employer.

Payment terms for Platform Activities, to the extent applicable, will be made in

accordance with the terms set forth on GLG's websites regarding the particular Platform

Activity or as otherwise agreed in writing by GLG.

In the event that a Client disputes your request for payment or the quality of your work

on a Project or Platform Activity, GLG may withhold payment until such dispute is

resolved. You agree that in the event of any such payment dispute, GLG has the sole

and final authority to resolve such dispute in GLG's reasonable discretion, and you agree

to be bound thereby. You further understand and agree that you have no right to

payment for a Project or Platform Activity to the extent GLG reasonably determines you

have violated these Terms & Conditions or GLG's reasonable compliance rules, and to

the extent you have already received payment for Projects or Platform Activities

involving such violations, GLG shall have the right to recover such payments in full.

GLG may require you to provide additional information (including your Social Security

number or equivalent Tax Identification number) about yourself or your

employer/company as part of GLG's security procedures. Note that U.S. persons will

receive a U.S. Internal Revenue Service Form 1099 for payments as required. You

agree that all fees imposed on you by any banking institution to process any paymentfrom Gerson Lehrman Group are your sole responsibility.

Please ensure that information you provide regarding your payment accounts is always

accurate and updated. Inaccurate payment account information can cause delays in

payment.

Non-U.S. Council Members may be asked to confirm such status. Please note that your

contract will be with Gerson Lehrman Group, Inc., a U.S. entity. You agree that you are

responsible for paying any applicable taxes in your jurisdiction on payments you receive

from GLG, in accordance with applicable law and, if applicable, you agree to provideGLG evidence of such tax payments upon GLG's reasonable request.

AGREEMENT DETAILS

Right to Injunction/Limitation on Liability


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In the event that you, as a Council Member, breach, or threaten to breach, any of the

promises in the following sections of these Terms & Conditions: Confidentiality of GLG

and Client Information, Non-Solicitation of Clients, or the terms of use of GLG websites,

you acknowledge that Client and/or Gerson Lehrman Group's remedies at law will be

inadequate and that Client and/or Gerson Lehrman Group 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 Gerson Lehrman Group be liable to you or any other party for any

damages resulting from or relating to your participation as a Council Member, the

performance of any services by you as a Council Member, or the business operations of

GLG, including without limitation for any incidental, consequential, punitive or special

damages regardless of the theory of liability and even if GLG was informed of the

possibility of such damages. GLG agrees that for its part it shall not seek to impose on

any individual Council Member any liability for damages based on his or her

performance of services hereunder as a Council 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 Council Member to comply with these Terms

& Conditions, including the guidelines and restrictions contained herein, or conduct or

activity by the Council Member that constitutes gross misconduct. You are solely

responsible for your actions. GLG 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 & 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 Council

Member resides in Europe, in which case such Council Member may elect to have the

arbitration held in London, England, or unless the Council Member resides in Asia, in

which case such Council 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 theaward rendered by the arbitrator may be entered by any court having jurisdiction thereof.

Arbitration shall not be deemed a waiver of Gerson Lehrman Group's right to seek

injunctive relief in any court of competent jurisdiction as provided for in these Terms &

Conditions. Each party is responsible for its own legal fees, and the arbitrator may not

include the payment of attorneys' fees or expenses as a part of any award. Arbitrations

arising from the same or related claims may be consolidated in one arbitral proceeding.


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Governing Law

These Terms & 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 & Conditions shall not

for those reasons alone affect the validity or enforceability of any other provision of these

Terms & Conditions.

Survival of Certain Provisions

The provisions of the sections (including subsections) of these Terms & Conditions

entitled Non-Solicitation of Clients, Council Member Content, Privacy Policy,

Confidentiality of GLG and Client Information, Reliance by Clients, and Agreement

Details shall survive any termination or expiration of these Terms & Conditions.

Termination

You have the right to withdraw from the GLG Councils at any time upon notice to GLG,

and GLG has the unlimited right to terminate or limit your membership in the GLG

Councils and Member Programs at any time and for any reason.

By signing these Terms & Conditions, you acknowledge that you are making

express representations to GLG and Clients that you will abide by all of your

obligations and responsibilities as set forth in these Terms & Conditions.

End of Terms & Conditions

2011 Gerson Lehrman Group, Inc. All rights reserved.

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