KNOWLEDGE RIDGE | TERMS & CONDITIONS

The following terms and conditions constitute a legally binding contract between you (Expert) and Knowledge Ridge (KR). You accept that these terms and conditions govern your relationship with KR and its clients, and that these terms and conditions supersede any prior terms and conditions between you and KR.

Introduction
KR offers business executives and professionals the opportunity to enroll as industry domain experts (“Experts”) and provide consultations to KR and its Clients. ("Clients," may include, but not limited to, professional services firms, investment management firms, and corporations). These consultations may include, but are not limited to, phone interviews, in-person meetings, workshops, field visits, group/panel discussions, surveys, or other mutually agreed-upon consulting engagements.

Participation
Experts can participate in KR’s clients’ consulting engagements if Experts are not restricted by any contractual, fiduciary, or other obligations. By agreeing to our terms and conditions and joining KR’s global network of experts, you represent that you are not restricted from participating in KR’s clients’ consultations and have obtained all the relevant obligatory approvals. All such consultations will be carried out in your personal capacity and not on behalf of any other entity, unless there is a written agreement between such entity and KR.

Expert Discretion
Experts are provided the liberty to accept or decline any offer to provide consultation services, provided, however, that you may accept only those consultation engagements that
(a) do not present a conflict of interest, breach of agreement and/or violation of duty or obligation;
(b) are associated with matters that you are permitted to discuss under applicable law and subject to any obligations you may have (including contractual, employment, or otherwise) and
(c) that are concerned with those matters about which you are knowledgeable

Payment
Once a consulting engagement is confirmed with you, please provide your payment preference(s) and details to your point of contact at KR. Experts are not compensated for time expended in preparation of, or in follow-up to consulting engagements, unless prior written approval for the same is provided by KR. Such work cannot be authorized by KR’s clients. You will be compensated for those consultations that are arranged and/ or pre-approved by KR. You agree to deliver information required to comply with tax reporting and withholding obligations (as applicable).
Payments are systematically collated monthly and processed by the 15th of the following month. For example: For all KR consulting engagements that you participate in during the month of January, payment will be calculated and processed by 15th of February.

Compliance
Observance to compliance lies at the heart of KR’s interaction and engagement with all its stakeholders. In this regard, Experts are expected to conduct themselves in a professional and courteous manner with KR and its clients.
Experts must not disclose any information that is confidential, proprietary, material non-public, or covered by any nondisclosure agreement to which you are a party.
Elaborating on KR’s compliance norms, as an Expert you also agree to the following:
(a) You will not participate in any consultations that relate to your current employer
(b) If you are employed or contracted as an officer, director, employee, trustee, or board member of a company that is the subject of a tender offer or is in the process of submitting a tender offer for the securities on another entity, you cannot participate in such consultations until the tender offer process is exhaustively completed
(c) If you are employed by a government (local, state, federal, or foreign), and your employer prohibits its employees from participating in outside consulting projects, you agree not to participate in any consultations on any industries or entities regulated by your employer
(d) If you are a healthcare professional, you agree not to disclose any patient-related information or trial information that is either not yet available in the public domain or is prohibited to be disclosed under applicable laws and/or regulations
(e) If you are an attorney, you agree not to consult about any clients you currently represent or to disclose any information or opinions that would breach any legal or ethical duty you or your firm owes to past or present clients
(f) If you are currently an auditor or formerly an auditor, you agree not to consult about entities that you currently audit or have audited within the last three years
(g) You agree not to provide consultations for a KR Client that is a direct competitor of a company for which you are employed or contracted as an officer, director, employee, trustee, or board member (or for which you hold a similar position)
(h) If you were previously employed in a public company, you will not consult about the concerned public company until four months after termination of your employment
(i) If a company, for which you are an employee, director, trustee, officer or board member (or for which you hold a similar position) has filed to issue an IPO, you must decline all projects, until the IPO is issued
(j) You further agree not to provide any investment and/or financial advice to KR or its Clients, including, without limitation, any ratings or securities recommendations
(k) You represent that you have not been convicted of or charged with any felony

KR will not knowingly recommend to you any consulting engagement which may represent a conflict of interest. Furthermore, if you ascertain at any time that your involvement in any consultation could result in a violation of any of the above terms & conditions or may otherwise present a conflict of interest, you must immediately cease your participation in such consultations and notify your point of contact at KR.
You also agree that you will provide KR with accurate personal Information (both current and historical, as relevant & necessary) with respect to your education, work experience, employment history, and any contractual or other obligations you may be subject to. You agree that you will not provide any false or misleading information of any kind to KR, its Clients, or during consultations. In certain cases, a Client may require you to make additional representations, acknowledgements or agreements in connection with a project and you understand and acknowledge that the Client may rely on such additional representations, acknowledgements, and agreements and administer your compliance with such conditions.
By agreeing to onboard as an Expert, you represent and warrant to us that you adhere to each of the conditions, agreements, acknowledgements, representations, covenants, warranties, and other obligations included in these terms and conditions.

Proprietary Information
For purposes hereof, “Proprietary Information” includes all nonpublic information, in any form or medium, written, oral or otherwise, pertaining to KR, its business or its Clients, including but not limited to, the names of any Clients and Clients’ employees, the subject-matter of the consultation, or Experts’ participation in consulting engagements for such Clients.

Proprietary Information shall not include any information that is:
(a) already in the possession of receiving party;
(b) independently developed by the receiving party;
(c) publicly disclosed by the disclosing party;
(d) rightfully received by the receiving party from a third party;
(e) approved for release by the disclosing party;
(f) available by the inspection of products marketed or offered for sale by either party hereto or others in the ordinary course of business; or
(g) disclosed pursuant to the requirement or request of a governmental agency or third party to the extent such disclosure is required by operation of law, regulation or court order.

You shall consider all Proprietary Information as confidential and shall not disclose any Proprietary Information to any third party. The obligations of this section with respect to Proprietary Information shall survive any termination or expiration of this Agreement.

Relationship
You understand and are agreed to the fact that all such consultations or services shall be performed in the role of an independent contractor and consultant. Your status as a KR Expert does not createan employment, agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between you and KR or any Client.
You acknowledge that any KR Client to whom you provide consultations hereunder is an intended third-party beneficiary of these Terms and Conditions and hence, has the same rights and expectations as KR with respect to any breach by you of your representations, warranties and covenants hereunder.
Furthermore, you will not have any right or authority to negotiate any agreement or otherwise incur any obligation on behalf of KR or to make any representation or warranty on behalf of KR or any Client, unless expressly agreed to in writing. In additional, you agree that you will not make any unauthorized use of KR’s name.
KR or its Clients may record and/or transcribe your consultation with them. In addition, your participation in consulting engagements may be monitored by KR and/or its Clients. Your KR point of contact will apprise you of such scenarios in advance. You will not be responsible or liable for any decisions that are taken based on the consultation that you provide to our client.
You also agree that, at KR’s request, you will cooperate fully with KR and its affiliates in connection with any inquiry or investigation (whether formal or informal), and any defense or prosecution of any claims or actions.

Use of Information Provided by You
Before participating in a KR consultation project, you are required to sign up as a KR Expert. For this, KR will require certain Personal Information about yourself that will be used by KR to match your expertise with KR Clients’ requirement.
You agree that KR can use your Personal Information to connect with you (by phone, email or otherwise) for relevant consulting opportunities. In addition, KR reserves the right to use your Personal Information to conduct certain background checks (confirming employment, academic information, etc.) that may include the aid of third parties.
Your Personal Information will be kept secure and confidential and not be disclosed to any person outside the KR group of companies (being KR or any of its Affiliates), unless required by law. For the purpose of this clause, “Affiliate” shall mean any entity which from time to time is directly or indirectly controlled by KR, any entity which from time to time is directly or indirectly controlling KR, and any entity which, directly or indirectly, is under common control with KR, and “Control” shall mean in relation to a body corporate, the power of a person to secure that the affairs of the body corporate are conducted in accordance with the wishes of that person: (i) by means of the holding of shares, or the possession of voting power, in or relation to that or any other body corporate; or (ii) as a result of any powers conferred by articles of association or any other document regulating that or any other body corporate, and “Controlled” and “Controlling” shall be construed accordingly.
Personal Information will be processed by KR to administer this agreement with you, to facilitate communication between parties to the agreement, and to compensate you for services rendered. KR will never sell or share your personal data with third parties for their marketing or solicitation purposes. Furthermore, we do not use IP addresses or web page request information to try and identify you (nor do we disclose that information to third parties for them to use for their own purposes). KR and trusted third parties utilize personal data only for the purposes for which it was obtained. We use physical and technological security measures to ensure that your information, both online and offline, is protected from unauthorized access and against illegal manipulation and processing, accidental loss and damage. We will preserve your information for a reasonable period or as required by law.

Non-Solicitation
For a period of six months from the completion of any consultation project with a KR Client to whom you have been introduced by us, you will not sidestep KR by knowingly soliciting, negotiating with, or entering into any agreement or other arrangement (whether written or oral) with such Client pursuant to which you would be engaged by such Client to provide services without our prior written consent.

Copyright
All materials set forth on KR's web sites, regardless of whether they are specifically marked, are protected by copyright and other intellectual property laws. You may not use such materials, in any way other than for your personal use in connection with your services to Clients, without the express written permission of KR.
In addition to any other obligations you may have by law, contract or otherwise, if you, as part of your participation in consulting engagements through KR, generate, author or contribute to any copyrightable work or product, you acknowledge that such works or products are the property of KR.

Opting Out
You may elect to opt-out of membership in the KR network at any time by providing your KR point of contact with notice, either in written or electronic form. Upon receipt of such notice, we will terminate our process of contacting you for potential consulting opportunities.
Opting out shall not relieve either party of its obligations under these terms and conditions (intended to survive termination) as outlined in this document.
You also agree that, for a period of one year after the termination of your relationship with us for any reason whatsoever, you will not, directly or indirectly, solicit for employment, employ or hire any employee of KR or of any clients to whom you have been first introduced by us.

Updates to Terms & Conditions
KR may update its terms & conditions from time to time. You will be notified of changes to our terms and conditions in a timely manner along with a request to accept the new terms and conditions.

Indemnification
You agree to indemnify and hold harmless KR and its affiliates, and their respective officers, directors, employees, members, managing members, managers, agents, representatives, successors and assigns from any and all actions, causes of action, claims, charges, demands, cost, expenses and damages (including attorneys’ fees and expenses) and liabilities of any kind whatsoever directly or indirectly resulting from, arising out of or in connection with your breach or violation of any and all provisions of these Terms & Conditions.

Expert will defend, indemnify and hold harmless KR, its customers and their officers, agents, employees, successors, assignees and licensees from and against any and all claims, damages, liabilities, costs and expenses, including reasonable attorneys’ fees, arising out of:
(a) any breach by Expert of any representation, warranty or agreement made by Expert; and
(b) any acts of gross negligence or willful misconduct committed by Expert in connection with Expert’s services hereunder.

Expert agrees to indemnify, defend and hold harmless the Company and its customers from any and all losses, liabilities, damages and expenses, including reasonable attorneys’ fees and litigation costs, arising from or related to any claim brought against the Company or its customers by a third party arising from or relating to the breach by Expert of any of Expert’s obligations hereunder.

Limitation of Liabilities
In no event shall KR be liable to Expert or any third party for any damages resulting from or relating to Expert’s provision of services under this Agreement or the business operation of the Company including, without limitation, for any incidental, consequential, punitive or special damages.

Miscellaneous
Any dispute, 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 Indian Council of Arbitration, 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.

Entire Agreement
This constitutes the entire Agreement between KR and KR Experts.