These Terms and Conditions (“Terms and Conditions” or “Agreement”) govern the contractual relationship between an Expert (as defined below) and context.A Research GmbH (“context.A”). Expert and context.A shall each be referred to as “Party” or together as “Parties”. The Terms and Conditions represent a legally binding contract that must be respected by both Parties.
In this Agreement, an “Expert” is an individual willing to share expertise or experience concerning a specific subject matter with a Client of context.A.
A “Client” engages context.A in order to consult with an Expert. A Client may also include any person or company appointed by the Client to engage in a consultation on its behalf.
1) General obligations and representations
Experts assure that the biographical information provided to context.A is correct, up to date and not misleading. By agreeing to participate in a consultation, Experts confirm that they are knowledgeable about the proposed subject matter.
Experts are prohibited from participating in a consultation or sharing information that would result in a violation of applicable laws and regulations or in a breach of contractual obligations to a third party. Experts’ employer policies or contracts of employment do not require a prior consent to engage in a consultation, unless a permission is available.
Experts do not participate in a consultation that would raise a professional, regulatory or any other conflict of interest. Experts have the right not to share knowledge concerning topics that would cause a conflict of interest for them. In case Experts become aware of a conflict of interest, they shall contact context.A immediately.
Experts are prohibited from providing any investment, legal, financial, accounting or medical advice to any Client. In particular, Experts do not provide any advice, recommendations or valuations regarding securities of any kind. Experts assure that they are not working or are registered as a financial advisor and that they are not acting as an intermediary, agent or representative of a financial advisor. In case an Expert is an auditor or former auditor, the Expert will not comment on any company that the Expert has audited within three years prior to the consultation. Experts are prohibited from participating in a consultation as long as their employer is in the process of an initial public offering or subject to a tender offer. Experts are prohibited from discussing unpublished medical trial or patient experience information.
Experts do not participate in a consultation that principally relates to a company of which they are an officer, director, employee, legal representative or partner. In case they hold any of the positions above, Experts will not provide information to a Client that the company could consider confidential or proprietary or information of which the disclosure could reasonably be expected to cause damage to the company. Experts further do not knowingly participate in a consultation with a competitor (or someone acting on the competitor’s behalf) of a company of which they are an officer, director or employee.
Experts agree not to directly contact a Client with which they have engaged in a consultation, unless such contact is arranged by context.A or Experts have a proven pre-existing relationship with the Client.
2) Confidential Information
Experts are not permitted to disclose Confidential Information, as defined below. “Confidential Information” includes, but not limited to, information relating to the Expert’s current or former employer which is identified as confidential or is by its nature confidential, non-public financial information, trade secrets, proprietary know-how or any other information the Expert is under a duty to keep confidential. Confidential Information further includes material non-public information that a reasonable investor would consider important to an investment decision or information of which the disclosure would violate applicable security laws (e.g. unreleased financial results or non-public information regarding a merger, divestiture or material contract).
Experts shall keep confidential all Confidential Information disclosed to them by a Client, context.A or a third party during a consultation. Experts are under no circumstances permitted to use Confidential Information for any other than the agreed purpose and shall not use Confidential Information in violation of applicable security laws.
Experts shall further keep confidential the identity of a context.A Client, the subject matter of a consultation and the rates agreed between the Expert and context.A.
All information, documents or materials with which Experts are entrusted with for a consultation or the execution of a project are confidential and shall not be shared with any third parties without the prior written consent of context.A. Information, documents or materials provided to Experts by Clients or context.A are to be returned or destroyed upon request.
Experts agree that a breach of any of the provisions in this clause (Confidential Information) may cause irreparable harm to context.A or a Client and that compensation would not be a sufficient remedy in respect of such a breach. context.A or a Client may seek injunctive relief and other applicable remedies in respect of any such breach.
3) Intellectual Property
Experts are solely responsible for the content they share or create in connection with a consultation. Experts represent that they have obtained any necessary licenses or permissions for any documents or materials they provide to a Client or context.A and do not infringe intellectual property rights of any third party in connection with a consultation or the performance of the services under this Agreement. Experts further agree that such documents or materials provided may be used by the Client or context.A royalty-free and perpetually in the course of their business.
Experts agree to indemnify the Client or context.A against all liabilities they may incur in connection with claims based on documents or materials provided by Experts that infringe intellectual property or proprietary rights of any third party.
context.A provides a detailed privacy statement under: www.context-a.com/en/privacy-statement
5) Payment terms
Experts give their assurance that they act as an independent contractor, do not predominantly work for context.A and are no employees or representatives of context.A.
Experts are solely responsible for the taxation of their income and the payment of contributions to social security institutions.
Compensation is agreed between Experts and context.A on a case by case basis. After a consultation, context.A gets in touch with Experts to verify that the consultation has taken place and to confirm the duration of the consultation. No compensation will be applied if the consultation is cancelled in the first 10 minutes as the Expert has not sufficient expertise in the subject matter communicated via the initial briefing.
Experts enter their payment details via context.A’s web-based form or submit invoices sixty (60) days after the consultation occurred. context.A conducts payment of the agreed rate within thirty (30) days upon receipt of the Expert’s payment details. No compensation will be paid in case Expert payment details are submitted after sixty (60) days. Compensation will further not be applied if Experts directly arrange consultations with the Client without notifying context.A.
context.A’s liability in connection with this Agreement shall be limited to the amount equal to the compensation paid to the Expert.
context.A shall not be liable for any loss, damage, costs or claims arising from, but not limited to, the loss of revenue, profit or business, the loss of data or information or any other indirect or special loss in connection with a consultation under this Agreement.
context.A reserves the right to change these Terms and Conditions from time to time by posting updated versions of it on the context.A website or by notifying Experts. All changes are effective upon publication or communication to Experts, provided that Experts have not provided a written disagreement within thirty (30) days after publication or communication.
The Parties have the right to terminate this Agreement any time without giving reasons and with immediate effect. Termination of this Agreement will not affect any accrued right or liabilities of the Parties as of the date of termination.
The aforementioned obligations concerning Confidential Information (clause 2), privacy (clause 4), payment term (clause 5), liability (clause 6) and the direct approach of Clients (see clause 1) shall survive the termination of the contractual relationship between the Parties. These obligations are also applicable to legal successors of the Parties.
In the event that any of the provisions of this Agreement is determined to be invalid, unlawful or unenforceable that provision shall be severed from the remaining provisions which shall continue to be valid and enforceable. The ineffective provision will be replaced by a regulation with the same intention.
This Agreement shall be governed by the law of the Federal Republic of Germany. Place of jurisdiction is Munich, Germany.
Last revised: April 30, 2019