TEMPLATE MARKETPLACE EXPERT AGREEMENT
Last Updates: March 10th, 2023
This Marketplace Expert Agreement may be adopted by a Consumer and an Expert to govern Consultations received and delivered via the OnFrontiers Marketplace. Unless Consumer and Expert otherwise expressly agree in writing, where a Consumer requests and pays for Expert services through the OnFrontiers Marketplace and an Expert provides such Expert services through the Marketplace, the terms of this Marketplace Expert Agreement will apply with respect to such Expert services.
OnFrontiers is not a party to this Marketplace Expert Agreement other than solely for the limited purposes of Section 10.3. Consumer and Expert may agree additional or alternative terms with respect to the legal relationship between them. This Marketplace Expert Agreement is provided as a convenience to Consumers and Experts, and OnFrontiers makes no representations or warranties as to the legal or commercial adequacy of such agreement for users’ purposes. Users are strongly advised to consult with their own legal counsel as to the suitability and sufficiency of this Marketplace Expert Agreement for such users’ purposes.
WHEREAS, OnFrontiers, Inc., a Delaware corporation (“OnFrontiers”) provides an online introduction, booking and payment platform (“Platform”) through which individuals with experience in a particular industry, sector or geographic region (each, an “Expert”) offer consultation and other services (collectively, the “Consultation”) to individuals and entities seeking information (“Consumers”); and
WHEREAS, Consumer has booked Expert through the OnFrontiers Marketplace to provide certain Consultation to Consumer, and Expert has agreed to provide such Consultation
NOW, THEREFORE, in consideration of the parties’ respective covenants, representations and warranties contained herein, OnFrontiers (solely for the limited purpose of Section 10.3 hereof), Consumer and Expert hereby agree as follows:
1.1 Unless defined herein, capitalized terms used in this Marketplace Expert Agreement shall have the meanings assigned in the OnFrontiers Global Definition Schedule published at https://onfrontiers.com/standard-definition-schedule/ which is incorporated herein by this reference.
2.1 Expert will provide Consumer such Consultation as Consumer may book and pay for through the Platform, pursuant to the terms of this Marketplace Expert Agreement, and the OnFrontiers Community Standards published at https://onfrontiers.com/community-standards/ and incorporated herein by this reference.
2.2 Expert represents and warrants that Expert possesses experience and knowledge in the subject areas of the Consultation, sufficient to qualify Expert as an expert in such areas.
2.3 Expert represents and warrants that Expert is party to no agreements, relationships, or commitments to any other person or entity that conflict with the provisions of this Marketplace Expert Agreement or Expert’s obligations to the Consumer hereunder. Expert will not disclose any information to Consumer, the disclosure of which would conflict with any applicable laws, or any contractual or other confidentiality obligations by which Expert is bound. Expert will not enter into any such conflicting agreement, relationship or commitment during the Term hereof.
3. Creation and Ownership of Work Product
3.1 All work product delivered by Expert to Consumer as part of the Consultation, including without limitation written reports, charts, graphs, tables, and illustrations (collectively, “Work Product”) will be original work created solely by Expert. To the extent any Work Product delivered by Expert to Consumer contains third party content, Expert agrees that such content will be clearly and conspicuously attributed to its legal owner. Expert agrees that Expert will not incorporate third party intellectual property into any Work Product delivered to a Consumer without full legal authority (by license or otherwise) to do so.
3.2 Unless otherwise expressly agreed in writing, all Work Product shall be deemed a “work for hire” and owned, as between the parties, exclusively by Consumer and Expert hereby assigns any rights, title or interest of Expert in the Work Product to Consumer.
4.1 Confidential Information. For the purposes of this Marketplace Expert Agreement, “Confidential Information” means any non-public information, however obtained, which by its nature should be understood by a reasonable person to be confidential or a trade secret and which, if released, would likely have a material adverse impact on an individual’s privacy or a business or organization’s competitiveness, programs, reputation or foreign relations. Confidential Information includes, without limitation, the general or specific subject matter of any Consultation or Opportunity Call, and the actual or anticipated business and/or products, research or development of a Consumer or their respective clients. Confidential Information also includes the fact of the existence of any agreement with Consumer, and the terms thereof, the details of any information received by Expert from a Consumer in the course of performing or being evaluated to perform a Consultation or Opportunity Call, and the nature of the subject areas, issues or questions in connection with which a Consumer seeks or sought Consultation from Expert. Notwithstanding the foregoing, Confidential Information shall not include any such information which Expert can establish (i) was publicly known or made generally available prior to the time of disclosure to Expert; (ii) becomes publicly known or made generally available after disclosure to Expert through no wrongful action or inaction of Expert; or (iii) is in the rightful possession of Expert, without confidentiality obligations, at the time of disclosure by Expert.
4.2 Duty to Maintain Confidentiality; Ownership of Confidential Information. (a) Expert acknowledges that Expert has received and may receive Confidential Information of the Consumer or Consumer’s clients. Expert shall use the Conssumer’s Confidential Information only for the purpose of performing Expert’s obligations pursuant to this Agreement. (b) Expert shall preserve and protect the confidentiality of the Consumer’s Confidential Information using precautions at least as restrictive as those which Expert takes to protect Expert’s own confidential, proprietary and trade secret information, but in no event less than a reasonable degree of care. (c) Except as expressly authorized by this Agreement, the Expert shall not allow others to use, display, copy, disclose, transmit, reverse engineer, disassemble, decompile, or translate all or any part of Consumer’s Confidential Information without the Consumer’s prior written consent. (d) Expert shall be fully and directly responsible and liable to the Consumer for any breach of the confidentiality terms of this Agreement by any persons receiving access to the Consumer’s Confidential Information through or on behalf of the Expert. (e) The Consumer shall at all times retain title to Consumer’s Confidential Information, and shall be entitled to injunctive relief for any breach or threatened breach of this Section 4.2.
4.3 Exclusions. Excluded from the obligations of this Section 4 is any information that:
(i) is known to the Expert prior to disclosure by the Consumer, as reasonably demonstrated by Expert; or
(ii) after disclosure to the Expert, is published or otherwise becomes publicly available through no fault of the Expert; or
(iii) is developed by the Expert independently of knowledge of Consumer’s Confidential Information; or
(iv) has been rightfully acquired by the Expert from a third person without restriction and provided that the Expert had reasonable grounds to believe that the third person had the right to disclose the information without restriction; or
(v) consists of general know‑how, processes and techniques, which, although similar in purpose and effect to protected Confidential Information, were not developed using and were not derived from Consumer’s Confidential Information.
PROVIDED THAT none of such exclusions shall apply to personal data or information which may come into the possession of Expert, which shall be subject to Subsection 4.5 below.
4.4 Exceptions for Legal Process. Further, the Expert may disclose Confidential Information to the extent required by applicable law or a court of competent jurisdiction. However, in that case the Expert shall first give the Consumer prompt notice of any order or demand requiring such disclosure (unless prevented from doing such by its terms) and, if requested by the Consumer shall, at the Consumer’s cost and expense, make a reasonable effort to cooperate in the Consumer’s efforts to obtain a protective order or otherwise protect the confidentiality of such Confidential Information.
4.5 Each of Consumer and Expert shall independently take appropriate technical and organizational security measures against unauthorized or unlawful processing of personal information and against accidental loss or destruction of, or damage to, personal information while it is in the possession or under the control of such Party, in accordance with reasonable industry standards.
4.6 Without limiting the foregoing confidentiality obligations, Expert agrees that, unless otherwise expressly agreed by Consumer in writing, Expert will not publicly or privately disclose, other than to OnFrontiers employees or third parties expressly approved by Consumer in advance (i) the fact that Expert is providing, has provided, or in future may provide Consultations to Consumer, or (ii) the nature of the subject areas, issues or questions in connection with which Consumer seeks or sought Consultation from Expert.
4.7 Obligations pursuant to this Section 4 shall survive termination of this Agreement for any reason and shall continue for a period of five (5) years from the date of such termination.
5. Agreement is Non-Exclusive
5.1 The parties agree that, unless otherwise agreed by Expert and Consumer in writing, Expert’s engagement by Consumer pursuant to this Marketplace Expert Agreement is non-exclusive. Expert remains free to provide third parties Consultation in the same subject areas as the Consultations provided to Consumer hereunder. Consumer may engage other service providers to provide services the same as or similar to those provided by Expert hereunder.
6. Compliance with Applicable Law
6.1 Consumer and Expert shall each at all times fully comply with applicable law (foreign and domestic) in connection with performance of their respective obligations hereunder.
7. Limitation of Liability
7.1 Expert shall seek to provide Consumer information which is as accurate and up-to-date as possible. However, Consumer acknowledges that information which Consumer obtains from Expert may be inaccurate, incomplete, misleading, or otherwise unsuited to the purposes for which Consumer uses it. Consumer is solely responsible for how or whether to use any information obtained through the Consultation, and agrees that Expert is not responsible for any damages or harm that may be incurred by Consumer, Consumer’s business or organization, or a third party, from use of or reliance on the Consultation, or any Work Product delivered by Expert to Consumer in the course of the Consultation.
7.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER THE DAMAGED PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
8.1 Expert agrees to indemnify and hold harmless the Consumer and Consumer’s directors, officers, employees and agents from and against all actual losses, damages, liabilities, costs and expenses, including but not limited to attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with (i) any negligent, reckless or intentionally wrongful act of Expert, (ii) any breach by the Expert of applicable law or any of the terms contained in this Marketplace Expert Agreement, and (iii) any violation by Expert of a third party’s intellectual property rights.
9. Independent Contractor Status
9.1 Unless otherwise agreed by the parties in writing, it is the express intention of Consumer and Expert, that Expert perform the Consultation as an independent contractor to Consumer. Nothing in this Marketplace Expert Agreement shall in any way be construed to constitute Expert as an agent, employee or representative of the Consumer, or to create a joint venture between the parties.
10. Compensation and Payment
10.1 The Parties agree that OnFrontiers, Inc., a Delaware corporation (“OnFrontiers”), shall act as the Parties’ agent for the purpose of processing payment by Consumer to Expert for Consultations performed by Expert hereunder.
10.2 Consumer shall pay for Consultations performed by Expert hereunder pursuant to the terms of OnFrontiers’ Terms of Service in effect as of the date of the Subscription Order Form entered into between Consumer and OnFrontiers for Consumer’s access to the Expert Marketplace Platform.
10.3 OnFrontiers will forward payment to Expert for Consultations performed by Expert on behalf of Consumer hereunder, pursuant to the terms of the Expert Participation Agreement entered into between Expert and OnFrontiers. Expert agrees that Expert shall not be entitled to seek or receive payment for any Consultation directly from Consumer.
11.1 The term of this Marketplace Expert Agreement shall commence when Expert accepts a booking for a Consultation with Consumer through the Marketplace, and shall automatically terminate upon completion of such Consultation, or cancellation of such booking by Consumer, whichever occurs later.
Notices and other communications hereunder from one party to another shall be by email sent to email@example.com.
13. Governing Law; Jurisdiction and Venue
13.1 This Marketplace Expert Agreement shall be governed by the laws of the State of New York, USA, without regard to the conflicts of law provisions of any jurisdiction.
13.2 To the extent that any lawsuit is permitted under this Agreement, the Parties hereby expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in the State of New York, USA.
14. Assignment and Sub-Contracting. This Agreement shall not be assigned or sub-contracted, in whole or in part, by Expert without the Consumer’s prior written consent.