These terms govern the use of the services of expertpowerhouse GmbH. This comprised the provision of expert calls or consulting engagements by an expert/consultant (the "Expert") for a client company (the "Client") on behalf of expertpowerhouse GmbH ("EPH"), having its registered office in Düsseldorf. These terms are to be seen in addition to our Privacy policy/Datenschutzerklärung.

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EPH is fully committed to keeping confidential all information about, generated throughout or retrieved during the course of the call/project and potential follow-up discussions. The Expert and the Client are required to agree with the Terms & Conditions of expertpowerhouse GmbH.

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This in particular will require that the Expert must not disclose:

• the identity of the Client (e.g., the Expert must not list the Client on his resume or website);
• information about the Project;
• information about any actual or potential business, investment or trading decisions, or transactions of the Client; or
• any other nonpublic or proprietary information of EPH or the Client (collectively, “Restricted Information”).

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During the course of the engagement the Expert shall act in good faith and in accordance with all applicable laws and regulations at all times. The Expert's work must be his own creation and shall retain any necessary permissions or licenses, and shall not infringe any third-party rights;

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With the exception of the fees specified, no further charges or other compensation shall be payable for the complete transfer of the rights. The Expert grants EPH and the Client a perpetual, world-wide, royalty-free, and transferable license to use all content developed in the course of the call/project. Furthermore, (should this be applicable) the Expert is obliged, at any time during the call/project or follow-up, to destroy or return to the Client at the request of EPH or the Client all materials in his possession that contain Confidential Information.

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The Expert confirms that he is not prohibited or limited in any way from participating in the call/project or the consulting engagement by any contract (e.g., employment, consulting, confidentiality, or non-disclosure agreements), his current employer’s policies or codes of conduct if employed, or any similar policies or obligations that limit his conduct in any way.

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Detailed TERMS & CONDITIONS

1. Policies for an engagement with expertpowerhouse

The Expert confirms that he is not prohibited or limited in any way from participating in a call or project engagement by any contract (e.g., employment, consulting, confidentiality, or non-disclosure agreements), his current employer’s policies or codes of conduct if employed, or any similar policies or obligations that limit his conduct in any way. Further, to the extent the Expert's ability to consult is limited in any way, he confirms that he has obtained all necessary consents or waivers (e.g., the consent of the Expert's employer, any company or organization for which he has consulted, or any affiliated academic or government organization) to participate in the engagement. It is the Experts responsibility to determine whether he is permitted to start the engagement.

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The Expert acknowledges in particular and agrees to the following: (a) he is a non-agent independent contractor of EPH; (b) he has no authority to act on behalf of EPH; (c) he is not eligible for any EPH or Client employment benefits based on his participation in the call/project; (d) he shall not identify the Client or EPH as his employer; (e) he is joining the call/project in his individual capacity and not as a representative or on behalf of any other company or organization (such as past or present employers), except as otherwise agreed in writing between such organization and EPH

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2. Participation in an expert call or a project engagement

The Expert must decline, or discontinue participation in the call/project if it presents a conflict of interest or would result in a violation of applicable law, these terms & conditions, or his obligations to past or present employers or any other third party.

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During the course of the engagement, the Expert shall:

• perform the consulting services with the appropriate care and skill, in a professional and workmanlike manner and to the full extent of his abilities, with the objective of fully satisfying the Client
• act in good faith and in accordance with all applicable laws and regulations

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If the Expert is unable to provide his services as a result of illness or injury, he shall promptly inform the Client and EPH of such circumstances. Insofar as no call/project work has been completed, the Expert has no claim to payment of a consulting fee. Also, should the client decline or stop the call/project before the agreed time, the expert has no claim to payment of a consulting fee.

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3. Anti-circumvention provision

For the period of the consulting engagement and for up to 12 months after its ending, the Expert may not accept a request or an offer made by this Client in circumvention of EPH, or use such a request or offer as occasion for further negotiations for the provision of services to or acceptance of a permanent position with the Client or with the Client's customers. If the Expert violates this provision, he is obliged to pay to EPH a contractual penalty in the amount of twice the usual total fee foregone by EPH for the Project in question, plus applicable VAT; EPH reserves the right to assert further claims for damages.

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For the period of the consulting engagement and for up to 12 months after its ending, the Expert undertakes to inform EPH of all prospective and all concluded contracts directly or indirectly attributable to his user account or the commission received from EPH. This includes the contractual details of prospective and concluded contracts for all new, repeated, and continuing consulting engagements, as well as for permanent employment as an employee of EPH's clients or customers of such clients involved in mediating the engagement.

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Should the Expert decide to start an employment agreement with the Client (or one of his clients), the Client is required to pay a head-hunting fee to EPH which is 25% of the first-year annual gross salary of the Expert. The Expert does not carry any cost but is required to immediately inform EPH of such an employment agreement or starting negotiations.

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4. Copyright and content created for the Client

The Expert grants the Client all existing and future rights to the intellectual property and materials developed in the course of the call/project.

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5. Confidentiality

The Expert acknowledges that he might gain access to confidential information in the course of the call/project. For purposes of this arrangement, the term “Confidential Information” shall mean: any and all information disclosed to the Expert by EPH or the Client (whether orally, electronically, in writing or otherwise) to the Expert, as well as information the Experts is required to keep confidential due to other commitments (e.g. past or present employment). The Expert agrees not to disclose or to attempt to use or personally benefit from Confidential Information. Confidential information includes in particular information concerning the Project (such as Project content, goals, approach), the Project briefing, the Expert’s assigned tasks, content related to the contractual relationship between the Client and Expert, the strategies of the Client or the Client’s clients, methodologies, processes, policies, analyses and data relating to recruitment, compensation, engaging, hiring, integration and training of external contractors or employees; the identity of the Client or its clients, and any information concerning the Client or its clients, unless such information becomes publicly available (through no action of the Expert, except to the extent required by law or as expressly permitted by EPH). The following should be considered strictly confidential:

• the identity of the Client (e.g., the Expert must not list the Client on his resume or website);
• information about the Project;
• information about any actual or potential business, investment or trading decisions, or transactions of the Client; or
• any other nonpublic or proprietary information of EPH or the Client (collectively, “Restricted Information”).

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The Expert shall not disclose confidential information, which includes:

• Material, nonpublic information (MNPI), including MNPI related to any company, security, industry, or pending government action or legislation;
• Proprietary information, including trade secrets, copyrighted information, business information, belonging to past or present employers, companies for whom he has consulted, or any other third party;
• Information that he has a duty or has agreed to keep confidential (e.g., by contract, fiduciary duty, etc.);
• Information that was disclosed to him or to which he was permitted access under the assumption or expectation that he keeps it confidential; and
• Information the Expert believes may be confidential.

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Additionally, the Expert shall not disclose any information that might result in breach of any regulatory, legal, ethical, or professional standard or rule. He will not accept any compensation other than that provided by EPH for his work performed for the Client without first obtaining the express written consent of EPH; and he will not record or transcribe, or permit any third party to join (except with prior consent from EPH), his consultations with the Client.

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6. Duration and termination

The call/project begins on the starting time and date as specified within the contract from EPH.

The Client may terminate the call/project at any time if he perceives that the Expert does not meet his expectations and does not have the required knowledge and expertise.

After completion of the call or the project, the Expert is obligated

• to return to the Client all its relevant property and confidential information, and
• to irreversibly delete or destroy all information related to the precise contents of the call/project

(whether in written form or on magnetic or optical storage media).

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7. Payment terms

EPH shall owe the Expert a consulting fee for the services provided: this fee comprises the Expert's remuneration and any expenses incurred by the Expert.

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Once EPH has received the remuneration from the Client, it shall remit to the Expert the Experts' consulting fee in accordance with the terms specified in the following paragraph.

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EPH shall only pay the Expert once the corresponding invoiced amount has been paid by the Client; payment of the Experts’ remuneration or agreed fee shall be due within seven banking days (Düsseldorf) of receipt of the Client’s payment by EPH. The Expert is responsible for providing his or his organization’s payment details to EPH. If he is employed, he must follow his employer’s policies that may relate to payment by EPH.

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In the event that the Client disputes the request for payment or the quality of the Expert’s work on a call/project, EPH may withhold payment until such dispute is resolved. The Expert agrees that in the event of any such payment dispute, EPH has the sole and final authority to resolve such dispute in EPH's reasonable discretion, and he agrees to be bound thereby. The Expert further understands and agrees that he has no right to payment for the call/project to the extent EPH reasonably determines he has violated the Terms & Conditions, including but not limited to providing incorrect information on his Expert profile or referring third parties in violation of law, and to the extent he has already received payment for the Project involving such violations, EPH shall have the right to recover such payments in full.

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8. Collaboration terms

This Agreement commences upon the Expert’s registration on the expertpowerhouse platform.

This Agreement remains in effect indefinitely and may be terminated by either party at the end of a month by giving four weeks’ notice. The right to immediate termination for good cause remains unaffected. A conviction for a crime is deemed, inter alia, to be a good cause.

A termination of the Framework Agreement does not affect any individual agreements concluded on its basis if the term of an individual agreement as specified therein is other than that of this Framework Agreement.

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9. Applicable law and place of jurisdiction

The contractual relationship shall be governed by the laws of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

Insofar as permissible, the place of jurisdiction for disputes arising under or in relation to this agreement shall be Düsseldorf, Germany.

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10. Contractual amendments and collateral agreements

These terms and their Annexes comprise the complete agreement between the Parties, and replace any and all previous drafts, contracts, agreements and arrangements between them.

EPH reserves the right to amend these terms. By continuing to use the service provided by EPH, the Expert agrees to such amendments. Insofar as an amendment is a material amendment with significant effects, EPH must provide reasonable advance notice of the change.

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11. Severability clause

Should any of the above provisions be found to be legally invalid, this shall not result in the invalidity of the remaining provisions. Rather, the invalid provision shall be replaced by a valid provision reflecting the economic intent of the invalid provision.

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