Last Updated:                 September 2, 2008

TERMS AND CONDITIONS OF MEMBERSHIP (TERMS AND CONDITIONS)

THIS IS A BINDING CONTRACT. PLEASE READ CAREFULLY AND SIGN BY ENTERING YOUR INITIALS IN THE SPACE PROVIDED BELOW.

Following are the terms and conditions of membership and participation in the Riedel Global Experts (RGE), which supersede all prior versions of the Terms and Conditions previously in effect between Riedel Global Experts, LLC. and/or its subsidiaries and affiliates (collectively, Riedel Global Experts or Riedel Research Group) and you. You agree to be and remain bound by these Terms and Conditions. As a member, you are a non-agent independent contractor of RGE. You acknowledge that you shall not act on behalf of RGE in any fiduciary capacity nor have any authority to act on behalf of RGE. You also agree that your use of any of RGEs 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 AND ACTIVITIES

The RGE 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).

Riedel Global Experts provides opportunities for Experts to participate in different types of consulting projects (Projects), such as:

Telephone consultations
Research projects
RGE News & Analysis and
Online surveys.

MEMBERSHIP POLICIES

You may only join the RGE if you are permitted to do so and have obtained all necessary consents or waivers from appropriate parties, and by joining the RGE , you represent that you have obtained all such necessary or appropriate consents and waivers. Prior to joining the RGE 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 participate in the RGE. 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 RGE, and you acknowledged that you may not rely on RGE to make that determination for you.

You agree that you are joining the RGE in your individual capacity and not as a representative of any other company or organization, except as otherwise agreed in writing between such company or organization and RGE.

If you are unsure about your ability to comply with these Terms and Conditions, then you must decline to participate as an Expert.

PARTICIPATION IN THE RGE

At all times during your participation in the RGE, 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 agreement with -- or other obligation to -- any person, employer, former employer or other entity;
Discuss or disclose information about any company of which you are an employee or director;
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 tender offer, you will decline all Project invitations while the tender offer process is taking place; and
if you are a lawyer, you may not give legal advice in connection with 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 expertservices@riedelglobalexperts.com or calling +1 917.587.7717 To encourage you to err on the side of caution during your participation in the RGE, you may submit a payment request for time allocated for any interaction you discontinue for the purpose of compliance with these Terms and Conditions.

You agree to cooperate fully in any RGE inquiry concerning actual, alleged, or potential violations of these Terms and Conditions.

Assignment, Acceptance & Scope of Projects

Riedel Global Experts endeavors to match Experts to Phone Consultancy opportunities based upon its understanding of the Project and Expert’s Expertise Information. The scope of a proposed Project will be outlined by RGE.

Your participation in Projects is always at your discretion. Experts 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). RGE makes no representation regarding the frequency or quantity of invitations to Projects you will receive. Unless otherwise agreed in writing by Riedel Global Experts 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 RGE. If a Client contacts you without having arranged the Consultation through RGE, and you consult with the Client, you are not eligible for payment from RGE, even if the call is a follow-up to a recent Project that was arranged through RGE.

All preparatory and follow-up work for Projects require the prior written approval of RGE. Clients cannot authorize such additional work.

Communication with RGE 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 RGE 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); and
not to pay or otherwise compensate such person in any way for information.

NON-SOLICITATION OF CLIENTS

Membership in the RGE is non-exclusive, and there is no minimum time commitment unless otherwise agreed in writing. As a condition to participation in the RGE, you agree that, for a period of two years from introduction to a Client to whom you have been first introduced in connection with a Project, not to knowingly solicit projects from or propose or agree to any kind of consulting relationship with such party without written permission of Riedel Global Experts. This non-solicitation provision does not prohibit a Expert from being retained by a Client to provide legal advice. For a period of two years after the termination of your relationship with RGE, you also agree not to knowingly solicit for employment any employee of RGE or any Clients to whom you have been first introduced due to your Expert status with RGE.

EXPERT INFORMATION & CONTENT

Any materials, regardless of format (Content), that you submit to a Client or to RGE 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 RGE and its Clients, and that such Content (and RGE 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 RGE 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 RGE 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.

Experts are solely responsible for their Content. You acknowledge that RGE does not endorse and is not responsible for Content. RGE does not create or develop Content, but RGE reserves the right to revise and/or delete Content in whole or in part for any or no reason. RGE has no obligation to use, post, or deliver any Content you submit.

PRIVACY POLICY

You agree that RGE 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 RGE, to provide you with opportunities to participate in the RGE Consultancy Opportunities, and to tell you about RGE’s business. You agree that RGE may also use and analyze the information we collect so that we can administer, support, improve and develop our business.

You agree that RGE may disclose your information to Clients.You agree that RGE may share your information with non-Client third parties for the purpose of promoting RGEs business, including without limitation by displaying such information on RGEs websites, print media and other materials (collectively, Marketing Materials), subject to your right to opt-out.  RGE will use reasonable efforts to discontinue creating and distributing Marketing Materials that contain your information.

You agree that RGE 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 our company or part of it or our business enters into a joint venture with another business entity, you agree that RGE 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 RGE’s United States offices to be used for these purposes, and it may be transferred to and shared with any of RGE’s worldwide locations. You may request a full list of RGE’s group companies.

RGE 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.

CONFIDENTIALITY AND INTELLECTUAL PROPERTY

Non-Disclosure of RGE and Client Information

While you are a Expert of Riedel Global Experts 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 RGE. This obligation shall continue until such time as the Protected Information has become publicly available through no action of your own, except to the extent required by law. 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 RGE Client; (ii) information about actual or potential business, investment or trading decisions or transactions of any Client; (iii) any other confidential information of Riedel Global Experts or its Clients, and (iv) any intellectual property, including without limitation any trade secrets, know-how, or copyrighted information, of the Client or of Riedel Global Experts. 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 RGE, you will promptly and diligently notify RGE, unless prohibited from doing so by the express terms of a government subpoena or court order, and will cooperate fully with RGE 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 RGE or in a Project prior to accepting an invitation for that Project.

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 Riedel Global Experts.

RGE Intellectual Property Rights

All material on Riedel Global Experts’ websites, whether explicitly marked or not, as well as any other RGE material that you receive as an Expert, is the proprietary property of Riedel Global Experts 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 inside information within the meaning 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 COUNCIL MEMBERS

Riedel Global Experts 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 Riedel Global Experts. Following the completion of a Project, payment will be processed within 15 days, unless otherwise specified in the Project invitation. Payments will be based on the rate submitted on your approved and accepted application. RGE may require you to provide additional information for U.S Citizens (including your tax identification number) about yourself as part of RGE’s 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 Riedel Global Experts shall be your sole responsibility.

Non-U.S. Experts may be asked to confirm such status. Please note that your contract will be with Riedel Global Experts, LLC., is a U.S. entity registered in Delaware. 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 an RGE Expert, breach, or threaten to breach, any of the promises concerning Confidentiality of RGE and Client Information, Access Rights, Contact with Clients, or Intellectual Property Rights within these Terms and Conditions, you acknowledge that Riedel Global Experts remedy at law will be inadequate and that Riedel Global Experts 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 Riedel Global Experts be liable to you or any other party for any damages resulting from or relating to your participation as an RGE Expert, the performance of any services by you as an Expert, or the business operations of RGE, including without limitation for any incidental, consequential, punitive or special damages. RGE agrees that for its part it shall not seek to impose on any individual any liability for damages based on his or her performance of services hereunder as a RGE Expert, 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 Expert to comply with these Terms and Conditions, including the guidelines and restrictions contained herein, or conduct or activity by the Expert that constitutes gross misconduct. You are solely responsible for your actions. RGE 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 International Chamber of Commerce (the “ICC”) and their International Court of Arbitration, in effect from time to time. 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 Riedel Global Experts 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 attorneys 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 Delaware Law.

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 RGE at any time upon notice to RGE, and RGE shall have the unlimited right to terminate..

End of Terms and Conditions