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TERMS AND CONDITIONS

OVERVIEW

This is a legally binding contract between you and Arapaho Research Partners, LLC., and these Terms and Conditions govern your relationship with Arapaho Research Partners and its Clients and Affiliates. If there arises any conflict between these Terms and Conditions and any other Arapaho marketing material or documents, these Terms and Conditions shall control.

DEFINITIONS

ARAPAHO RESEARCH PARTNERS
Occasionally referred to as ‘Arapaho’, ‘Arapaho Research’, ‘ARP’ or ‘us’.

ADVISOR
Your status relative to Arapaho Research Partners as a result of your acceptance of these Terms and Conditions. Also, advisor may be frequently referred to herein as ‘you’.

ENGAGEMENT
A specific interaction facilitated by Arapaho Research Partners between you and Arapaho Research’s Client, Arapaho Research’s Affiliate, or Arapaho Research Affiliate’s Client. This may include, but is not limited to, a one-on-one phone call, conference call, in-person meeting, or panel discussion.

AFFILIATE
A party for whom Arapaho may provide research services in a co-branded, ‘private label’ or ‘white label’ capacity. Affiliate also extends to Clients of Arapaho’s Affiliates.

CLIENT
Arapaho’s own Clients for whom Arapaho provides research services.

ADVISOR POLICIES

These Terms and Conditions apply to any parties for whom you consult on Engagements facilitated by Arapaho, including Arapaho’s Clients and Affiliates.

Arapaho provides industry specialists the opportunity to register as Advisors and provide paid consulting services to Arapaho’s Clients and Affiliates. These consulting services may include one-on-one phone consultations, face-to-face meetings, conference calls, or research services, or other telephonic, physical or virtual interactions.

You may only join Arapaho as an Advisor if you are not restricted from doing so by contractual, fiduciary or any other obligations, and if you have obtained any and all necessary approvals, consents and waivers. By becoming an Arapaho Advisor, you represent that you are not restricted from doing so and that you have obtained all necessary approvals, consents and waivers. Your participation is in your personal capacity and not on behalf of any other entity.

To become an Arapaho Advisor, you must complete the appropriate registration through our website by providing accurate and complete information.

You are free to accept or decline any Engagement at your sole discretion. If, however, you accept an Engagement, you shall only accept those Engagements that do not present a conflict of interest, that relate to matters that you are permitted to discuss, under applicable law and any obligations you may have (including contractual, employment, or otherwise) and that relate to topics about which you are knowledgeable.

You are expected to accept or decline an Engagement within two (2) business days of being presented with the Engagement opportunity and you agree to adhere to the schedule you establish with us.

Arapaho makes no representation regarding the frequency, quantity or type of invitations to Engagements you will receive or in which you will be chosen to participate. Unless otherwise agreed in writing by Arapaho, you will only be compensated for the time you spend interacting with Clients or Affiliates on Engagements at your agreed rate and you will not be compensated for preparation time, wait time, time set aside or opportunity costs if an Engagement does not occur. You may not assign or delegate any portion of Engagements to others including, but not limited to any other employees of your firm, or third parties. All interactions must be set up through Arapaho. If a Client or Affiliate contacts you without having arranged an Engagement through Arapaho, and you consult with the Client or Affiliate, you are not eligible for payment from Arapaho, even if the interaction is a follow-up to a recent Engagement that was arranged through Arapaho. Clients are not authorized to expand the scope of an Engagement except to the extent Arapaho has agreed otherwise in writing.

You are never obligated to accept any Engagement. Your participation in any Engagement with any of Arapaho’s Clients or Affiliates is at your sole and absolute discretion. You may refuse to participate or continue to participate in any Engagement at any time.

You must decline or discontinue participation in any Engagement that would result in a violation of applicable law or your obligations to third parties, or that present a conflict of interest. When you register through our website, we ask you to establish an hourly rate. To receive payment, you must inform Arapaho via email within 90 days of the completion of the Engagement. Arapaho will provide Internal Revenue Form 1099 to Advisors as required. As a condition to payment, you agree to properly complete and deliver to us all information that we may reasonably require to comply with applicable tax reporting and withholding obligations.

You shall not at any time be deemed to be an employee of Arapaho or any of its Clients or Affiliates and you shall not be entitled to any benefits provided by either Arapaho or any of its Clients or Affiliates. 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 and Conditions. Nothing in these Terms and Conditions shall create a partnership or joint venture or establish the relationship of principal and agent or any other relationship of similar nature between you, Arapaho or its Clients or Affiliates.

Arapaho expects that you as an Advisor will act with the utmost professionalism, courtesy, and ethics in your dealings with Arapaho, its Clients and Affiliates. Thus, you must not disclose any confidential information, including but not limited to, any material non-public and proprietary information, commercial secrets, and any information covered by any nondisclosure agreement(s) to which you are a party, regardless of its source (i.e., present or previous employment relationships, directorships, consulting engagements, nondisclosure agreement, etc.). You also agree never to disseminate false or misleading information or inaccurately represent your experience, education, employment or knowledge to us or any of our Clients or Affiliates.

You represent that you understand:

you will not provide to anyone, in manner or method, at Arapaho, or any of its Clients or Affiliates, any material, non-public information about any company, whether publicly-traded or privately-held.

you may not and will not discuss any information as to which you are under any duty of confidentiality or trust, including to any current or former employers or anyone else, to keep confidential.

you may not and will not disclose information that you obtained from any person who expects you to keep it confidential or that you believe to be confidential.

you may not participate in and are required to decline any Engagement if participation in that Engagement would violate applicable law or any agreement with — or other obligation to — any person, employer, former employer or any other entity.

you may not disclose any trade secrets or other proprietary information not owned solely by you you may not give investment advice, including but not limited to, 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.

your acceptance of these terms and conditions binds you to these terms.

As an Arapaho Advisor, you further agree that:

you will not participate in any Engagements that are about any company for which you are an employee, director, officer or trustee, or have been an employee, director, office or trustee with the past 180 days.

if you are an officer, director or employee of company that is (a) the subject of a tender offer or (b) making a tender offer for the securities of another entity, you cannot participate in any Engagements until the tender offer is complete. Additionally, if you are a director, officer or other employee of an entity issuing securities in an initial public offering (IPO), you will decline all Engagements until the commencement of such offering;

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 employed by a government (local, state, federal, or foreign), you agree not to participate in any Engagements about any industries or entities regulated by your employer. In addition, you are prohibited from providing and/or receiving anything of value to or from any government official (including any employee or representative of a government-owned entity) in return for an unfair business advantage or other improper benefit to Arapaho or its Clients or Affiliates.

if you are a healthcare professional and participating in any trials you must not discuss patient specific information or trial information not yet publicly available. Data Safety Monitoring Board Members, Scientific Advisory Board members, and trial sponsor employees are not permitted to participate in Engagements.

if you are an attorney or auditor you shall not participate in Engagements that are about any of your current clients or any clients to whom you or your firm owes a duty of confidentiality.

You also agree that you are responsible for compliance with (a) all applicable laws, rules and regulations, and (b) any contractual relationships or fiduciary duties that are binding on you. Without limiting the foregoing, you acknowledge that laws generally prohibit the misappropriation, use, dissemination, and disclosure of confidential information.

You further agree not to provide any investment advice to Clients or Affiliates, including, without limitation, any ratings or securities recommendations. While participating in an Engagement, you must not provide any “professional” advice (e.g., Advisors who happen to be doctors will not be providing medical advice; Advisors who happen to be lawyers will not be providing legal advice). Also, your participation does not create or otherwise establish a doctor-patient or attorney-client type relationship with Arapaho, our Clients or Affiliates. You also represent that you have not been included on the Excluded Parties List System maintained by the GSA or the Specially Designated 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 Arapaho in writing of such an event.

You represent that you have never been (a) convicted of a felony; or (b) the subject of an investigation by a securities regulator or other regulatory authority (state, federal or foreign) or a defendant in any proceeding where fraud or violation of laws or regulations including the taking of a false oath, the making of a false report, perjury or bribery or conspiracy to commit any such offense is alleged.

Furthermore, if you hold a professional license, you represent that you have not been subject to any disciplinary actions with respect to that license by any state, federal, foreign, or professional body in the past 5 years.

Our Clients and Affiliates 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 an Engagement you believe that a Client or Affiliate 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, you are asked to terminate the Engagement and notify us immediately, in writing.

You understand there may be other limitations on your participation depending upon your particular circumstances, you specifically agree and understand that the above are the minimum level of restrictions at any time in connection with an Engagement.

If, in the course of an Engagement, you become concerned with the nature of any inquiry by an Arapaho Client or Affiliate, you must discontinue your participation and notify Arapaho immediately in writing. To encourage you to err on the side of caution during Engagements, you may nonetheless submit a payment request for time allocated for any interaction you discontinue in order to comply with these Terms & Conditions.

Arapaho will not knowingly present you for an Engagement the subject of which is your current employer or any other entity or topic to which you have indicated to Arapaho that you are not permitted to discuss. Furthermore, if you determine at any time that your participation in an Engagement could result in a violation of any of these terms and conditions or may otherwise present a conflict of interest, you must immediately terminate your participation in such Engagement and notify Arapaho in writing. If Arapaho learns that you have disclosed confidential information, we will immediately terminate our relationship with you and withhold payment for such Engagement, and we may also take additional action as we deem appropriate.

You acknowledge and agree that you will participate in each Engagement as a non-agent, independent contractor of Arapaho Research and, as a result, you agree to comply with all applicable tax withholding and/or reporting obligations arising from any payments made by Arapaho to you. Except as expressly agreed in writing, you will not have any right or authority to negotiate any agreement or otherwise incur any obligation on behalf of Arapaho or to make any representation or warranty on behalf of Arapaho or any Arapaho Client or Affiliate. Your status as an Arapaho Advisor does not create an employment, agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between you and Arapaho or any Arapaho Client or Affiliate. Additionally, you agree that you will not make any unauthorized use of Arapaho’s name.

You hereby acknowledge that any Client or Affiliate for whom you perform research Engagements hereunder is an intended third party beneficiary of these Terms and Conditions and has the same rights and expectations as Arapaho with respect to any breach by you of your representations, warranties and covenants hereunder.

INFORMATION USE

You also agree that while you are participating as an Advisor, Arapaho will have the right to utilize and publish, in whole or in part, to parties including but not limited to, Clients and Affiliates, information you provide during and after the registration process in its marketing materials, on its website or elsewhere.

You agree to provide Arapaho with accurate and complete biographical information, including your current job status and prior employment. Arapaho or its Clients or Affiliates 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 constitutes your “Advisor Profile” for which you are solely responsible, and have a duty to present accurately and truthfully. You agree not to accept any Engagement with any Client unless your Profile is accurate, complete and current.

You further agree that, at Arapaho’s request, you will cooperate fully with Arapaho and its Clients and Affiliates in connection with any inquiry or investigation (whether formal or informal), and any defense or prosecution of any claims or actions.

To register as an Advisor, you are required to provide us with certain personal information about yourself. We use the personal information that you provide us to match your expertise to the needs of our Clients, market our services to our Clients, and for other business purposes. We do not sell your information to any third-party marketeers.

You agree that Arapaho can use your personal Information to contact you (by phone, email or otherwise) about Engagement opportunities, and that Arapaho may disclose such personal information to Clients and/or Affiliates. Furthermore, you agree that Arapaho may retain, in a manner consistent with its Privacy Policy, your personal information if you have participated in an Engagement with a Client or Affiliate, and after your participation as an Advisor ends. Additionally, Arapaho reserves the right to use the personal information to contact any applicable third-parties (such as current or former employers, Clients, etc.) to confirm that your participation in such research Engagements is permissible.

Your provided information is stored in a database in the United States and will be accessed by our staff and third parties, such as a technology system administrator, with whom we have contracted. The information may also be held, processed, and transferred inside or outside the European Economic Area.

Arapaho may invite you to participate in an Engagement which may be recorded by audio, or video, by Arapaho, such as, but not limited to a conference call. By participation in such an Engagement you agree that Arapaho 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 Arapaho, in any languages or form, for any commercial or noncommercial purposes. You additionally release Arapaho, 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 and hold harmless Arapaho and its Clients and Affiliates 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.

All materials set forth on Arapaho’s web sites and marketing collateral, regardless of whether they are specifically marked, are protected by copyright and other intellectual property laws. You may not use such materials without the express written permission of Arapaho Research Partners.

AGREEMENT DETAILS

You agree that under no circumstances will Arapaho be liable to you or to any other party for an indirect, incidental, consequential, exemplary or punitive damage arising from or related to your services and other conduct as an Advisor, or your interactions otherwise with Arapaho or its Clients or Affiliates. Arapaho shall not be liable for any claims against you by third parties. In no event shall the maximum cumulative liability of Arapaho arising from or related to any conduct in connection with these Terms and Conditions exceed the fees paid by Arapaho to you hereunder for the relevant Engagement in the month such liability is alleged to have arisen.

You agree to indemnify and hold harmless, and at Arapaho’s request defend, Arapaho and its Clients and Affiliates, successors and assigns (and their officers, directors, employees, sublicensees, customers and agents) from and against any and all claims, losses, liabilities, damages, settlements, expenses and costs (including, without limitation, attorneys’ fees and court costs) which arise out of or relate to (a) your willful misconduct or gross negligence in your performance of consulting services hereunder or (b) your breach of these Terms and Conditions.

We may modify these terms and conditions from time to time by posting the modification(s) on our websites. Unless otherwise specified by us when posted, all modifications will be effective upon posting. If you do not agree to any modification(s), your sole recourse will be to terminate your participation as an Advisor by informing us in writing. If you continue to participate as an Advisor after any modification becomes effective, then your participation will constitute acceptance of such modification. We reserve the right to terminate your participation as an Advisor at our sole discretion.

Any controversy or claim arising out of or relating to the interpretation and performance of this Agreement shall be solely and finally settled by binding arbitration under the rules of the American Arbitration Association, and judgment on the award rendered in the arbitration may be entered in any court having jurisdiction thereof. The arbitrator shall be authorized to apportion fees and expenses (including counsel fees and expenses), as the arbitrator shall deem appropriate. The parties agree that any post-arbitration action seeking to enforce an arbitration award or action seeking equitable or injunctive relief shall be brought exclusively in the courts of the State of New York or the United States District Court for the Southern District of New York. Acceptance of the terms and conditions of this Agreement constitutes consent by both parties to sue and be sued in such courts and to accept service of process outside of the State of New York with the same force and effect as if such service had been made within the State of New York.

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.

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.

You have the right to withdraw from this agreement at any time by providing written notice to Arapaho, and Arapaho has the unlimited right to terminate or limit your Advisor status at any time and for any reason.

By signing these Terms & Conditions, you acknowledge that you are making express representations to Arapaho and its Clients and Affiliates, and that you will abide by all of your obligations and responsibilities as set forth in these Terms & Conditions.

This constitutes the entire Agreement between Arapaho Research Partners and Advisors.