GLG Usage Policies
Gerson Lehrman Group (“Gerson Lehrman Group” or “GLG”) offers clients access to subject matter experts (such services, the “Services”) through its network of industry professionals, consultants and other individuals (“Network Members” formerly known as Council Members) who are industry consultants to its clients. GLG delivers the Services referenced on a Schedule(s) to the entity or groups specified on such Schedule(s) according to the terms and conditions listed below and on such Schedule(s). Any Services provided to you by GLG hereunder (at GLG’s sole discretion) in the absence of a Schedule shall be for your sole use under the terms and conditions listed below, unless otherwise mutually agreed. These Usage Policies, together with any Schedule(s) for Services hereunder, if any, is referred to herein as the “Agreement”. “Schedule” refers to your commercial arrangement with GLG (i.e., a Schedule, SOW, Statement of Work, or similar written agreement) executed from time to time, which includes pricing for Services thereunder and references this Agreement. GLG arranges Projects (as defined below) with Network Members who are instructed to provide education and insights based on their experience and non-confidential information. Network Members are also instructed not to reveal, and you shall not knowingly seek out from them, any material nonpublic information or confidential information concerning any company or entity with which they have or have had a consulting, advisory, employment or other relationship. You understand that a Network Member’s capacity to consult may be limited by other research collaborations or obligations they may have to entities or institutions with which they are affiliated or employed. To the extent you know about any such limitations or obligations, you agree to respect them in your interactions with Network Members. You confirm that you shall not knowingly or recklessly use the Services to access Network Members who are employed by a company reasonably considered a direct competitor of yours or, if applicable, one of your business units, actively managed portfolio companies, affiliates or subsidiaries or the client you are acting on behalf of and will decline any discussion with any such Network Member. You agree that you will not at any time use Services in violation of law or in violation of your obligations to third parties.
You agree not to speak with Network Members to market your products or services (or products or services of your business units, actively managed portfolio companies, affiliates or subsidiaries, or the client you are acting on behalf of; collectively, “your products”) to them, or in any manner to encourage or influence Network Members to use, purchase, prescribe, arrange for the purchase or use, refrain from the use or purchase, recommend to others the purchase, prescription or use or the refraining from the purchase, prescription or use of, any particular products or services. You further understand and agree that you cannot select particular Network Members as a means to compensate them for their past or future use of your products. You hereby represent and warrant to GLG that in the event you choose to speak with Network Members who use your products, you are speaking with them in order to benefit from the insight or scientific expertise of such Network Members, and not for any of the purposes prohibited in this Agreement. You further agree to defend and hold GLG harmless and free of all liability and costs of defense (including reasonable attorneys fees) that result from any breach of your obligations under this Agreement except to the extent that any such liability results directly from the recklessness or willful misconduct of GLG.
You understand that Network Members are not permitted to provide advice or recommendations on stocks or other investments. Network Members who are lawyers have no attorney-client relationship with you, and Network Members that you consult with do not represent you. Network Members who are lawyers may provide general legal information, but they cannot provide legal advice. For example, you may not ask Network Members who are lawyers for their advice on what you should do in your particular situation. If you desire legal advice, you should engage legal counsel. You expressly waive any objection to a Network Member who is a lawyer representing, either now or in the future, any third party whose interests may be materially adverse to you, to the extent that your objection is based upon such Network Members participation in a Project for you. If you have any questions regarding the foregoing, you may wish to consult legal counsel before contacting the Network Member. Similarly, Network Members who are doctors are not permitted to provide medical advice and Network Members who are accountants are not engaged by you and have no fiduciary duties to you.
These policies are intended to enable the Network Members to satisfy themselves that all consultations will be considered the provision of education and/or insight rather than professional, legal or investment advice, and that you agree not to hold Network Members responsible for the accuracy or completeness of the information they provide you. You understand that each Network Member who works on a Project for you is an intended beneficiary of these usage policies and the covenants and agreements made by you in this Agreement.
RESPONSIBILITIES OF NETWORK MEMBERS
Network Members are independent contractors who have agreed to comply with the Terms and Conditions of Network Membership in substantially the form available from time to time at http://www.glgroup.com/TandC.aspx (the “Terms and Conditions”). Network Members each agree, among other things, to treat your inquiries and the information you may provide them as confidential until such information becomes known to the public generally without fault of the Network Member and except to the extent that disclosure may be required by law or legal process. Network Members also assign, transfer and convey ownership to you for any content created specifically for your Projects, and agree to act in accordance with applicable laws and agreements or obligations that they may have. The Terms and Conditions expressly provide that GLG clients are intended third party beneficiaries to the Terms and Conditions.
Network Members are required to decline to participate in a GLG “Project” (i.e., a survey, call, seminar or other event, consulting arrangement, publication, or other written materials) if the Network Member is an employee of a company being examined in that Project or if the Network Member’s participation in the Project presents a conflict of interest. In addition, a Network Member must not participate or continue in a Project if doing so would breach any agreement they may have with or other obligation to any institution, employer, person, or other entity.
You acknowledge and agree as an express condition of your participation in the Services that no Network Member shall have, and you agree to release each from, any liability resulting from any Project or interaction with you, and you further agree to defend and hold Network Members harmless and free of all liability that results from any breach of your obligations under this Agreement except to the extent that any such liability results directly from such Network Member’s recklessness, willful misconduct, or breach of the Terms and Conditions.
RESPONSIBILITIES OF GLG
GLG agrees to maintain the confidentiality of all confidential information supplied to GLG by you or observed by GLG or its employees regarding your inquiries with Network Members until such information becomes known to the public generally except to the extent that disclosure may be required by law, regulation or legal process. Your information will be held by GLG in the United States and may be transferred between and among the GLG companies around the world, each of which companies is also bound by this Agreement. GLG agrees not to use any such information or materials except as contemplated by this Agreement for the purposes of providing Services to you (including using your Project description, but not your identity, to recruit Network Members, and to enroll new Network Members, for your Projects) and not to take any other action inconsistent with the confidential nature of such information and materials. Your confidential information excludes any information GLG gathers as part of its efforts to profile Network Members and any anonymized and aggregated information about Services provided to its clients, which GLG owns and may use for purposes unrelated to Services provided in this Agreement. In the event that GLG becomes aware of or reasonably believes that an employee acted in violation of these policies in any material respect, GLG shall promptly notify you and will cooperate as reasonably requested by you to curtail such violation.
GLG agrees that any custom surveys or custom reports produced by GLG at your request and direction in connection with a Project are created for you as “work made for hire” pursuant to US Copyright law, and in the alternative, are assigned, transferred, and conveyed to you including but not limited to all intellectual property rights associated therewith except as set forth in this Agreement.
GLG requires Network Members to provide biographical information upon application to join GLG’s network and requests updates regularly. Network Members are required in the Terms and Conditions to provide updates to their biographical information before a subsequent Project, but GLG relies on Network Members to provide accurate biographical or other descriptive information about themselves, and is not responsible for the content of Projects or the quality of Network Member services. You acknowledge and agree that Network Members are not employees, personnel, agents, or representatives of GLG but are independent contractors delivering services to you hereunder pursuant to the Terms and Conditions. Accordingly, GLG cannot ensure that the information provided by Network Members is correct or complete, and shall have no liability whatsoever arising from the actions or omissions of Network Members including, but not limited to claims by third parties relating to the actions or omissions of Network Members, the sole exception being that GLG may be liable to you to the extent of its recklessness or willful misconduct in carrying out its responsibilities as set forth in the Responsibilities of GLG section of this Agreement.
LIMITATIONS ON USE
You agree to keep GLG’s information that is marked “confidential” or “proprietary” (or that a reasonable person would deem as such), as well as Network Member profile and information and the participation of specific Network Members or other experts (together, the “Network Member Information”) confidential until such information becomes known to the public generally (through no fault of yours or anyone acting at your direction) and except to the extent that disclosure may be required by law, regulation or legal process. You agree to process Network Member Information only for the purpose of using the Services in accordance with the terms of this Agreement, and for no other purpose, except as mutually agreed upon by you and GLG in advance. You further agree to process any personal information GLG provides to you in accordance with: (i) applicable privacy and data protection laws; and (ii) any restrictions imposed by GLG, in writing and in advance, with respect to the processing of such personal information. You also agree not to knowingly process personal information received from GLG in a manner that is likely to place GLG in breach of its obligations under applicable privacy or data protection laws. You shall not share with, forward to, or otherwise allow any third party access to Network Member Information or data that you receive from GLG, nor share any such information with your user teams other than the user team requesting the Project (and your compliance team for compliance review purposes, and your finance/operations team for invoicing/payment purposes), and you will not retain or use Network Member Information in any way inconsistent with the authorized purposes set forth in this Agreement, except to the extent expressly permitted by GLG. You further agree that you shall not (i) reverse engineer Network Member Information, data, GLG’s systems or any other confidential or proprietary information of GLG for any purpose whatsoever; or (ii) support, authorize, or use software, devices, scripts, robots, or any other means or processes (including crawlers, browser plugins and add-ons, or any other technology) to scrape Network Member Information from GLG emails, reports, or systems. You agree to purge all Network Member Information upon termination of your relationship with GLG; provided, however, that you may retain copies of such information for archival purposes only, subject to your confidentiality and restricted use obligations hereunder.
You agree that your use of Services will be limited on a per Schedule basis to the entity or group(s) that are identified as users on the Schedule referencing such Services, and may not be used by affiliates, portfolio companies, or other individuals or groups within your company or any third party, unless mutually agreed upon. Without limiting the foregoing, you shall remain responsible for compliance with the terms of this Agreement by any user of Services under your account, and for fees incurred by such users’ use of Services in accordance with the written terms of the relevant Schedule. You may use and apply in your business the opinions and insights you obtain during Projects, but you may not identify or quote Network Members or attribute insights or opinions to Network Members or GLG without the prior written consent of GLG. You may use Services only in strict accordance with this Agreement, and you agree that you will not use Services to compete directly or indirectly with GLG or any of its Services. You agree that any written or online materials/deliverables provided to you in connection with a Project or the Services are for your own use and you may not redistribute, disseminate, publish, or display such material/deliverable, in whole or in part, to any third parties without the prior written permission of GLG, except to your regulators and professional advisors on an as needed basis. If you wish to produce materials/deliverables for redistribution, in whole or in part, in a manner not permitted by this paragraph, you shall notify GLG in advance of launch of the applicable Project of the contemplated use, which will be subject to GLG’s approval. To the extent that GLG approves of redistribution, you agree to be directly responsible for any taxes that may be due and payable related to such Project and for any recipient’s compliance with the applicable terms of this Agreement, and will defend and hold GLG harmless and free of all liability and costs of defense (including reasonable attorneys’ fees) that result from such redistribution.
GLG understands that you have many relationships in place, however, for Network Members you first encounter through the GLG, you specifically agree not to knowingly employ or engage them, directly or indirectly, as a director or advisory board member or for consulting of a similar nature to that available through GLG, including in-person visits, surveys, telephone calls or any other interaction, and not to purchase or license any content from them, without the involvement of or prior written permission from GLG for a period of one year from the most recent Project with or introduction to such Network Member or through the end of your commercial relationship with GLG, whichever is later. For purposes of this paragraph, “introduction” to a Network Member shall mean the identification of such Network Member to you for a Project or by virtue of your access to the Services. You agree not to access Network Members for calls except through GLG’s communication systems, and not to compensate any Network Member for work on your Projects except through GLG. You agree that nothing in this Agreement shall prevent GLG from supplying Services to other parties or you from using preexisting relationships or relationships developed independently of your relationship with GLG.
LIMITATION OF DAMAGES; LIMITATION OF LIABILITY
In no event shall either party be liable to the other party, or to any third party, for any lost profits, incidental, consequential, punitive, special, or indirect damages arising out of or in connection with the Services or this Agreement, even if advised as to the possibility of such damages, regardless of whether the claim for such damages is based in contract, tort, strict liability or otherwise. Notwithstanding the foregoing, GLG shall be entitled to recover for specific business opportunities lost as a result of your knowing or reckless breach of your obligations under the Limitations on Use section of this Agreement.
Except with respect to breaches of obligations hereunder regarding confidentiality, limitations on use, and indemnification, in no event shall either party’s liability hereunder exceed the fees paid or payable under the Schedule under which the claim arose.
The Agreement shall be governed by and construed in accordance with the laws of the State of New York. Violation by you of GLG policies as set forth herein may, without limitation, result in immediate termination of your research subscription with the GLG. The release, indemnification and confidentiality provisions, along with the Limitations on Use, Limitation of Damages and Miscellaneous sections, and your obligation to pay outstanding fees under a Schedule shall survive any termination or expiration of this Agreement. Neither party shall be responsible for any cessation or delay in the performance of its obligations due to causes beyond its reasonable control including, but not limited to, fire, accident, labor difficulty, strike, riot, war, civil commotion, act of God, equipment or system failure or changes in any federal, state or local laws, statutes, rules, regulations or ordinances. A party whose performance has been halted or delayed by any such uncontrollable event shall use its reasonable efforts to overcome or correct the uncontrollable event and to resume performance. There are no implied rights or remedies, statutory or otherwise, not specifically set forth in this Agreement and the Schedules thereto. There are no third party beneficiaries to this Agreement except as expressly set forth herein. This Agreement contains the whole and entire agreement between the parties with respect to all previous understandings and agreements, oral or written, between the parties relating to the provision of Services, and replaces and supersedes any such previous understandings and agreements prior to the effective date of this Agreement. This Agreement may not be modified except in writing acknowledged by the party against whom such modification is sought to be enforced.
Unless otherwise stated in your Schedule for Services, the fees to be paid pursuant to such Schedule do not include any amount of sales, use, excise, gross receipts or other transaction or revenue based taxes applicable to the sale, use or delivery of the Services, and you shall be responsible for the payment of any such tax applicable to the Services, without regard to whether GLG has separately stated, collected, and/or remitted any applicable tax.
Any dispute, controversy or claim, whether in tort, contract or otherwise, that arises from or relates to these Usage Policies, including whether the claims asserted are arbitrable, shall be exclusively and finally determined by a single-arbiter arbitration held in New York City under the rules of JAMS in effect from time to time. The claims shall be governed by laws of the State of New York, without regard to New York’s conflict of law rules, and the enforceability of this arbitration agreement shall be governed by the Federal Arbitration Act. The language to be used in the arbitral proceeding will be English. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Arbitrations arising from the same or related claims may be consolidated in one arbitral proceeding.