Please review the following Terms & Conditions and sign your initials at the bottom of this page to indicate your acceptance of these terms.
Foglamp Terms & Conditions
Introduction. Foglamp provides consultants and professionals worldwide the opportunity to register as an Expert Network Member and provide paid consulting services to Foglamp clients (“Clients”). These consulting services with Clients may include one-on-one phone consultations, face-to-face meetings, conference calls, or research services on behalf of Clients (a “Project”).
Participation in the Expert Network. You may participate in the Expert Network only if you are not restricted from doing so by contractual, fiduciary or other obligations, and if you have obtained any necessary approvals. By joining the Expert Network, you are representing that you are not restricted from doing so and that you have obtained all necessary approvals. Your participation in the Expert Network is in your personal capacity and not on behalf of any other entity.
Becoming an Expert Network Member. To become an Expert Network Member, you must complete our registration form by providing accurate and complete information.
As an Expert Network Member. You are free to accept or decline any Project in your sole discretion, provided, however, that you may accept only those Projects (a) that do not present a conflict of interest; (b) 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 (c) that relate to topics about which you are knowledgeable.
You are expected to accept or decline a Project within three (3) business days and to adhere to the schedule you establish with us. Of course, you are never obligated to accept any Project.
Payment for Projects. Each Expert Network Member is paid based on the fee structure in the Project request to the Expert, or as agreed in writing between Foglamp and the Member. You can expect to receive payment within 15 business days of receipt by Foglamp of a properly submitted project material.
Unless you have received prior written authorization from Foglamp, you will not be compensated for any research in preparation of or in follow-up to a Project. Clients cannot authorize such additional work. In addition, Foglamp will compensate you only for Projects with Clients that are either arranged by Foglamp or pre-approved in writing by Foglamp.
For U.S. taxpaying Members, Foglamp will provide Internal Revenue Form 1099 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.
Expert Network Member Conduct. As a guiding principle, Foglamp expects that Expert Network Members will act with the utmost professionalism and courtesy in their dealings with Clients. Therefore, as an Expert Network Member, you must not disclose any confidential information, including, for example, 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.).
As a member of Foglamp’s Expert Network, you also agree to the following:
You will not participate in any Projects that are about any company for which you are an employee, director, officer or trustee.
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 Projects until the tender offer is complete.
If you are employed by a government (local, state, federal, or foreign), you agree not to participate in any Projects about any industries or entities regulated by your employer. In addition, as an Expert Network Member 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 Foglamp or its Clients.
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 Projects about ongoing trials or unpublished information.
If you are an attorney or auditor you shall not participate on Projects that are about current clients or any clients to whom you or your firm owes a duty of confidentiality.
Foglamp will not knowingly recommend you for a Project the subject of which is your current employer or any other entity or topic to which you have indicated to Foglamp that you are not permitted to discuss. Furthermore, if you determine at any time that your participation in a Project 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 Project and notify Foglamp. If Foglamp learns that you have disclosed confidential information, we will immediately terminate our relationship with you and withhold payment for such consultation, and we may also take such other action as we deem appropriate.
As an Expert Network Member, 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, including, without limitation, any ratings or securities recommendations. While participating in a Project, you must not provide any “professional” advice (e.g., legal, medical, or accounting advice).
Foglamp Proprietary Information. For purposes hereof, “Proprietary Information” means all information pertaining to Foglamp, its business, and Clients, including the names of such clients, employee names and Projects for such clients.
Proprietary Information shall not include information which (a) is or becomes publicly known without violation of this Agreement; (b) you show, through written records, was rightfully known by you without violation of any restriction; or (c) you are legally obligated to disclose, provided, however, that prior to any such obligated disclosure, you shall give us reasonable advance notice of such disclosure and shall cooperate with us in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Proprietary Information.
You shall hold all Proprietary Information in strict confidence and shall not disclose any Proprietary Information to any third party. You shall not use any Proprietary Information for your own benefit or that of any third party. The obligations of this Section with respect to Proprietary Information shall survive any termination or expiration of this Agreement.
Relationship of Parties. You acknowledge and agree that you will participate in each Project as an independent contractor of Foglamp and, as a result, you agree to comply with all applicable tax withholding and/or reporting obligations arising from any payments made by Foglamp 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 Foglamp or to make any representation or warranty on behalf of Foglamp or any Client. Your status as an Expert Network Member does not create an employment, agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between you and Foglamp or any Client. Additionally, you agree that you will not make any unauthorized use of Foglamp’s or Global Integrity’s name.
You hereby acknowledge that any Client for whom you perform Projects hereunder is an intended third party beneficiary of these Terms and Conditions and has the same rights and expectations as Foglamp with respect to any breach by you of your representations, warranties and covenants hereunder.
You also agree that while you are participating as an Expert Network Member Foglamp will have the right to utilize and publish, in whole or in part, information you provide during and after the registration process in its marketing materials, whether contained on its website or elsewhere.
You further agree that, at Foglamp’s request, you will cooperate fully with Foglamp 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. To register in our Expert Network, you are required to provide us with certain personal information about yourself (“Personal Information”). 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 will not sell your information to a third-party marketer.
Information provided by our Expert Network Members is stored in a database in the United States and will be accessed by our staff and third parties with whom we have contracted. The information may also be held, processed, and transferred elsewhere outside the United States.
Non-Solicitation. You acknowledge that Foglamp’s Clients are its valuable business assets. Written approval from Foglamp is required before you offer employment or an engagement for the services of, or otherwise hire, engage the services of, solicit from or propose any consulting relationship to any client of Foglamp’s to whom we have introduced you during the term of this Agreement, and for a period of one year following the most recent Project with that Client.
Copyright. All materials set forth on Foglamp’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 Foglamp.
Responsibility of Expert Network Member to Foglamp. You agree to indemnify and hold harmless, and at Foglamp’s request defend, Foglamp and its affiliates, successors and assigns (and its 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.
Miscellaneous. We may modify these terms and conditions from time to time by posting the modification(s) on our website, www.foglamp.com. Unless otherwise specified by us when posted, all modifications will be effective upon posting. If you do not agree to any modification(s), your only recourse will be to terminate your participation as an Expert Network Member. If you continue to participate as an Expert Network Member after any modification becomes effective, then your participation will constitute acceptance of such modification. Foglamp reserves the right to terminate in its sole discretion any person’s participation as an Expert Network Member.
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 United Nations Commission on International Trade Law (UNCITRAL), and judgment on the award rendered in the arbitration may be entered in any court having jurisdiction thereof. Any such arbitration shall be in New York City, London or Hong Kong at the sole discretion of Foglamp. The arbitrator shall be authorized to apportion fees and expenses (including counsel fees and expenses), as the arbitrator shall deem appropriate.
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.
Entire Agreement. This constitutes the entire Agreement between Foglamp and Expert Network Members.