Last updated November 21, 2009

TERMS AND CONDITIONS OF COUNCIL MEMBERSHIP

THIS IS A BINDING CONTRACT. PLEASE READ CAREFULLY AND SIGN BY ENTERING YOUR INITIALS IN THE SPACE PROVIDED BELOW.

These terms and conditions of council membership ("Terms & Conditions") in the Gerson Lehrman Group CouncilsSM (the "GLG Councils") supersede all prior versions of the Terms & Conditions previously in effect between Gerson Lehrman Group, Inc. and/or its subsidiaries and affiliates (collectively, "Gerson Lehrman Group®" or "GLG") and you. You agree that your use of any of GLG's websites is subject to the terms of use referenced on such website, except to the extent that a website's terms conflict with these Terms & Conditions, in which case these Terms & Conditions shall control.

OVERVIEW AND ACTIVITIES

The GLG Councils are groups of professionals and consultants in various industries and specialties who educate and share insights with financial and business leaders and other organizations and professionals (individually, "Client," and collectively, "Clients").

Gerson Lehrman Group provides opportunities for Council MembersSM to participate in different types of projects ("Projects"), such as telephone consultations and online surveys.

Council Members who qualify for Member ProgramsSM (described below) may be eligible to participate in additional types of Projects, including Projects that require greater time commitments.

Additionally, Council Members may be eligible to participate in other non-Project activities and interactions through GLG ("Platform Activities"), such as:

* receiving rewards for referring friends and colleagues to the GLG Councils;
* selling reports and other syndicated content through GLG's online marketplace;
* participating in online discussions with other Council Members and/or Clients; and
* engaging in other networking and educational opportunities.

MEMBERSHIP POLICIES

You may only join the GLG Councils if you are permitted to do so and have obtained all necessary consents or waivers. Prior to joining the GLG Councils you must review employment agreements, employee manuals, codes of conduct, consulting agreements and other similar policies and agreements (if any) to ensure you are able to participate in the GLG Councils. You should also consider contacting appropriate persons within the firm(s) you have consulted for or your organization (if applicable) to confirm that your participation is permissible and to receive any consents required. It is your responsibility to determine whether it is appropriate for you to join the GLG Councils.

As a Council Member, you are a non-agent independent contractor of GLG. You acknowledge that you have no authority to act on behalf of GLG. You agree that you are not eligible for any GLG or Client employment benefits based on your participation in the GLG Councils and you shall not identify any Client or GLG as your employer. You agree that you are joining the GLG Councils in your individual capacity and not as a representative of any other company or organization, except as otherwise agreed in writing between such organization and GLG.

You represent that you have completed the Council Member Tutorial (2009).

If you are unsure about your ability to comply with these Terms & Conditions, then you must decline to participate as a Council Member.

PARTICIPATION IN THE GLG COUNCILS

At all times during your participation in the GLG Councils, you agree to act in good faith, in a professional and workmanlike manner, to the best of your ability, and in accordance with these Terms & Conditions and applicable law.

YOU MUST DECLINE, OR DISCONTINUE PARTICIPATION IN, ANY PROJECT OR PLATFORM ACTIVITY THAT WOULD RESULT IN A VIOLATION OF APPLICABLE LAW OR YOUR OBLIGATIONS TO THIRD PARTIES, OR THAT PRESENTS A CONFLICT OF INTEREST.

While there may be many limitations on the scope of your participation and subjects you may discuss depending upon your particular circumstances, you specifically agree that at a minimum you shall not do any of the following at any time in connection with a Project, Platform Activity, or otherwise in connection with your participation in the GLG Councils:

* Disclose material, nonpublic information about a public company;
* Disclose information that you have a duty or have agreed to keep confidential (e.g., by agreement, employer policy, fiduciary duty, etc.);
* Disclose information that you obtained from any person who expects you to keep it confidential or that you believe to be confidential;
* Participate in any Project or Platform Activity if doing so would violate applicable law or any agreement with -- or other obligation to -- any person, employer, former employer or other entity;
* Disclose any trade secrets or other proprietary information not owned solely by you;
* Consult for Clients you reasonably believe to be competitors of the company that employs you or on whose board of directors you serve; or
* Give investment advice, including without limitation, 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.

You further agree that:

* if you are an employee or director of a company, you will decline to participate in Projects or Platform Activities the topic of which is that company, and that you will not discuss or disclose information about that company, such as its performance, strategy, or products, without the express written consent of the company;
* 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 a director, officer or other employee of an entity that has made or is the subject of a tender offer, or you are at an entity that has acted on behalf of such a company in connection with such tender offer, you will decline all Project invitations while the tender offer process is taking place;
* if you are a lawyer, you will not give legal advice in connection with a Project or Platform Activity and do not establish an attorney-client relationship with Clients through Projects or Platform Activities; and
* if you are an employee of a government owned/controlled organization or are a government official or government agency official, member of party, or candidate, whether in the U.S. or elsewhere, you will not discuss government legislation, regulation, policy, contracts or other business that you are in a position to vote upon or otherwise influence.

You further 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 GLG of such event.

If you become concerned with the nature of any inquiry or Project by a Client, you must discontinue your participation and notify GLG immediately by emailing compliance@glgroup.com or calling 512-651-3700. To encourage you to err on the side of caution during your participation in the GLG Councils, you may submit a payment request for time allocated for any interaction you discontinue for the purpose of compliance with these Terms & Conditions.

You agree to cooperate fully in any GLG inquiry concerning actual, alleged, or potential violations of these Terms & Conditions.

Healthcare Council Members

If you are a healthcare professional:

* and you are an investigator or have another role in a clinical trial, you agree that you will not discuss trial results or patient experience until such information has been made public;
* you represent that that you are duly licensed, to the extent required, in the state(s) or province(s) in which you are currently practicing;
* you agree that you will not disclose to GLG or its Clients any patient information prohibited by law or give medical advice during Projects, Platform Activities, or otherwise through your participation in the GLG Councils; and
* you represent that you have not been excluded, debarred, suspended or otherwise ineligible to participate in federal and/or state programs, or listed on the List of Excluded Individuals/Entities issued by the Office of Inspector General of the U.S. Department of Health and Human Services Office and/or the Debarment List of the U.S. Food and Drug Administration, and if your status should change with respect to any of these representations, you shall immediately notify GLG of such event.

Please note that Clients 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 a Project you believe that a Client 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, please terminate the Project and notify GLG immediately.

COUNCIL MEMBER INFORMATION

You agree to provide GLG with accurate and complete biographical information, including your current job status and prior employment. GLG or its Clients may ask you for other information about yourself, including your ability to consult on particular topics or in general. Collectively, such information about you, as well as any information in your GLG Council Member Profile, is your "Council Member Information." You are solely responsible for your Council Member Information. While GLG may revise Council Member Information on your behalf based upon information provided by you or others, you have a duty to monitor and ensure the accuracy of your Council Member Information. You agree not to accept any Project or consult with any Client unless your Council Member Information is accurate, complete and current.

If, during the course of Projects, you are first introduced to other Council Members, you may not, directly or indirectly, solicit those Council Members for projects or other engagements outside of Gerson Lehrman Group, without the prior permission of GLG.

ASSIGNMENT, ACCEPTANCE & SCOPE OF PROJECTS

Your participation in Projects and Platform Activities is always at your discretion. GLG makes no representation regarding the frequency or quantity of invitations to Projects or Platform Activities you will receive. Unless otherwise agreed in writing by Gerson Lehrman Group or as otherwise stated in any Project invitation, you will only be compensated for the time you spend interacting with Clients on Projects and you will not be compensated for preparation time, wait time or time set aside if a Project with a Client does not occur.

All interactions must be set up through GLG or its systems. If a Client contacts you without having arranged the Project through GLG, and you consult with the Client, you are not eligible for payment from GLG, even if the call is a follow-up to a recent Project that was arranged through GLG. Clients are not authorized to expand the scope of a Project except to the extent GLG has agreed otherwise in writing with respect to an identified Project.

COMMUNICATION WITH NON-COUNCIL MEMBERS

If you speak with a person who is not in the GLG Councils in connection with any Project, you agree:

* not to describe yourself as working for or on behalf of GLG;
* to disclose to such person that you are acting on behalf of a Client (without identifying such Client);
* not to pay, give anything of value to, or otherwise compensate such person (or promise to do any of the foregoing) to provide you with information; and
* not to solicit information that you believe the person, if he/she were a Council Member, could not disclose under these Terms & Conditions.

NON-SOLICITATION OF CLIENTS

Membership in the GLG Councils is non-exclusive (unless you qualify for and are accepted into the Leaders or other program with an exclusivity component), and there is no minimum time commitment unless otherwise agreed in writing. As a condition to participation in the GLG Councils, for Clients to whom you have been first introduced through Gerson Lehrman Group, you agree not to knowingly solicit projects from or propose or agree to any kind of consulting or employment arrangement with such party without written permission of Gerson Lehrman Group for a period of one year from the most recent Project with or introduction to such Client. This non-solicitation provision does not prohibit a Council Member from being retained by a Client to provide legal advice. For a period of one year after the termination of your relationship with GLG, you also agree not to knowingly solicit for employment any employee of GLG or any Clients to whom you have been first introduced due to your Council Member status.

MEMBER PROGRAMS

Council Members who are enrolled into Member Programs may be eligible to participate in additional types of Projects, such as in-person meetings and events, written deliverables, blogs and in-depth engagements. Council Members who are not enrolled in Member Programs are restricted to a limited number of telephone consultations and online surveys.

You acknowledge that GLG in its sole discretion may determine your eligibility for and designate you for the "Educators," "Leaders" or "Scholars" tier of Member Programs. The GLG Leaders program is subject to an additional written agreement with you which supplements these Terms and Conditions.

EXPERT WITNESS ENGAGEMENTS

If a GLG Law Firm Client decides to retain you as an expert witness in a Project, such firm may choose to enter into a separate written retention agreement with you for expert witness services (such an agreement, a "Retention Agreement"), and such Retention Agreement shall control over any inconsistent terms in the Terms & Conditions with respect to the relationship between you and such Law Firm Client and your obligations to such Law Firm Client and its client in connection with the expert witness Project. Such Retention Agreement would not modify your obligations to Gerson Lehrman Group under these Terms & Conditions or otherwise.

COUNCIL MEMBER CONTENT

You represent that any materials, regardless of format, that you submit, upload to a GLG website or otherwise provide to a Client or to GLG (collectively, "Content") is your intellectual property or you have obtained any necessary permissions or licenses to such Content. You are solely responsible for your Content, and you agree not to submit Content that is unlawful, threatening, defamatory, profane, deceptive, or misleading, or otherwise violates these Terms & Conditions.

Content Created For Client(s)

If a Client selects you for a Project, Content you create in connection with that Project ("Project Content") is solely owned by the Client (e.g., as a "work for hire") and may be used by such Client for any purpose permitted under that Client's agreement with GLG, which may include reproduction, disclosure, transmission, publication, broadcast, and posting, unless otherwise agreed in writing by GLG and the Client. Content you create independently of, or prior to, any Project ("Retained Content") remains your property and you retain all rights, title and interest in and to such Retained Content; however, you grant the Client a perpetual, world-wide, royalty-free, and transferable license to use any Retained Content included in any Project Content. Without limiting the foregoing, you agree that each Client is free to use any ideas, concepts, know-how, or techniques contained in any Content you transmit to that Client for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products using such information. Any inventions, discoveries or improvements that are based in full or in part on any Content and information you create for a Client in the course of a Project, and all intellectual property rights in such inventions, discoveries or improvements, shall be owned entirely by and shall be proprietary to the Client.

Other Content

Syndicated Content: You retain ownership to Content that you submit for sale or license to Clients other than in connection with a Project ("Syndicated Content"); however, you provide GLG a limited license to market, promote and sell such Syndicated Content on its websites and otherwise, including by showing samples or limited portions of Syndicated Content to potential purchasers, and to process Syndicated Content for use with GLG's automated search and suggestion systems.

Blogs / GLG News: You retain ownership to Content that you submit to GLG News or to any successor or equivalent product or other GLG blogging platform ("Blog Content"), but you grant GLG an unlimited license (subject to the "Content License" below) to your Blog Content. You acknowledge that GLG does not have any obligation to use, post, or deliver any Blog Content you submit and does not endorse your Blog Content.

GLG Publications: Content that you submit for publication by GLG ("Publications"), other than Blog Content and Syndicated Content, shall be owned by GLG and you shall retain no license to use such Content.

Recordings: GLG may invite you to participate in an event at which your image and/or voice may be recorded ("Recordings") by GLG or its agents, such as at a live meeting, webcast, conference or other event or in any on-camera interview. If you participate, you agree, notwithstanding anything else in these Terms & Conditions, that GLG 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 GLG, in all languages and forms, for any commercial or noncommercial purpose unless otherwise agreed in writing.

Content License: For all Content other than Retained Content, Syndicated Content, Publications and Recordings, including but not limited to Blog Content and Content submitted in connection with any GLG seminar, roundtable, webcast or conference, you grant GLG a perpetual, world-wide, royalty-free, transferable, and exclusive license to use, distribute, reproduce, publish, reprint, modify, adapt, sublicense, and publicly display such Content, in whole or in part, in original form or as edited or modified by GLG, in all languages and forms, for any commercial or noncommercial purpose unless otherwise agreed in writing.

Content Release & Indemnification: You additionally release GLG, 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 GLG and its Clients 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.

PRIVACY POLICY

You agree that GLG may collect and retain information about you, including but not limited to your Council Member Information, ("your information"), and contact you by email, telephone, or otherwise, to process and administer details of your membership in the GLG Councils, to provide you with opportunities to participate in the GLG Councils, to assist with required approvals and consents for Project participation, to comply with applicable laws and Client compliance policies, and to tell you about GLG's business. You agree that GLG may also use and analyze the information it collects to administer, support, improve, market and develop its worldwide business. GLG at all times will protect your information in accordance with GLG's Privacy Policy (https://councils.glgroup.com/About/PrivacyStandard.aspx), which is incorporated herein by reference.

You agree that GLG may disclose your information to Clients and non-Client third parties for the purpose of promoting GLG's business, including without limitation by displaying such information on GLG's websites, GLG's third party partner websites, print media and other materials (collectively, "Marketing Materials"), subject to your right to opt-out. You may opt-out by contacting your GLG Member Solutions Associate or through an opt-out tool located on your GLG Council Member profile page. If you opt out or terminate your participation in the GLG Councils, GLG will use reasonable efforts to cease email and telephone contact with you and to discontinue creating and distributing Marketing Materials that contain your information. Notwithstanding the foregoing, an opt-out will not apply to your submissions of Syndicated Content, Blog Content or Publications, or participation in GLG Events (as described above).

You agree that GLG may disclose your information and your participation in the GLG Councils to third parties, such as current and former employers and companies that you have provided services to or contracted with, for the purpose of confirming any consents or approvals you may need to participate in the GLG Councils or in specific Project(s).

You agree that Clients, if required by law or the Client's compliance policies, may disclose information about their Projects with you, for example your name and the amount you were paid on the Project ("Required Client Disclosures"). For example, a pharmaceutical company may be required to publicly disclose certain of its interactions with healthcare professionals. You authorize GLG to make Required Client Disclosures on behalf of and at the direction of Clients.

You agree that GLG may disclose your information in response to legal process, to protect GLG's rights, as otherwise required by law, or for the prevention or detection of a crime. If GLG sells all or part of its company or enters into a joint venture with another business entity, you agree that GLG may disclose your information to its new business partners or owners who may then provide you with information about their products and services.

You agree that your information will be held by GLG in the United States and may also be held and accessed by GLG staff and third parties working for GLG, or GLG's subsidiaries and affiliates, inside and outside the United States. If your information is gathered outside the United States, you agree that it may be transferred to GLG's United States offices to be used for these purposes, and it may be transferred to and shared with any of GLG's worldwide locations. You may request a full list of all subsidiaries and affiliates of Gerson Lehrman Group, Inc.

GLG will not sell your information to third-party marketers or similar organizations.

GLG reserves the right to conduct background checks on you, including through a third-party service. GLG may seek to verify your employment history, education credentials, and check for any criminal history. GLG may seek to verify the duration and accurate invoicing and description of Projects you conduct for Clients.

You agree that GLG may retain your information for its business purposes if you cease to be a member of the GLG Councils, provided that GLG will protect all such information about you in accordance with these Terms & Conditions and GLG's privacy policies.

CONFIDENTIALITY OF GLG AND CLIENT INFORMATION

While you are a Council Member and thereafter, you agree not to disclose or to attempt to use or personally benefit from any Confidential Information that is disclosed to or known by you because of your participation in the GLG Councils until such time as the Confidential Information has become publicly available through no action of your own, except to the extent required by law or as expressly permitted by GLG for the purpose of facilitating a particular Project. Confidential Information shall include: (1) the identity of Clients (e.g., do not list Clients on your resume or website); (2) information about Projects; (3) information about any actual or potential business, investment or trading decisions or transactions of any Client; or (4) any other confidential information of Gerson Lehrman Group or its Clients. If you are compelled by order of a court or other governmental or legal body (or have notice that such an order is being sought) to divulge any Confidential Information to anyone other than GLG, you will promptly and diligently notify GLG, unless prohibited from doing so by the express terms of a government subpoena or court order, and will cooperate fully with GLG in protecting such information to the extent possible under applicable law.

Notwithstanding the foregoing, if and only to the extent necessary, you may disclose the general topic and Client description to secure any required third-party consent to your participation in the GLG Councils or in a Project prior to accepting an invitation for that Project.

Some Projects are collaborative, and involve working with other Council Members. You owe the same duty of non-disclosure to such other Council Members as you would to any Client under these Terms and Conditions.

Note that your obligations not to use or personally benefit from Confidential Information as set forth above prohibit you from using information you learn during a Project to trade securities or make personal investment decisions.

RELIANCE BY CLIENTS

These Terms & Conditions are intended to benefit Clients and enable Clients to satisfy themselves that all Projects will be carried out in accordance with these Terms and Conditions and applicable laws and will not, among other things, lead to the improper disclosure of confidential information, including material inside information within the meaning of U.S. federal securities laws. Clients may from time to time request that you confirm any part of these Terms & Conditions, and any additional terms or compliance policies required by Clients as a condition to your participation in a Project. You understand that other Council Members, each Client, and the person with whom you may engage in any Project or Platform Activity is an intended beneficiary of these Terms & Conditions and the covenants and agreements made by you hereunder, and that Clients, as third-party beneficiaries of these Terms & Conditions, have the right to enforce your compliance with these Terms & Conditions.

PAYMENT TO COUNCIL MEMBERS

You must specify your or your organization's payment details on your GLG Council Member profile page. If you are employed, you must follow your employer's policies that may relate to payment by Gerson Lehrman Group. Following the completion of a Project, you must request payment through the GLG Councils secure website within 30 days and payments will be based on the applicable rate in your profile upon Project acceptance unless otherwise agreed in writing by GLG or as specified in the Project invitation.

Payment terms for Platform Activities, to the extent applicable, will be made in accordance with the terms set forth on GLG's websites regarding the particular Platform Activity or as otherwise agreed in writing by GLG.

In the event that a Client disputes your request for payment or your work on a Project or Platform Activity, GLG may withhold payment until such dispute is resolved. You agree that in the event of any such payment dispute, GLG has the sole and final authority to resolve such dispute in GLG's reasonable discretion, and you agree to be bound thereby. You further understand and agree that you have no right to payment for a Project or Platform Activity to the extent GLG reasonably determines you have violated these Terms & Conditions or GLG's reasonable compliance rules.

GLG may require you to provide additional information (including your Social Security number or equivalent Tax Identification number) about yourself or your employer/company as part of GLG's security procedures. Note that U.S. persons will receive a U.S. I.R.S. Form 1099 for payments as required. You agree that all fees imposed on you by any banking institution to process any payment from Gerson Lehrman Group are your sole responsibility.

Non-U.S. Council Members may be asked to confirm such status. Please note that your contract will be with Gerson Lehrman Group, Inc., a U.S. entity.

AGREEMENT DETAILS

Right to Injunction/Limitation on Liability

In the event that you, as a Council Member, breach, or threaten to breach, any of the promises in the following sections of these Terms & Conditions: Confidentiality of GLG and Client Information, Non-Solicitation of Clients, or the terms of use of GLG websites, you acknowledge that Client and/or Gerson Lehrman Group's remedies at law will be inadequate and that Client and/or Gerson Lehrman Group will be entitled to an injunction to prevent your prospective or continuing breach and to maintain the status quo pending arbitration provided for below.

In no event shall Gerson Lehrman Group be liable to you or any other party for any damages resulting from or relating to your participation as a Council Member, the performance of any services by you as a Council Member, or the business operations of GLG, including without limitation for any incidental, consequential, punitive or special damages regardless of the theory of liability and even if GLG was informed of the possibility of such damages. GLG agrees that for its part it shall not seek to impose on any individual Council Member any liability for damages based on his or her performance of services hereunder as a Council Member, including without limitation for any incidental, consequential, punitive or special damages, so long as such damages do not relate to or arise out of the failure of the Council Member to comply with these Terms & Conditions, including the guidelines and restrictions contained herein, or conduct or activity by the Council Member that constitutes gross misconduct. You are solely responsible for your actions. GLG shall have no obligation to defend you, provide you with legal counsel, or pay legal costs and expenses on your behalf.

Arbitration

Any dispute, controversy or claim, whether in tort, contract or otherwise, that arises from or relates to these Terms & Conditions, including whether the claims asserted are arbitrable, shall be exclusively and finally determined by a single-arbiter arbitration under the rules of the American Arbitration Association (the "AAA") in effect from time to time. The enforceability of this arbitration agreement shall be governed by the U.S. Federal Arbitration Act. The venue for all arbitrations shall be New York City, unless the Council Member resides in Europe, in which case such Council Member may elect to have the arbitration held in London, England, or unless the Council Member resides in Asia, in which case such Council Member may elect to have the arbitration held in Hong Kong. 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. Arbitration shall not be deemed a waiver of Gerson Lehrman Group's right to seek injunctive relief in any court of competent jurisdiction as provided for in these Terms & Conditions. Each party is responsible for its own legal fees, and the arbitrator may not include the payment of attorneys' fees or expenses as a part of any award. Arbitrations arising from the same or related claims may be consolidated in one arbitral proceeding.

Governing Law

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.

Severability

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.

Survival of Certain Provisions

The provisions of the sections (including subsections) of these Terms & Conditions entitled Non-Solicitation of Clients, Privacy Policy, Confidentiality of GLG and Client Information, Reliance by Clients, and Agreement Details shall survive any termination or expiration of these Terms & Conditions.

Termination

You have the right to withdraw from the GLG Councils at any time upon notice to GLG, and GLG has the unlimited right to terminate or limit your membership in the GLG Councils and Member Programs at any time and for any reason.

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

End of Terms & Conditions

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