Last Updated: July 17, 2020
Unless Client and Expert otherwise expressly agree in writing, where a Client requests and pays for Expert services through the OnFrontiers Website, and an Expert provides such Expert services, whether through the OnFrontiers Marketplace or Client’s Knowledge Network on the OnFrontiers platform, Client and Expert agree that the terms of this Client-Expert Engagement Agreement, as modified by any Statement of Work agreed by Client and Expert and provided to OnFrontiers, will apply between Client and Expert with respect to such Expert services.
OnFrontiers is not a party to this Client-Expert Engagement Agreement, and Client and Expert may agree additional or alternative terms with respect to the legal relationship between them. This Client-Expert Engagement Agreement is provided as a convenience to Clients 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 Client-Expert Engagement Agreement for such users’ purposes.
WHEREAS, OnFrontiers, Inc. provides an online introduction, booking and payment platform (“Website”) 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 (“Clients”); and
WHEREAS, Client has either booked Expert through the Website Marketplace or Expert has agreed to join Client’s Knowledge Network on the Website, to provide certain Consultation to Client, and Expert has agreed to provide such Consultation
NOW, THEREFORE, in consideration of the parties’ respective covenants, representations and warranties contained herein, Client and Expert hereby agree as follows:
1.1 Expert will provide Client such Consultation as Client may book and pay for in advance through the Website, or as otherwise agreed by Client and Expert in a Statement of Work made part hereof and submitted to OnFrontiers. . Expert may not assign the performance of any Consultation to a third party without Client’s prior written consent.
1.2 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.
1.3 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 Client-Expert Engagement Agreement, Expert’s obligations to the Client hereunder, and/or will conflict with Expert’s performance of the Consultation. Expert will not disclose any information to Client, the disclosure of which would conflict with any laws or confidentiality obligations by which Expert is bound. Expert will not enter into any such conflicting agreement, relationship or commitment during the Term hereof.
2. Creation and Ownership of Work Product
2.1 All work product delivered by Expert to Client 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 Client 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 Client without full legal authority (by license or otherwise) to do so.
2.2 Unless otherwise expressly agreed in writing, all Work Product shall be deemed a “work for hire” and owned, as between the parties, exclusively by Client and Expert hereby assigns any rights, title or interest of Expert in the Work Product to Client.
3. Confidentiality, Non-Disclosure and Non-Competition
3.1 “Confidential Information” means any non-public information provided by or on behalf of Client to Expert in connection with Client obtaining the Consultation, including without limitation, the actual or anticipated business and/or products, research or development of the Client or the Client’s customers, or to the Client’s or the Client’s customers’ technical data, trade secrets, or know-how, including, but not limited to, research, business plans, or other information regarding the Client’s or the Client’s customers’ products or services and markets therefor, customer lists, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, marketing, finances, and other business information disclosed by or on behalf of Client to Expert, either directly or indirectly, in writing, orally or by drawings. Confidential Information also includes the fact of the existence of any agreement between Expert and Client and the terms thereof, the details of any information received by Expert from Client in the course of performing Services on behalf of Client, and the nature of the subject areas, issues or questions in connection with which Client seeks or sought Services 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.
3.2 During and after the term of this Client-Expert Engagement Agreement, Expert will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Expert will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Consultation on behalf of the Client, or (ii) disclose the Confidential Information to any third party without the prior written consent of Client, except that Expert may disclose Confidential Information to any third party on a need-to-know basis for the purposes of Expert performing the Services; provided, however, that such third party is subject to written confidentiality, non-use and non-disclosure obligations at least as protective of Client and the Confidential Information as those contained in this Section 3. Expert may also disclose Confidential Information to the extent compelled by applicable law; provided however, prior to such disclosure, Expert shall provide prior written notice to Client and seek a protective order or such similar confidential protection as may be available under applicable law. Expert agrees that no ownership of Confidential Information shall be conveyed to the Expert by virtue of this agreement or the performance hereof.
3.3 Expert agrees that, unless otherwise expressly agreed by Client in writing, Expert will not publicly or privately disclose, other than to OnFrontiers employees or approved Client Team Members (i) the fact that Expert is providing, has provided, or in future may provide Services to Client, or (ii) the nature of the subject areas, issues or questions in connection with which Client seeks or sought Services from Expert.
3.4 Expert acknowledges that it would be impossible for Client to maintain its business or to provide Confidential Information to Expert if Expert were to (i) use such information for purposes other than solely to provide Services to Client, or (ii) appropriate Client’s goodwill, or (iii) otherwise utilize non-public information acquired from Client so as to compete with Client. Therefore, in consideration of Expert’s engagement by Client hereunder, Expert covenants that, during the Term of this Agreement and for a period of one (1) year following termination of the Agreement for any reason (said period to be extended by any period of violation of this covenant or period of time required for litigation or other action to enforce this covenant), Expert shall not, whether as a business owner, employee, consultant or otherwise, utilize non-public information obtained from Client to engage in any business or activity in direct competition with Client’s business activities.
3.5 This Section 3 shall survive termination of this Agreement for any reason.
4. Agreement is Non-Exclusive
4.1 The parties agree that, unless otherwise agreed by Expert and Client in writing, Expert’s engagement by Client pursuant to this Client-Expert Engagement Agreement is non-exclusive. Expert remains free to provide third parties Consultation in the same subject areas as the Consultations provided to Client hereunder. Client may engage other service providers to provide services the same as or similar to those provided by Expert hereunder.
5. Compliance with Applicable Law
5.1 Client and Expert shall each at all times fully comply with applicable law (foreign and domestic) in connection with performance of their respective obligations hereunder.
6. Limitation of Liability
6.1 Expert shall seek to provide Client information which is as accurate and up-to-date as possible. However, Client acknowledges that information which Client obtains from Expert may be inaccurate, incomplete, misleading, or otherwise unsuited to the purposes for which Client uses it. Client 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 Client, Client’s business or organization, or a third party, from use of or reliance on the Consultation, or any Work Product delivered by Expert to Client in the course of the Consultation.
6.2 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.
7.1 Expert agrees to indemnify and hold harmless the Client, and Client’s directors, officers and employees, 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 Client-Expert Engagement Agreement, and (iii) any violation by Expert of a third party’s intellectual property rights.
8. Independent Contractor Status
8.1 Unless otherwise agreed by the parties in writing, it is the express intention of Client and Expert, that Expert perform the Consultation as an independent contractor to Client. Nothing in this Client-Expert Engagement Agreement shall in any way be construed to constitute Expert as an agent, employee or representative of the Client, or to create a joint venture between the parties.
9.1 Expert acknowledges that, unless otherwise agreed by the parties in writing and approved in writing by OnFrontiers, Client shall pay for the Consultation through the services of OnFrontiers, Inc., a Delaware corporation (“OnFrontiers”). Expert shall receive payment for the Consultation through OnFrontiers, pursuant to the terms of Expert’s agreement with OnFrontiers in connection with the same. Expert agrees that Expert shall not be entitled to seek or receive payment for any Consultation directly from Client, other than for Services which are not pre-paid and in connection with which Client fails to deliver payment to OnFrontiers pursuant to the terms of the relevant agreement between Client and Expert.
10.1 With respect to Marketplace Services, the term of this Client-Expert Engagement Agreement shall commence when Client books a Consultation with Expert on the Website and shall terminate upon completion of such Consultation, unless earlier terminated by either party pursuant to the terms hereof.
10.2 With respect to Knowledge Network Services, the term of this Client-Expert Engagement Agreement shall commence when Expert indicates, in Expert’s Expert Profile, acceptance of Client’s invitation to join Client’s Knowledge Network.
10.3 Either party may terminate this agreement, with or without cause, upon fifteen (15) calendar days’ written notice to the other.
Notices and other communications hereunder from one party to another shall be by email sent to email@example.com
12. Governing Law; Jurisdiction and Venue
12.1 This Client-Expert Engagement 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.
12.2 To the extent that any lawsuit is permitted under this Agreement, the Parties hereby expressly consents to the personal and exclusive jurisdiction and venue of the state and federal courts located in the State of New York, USA.