Expert-Client Agreement

This Expert-Client Agreement is OnFrontiers’ standard agreement governing the direct relationship between a Client and an Expert in connection with Expert Work provided via the OnFrontiers Platform. Unless a Client and Expert otherwise expressly agree in an order form or amendment agreed with OnFrontiers, where a Client requests and pays for Expert Work through the Platform and an Expert provides such Expert Work, the terms of this Agreement apply.

OnFrontiers facilitates this relationship — including expert vetting, matching, the Platform, and payment processing — and is a party to this Agreement for the limited purpose of Section 10 (Compensation and Payment). OnFrontiers does not itself provide the Expert’s advice or Work Product. A Client and Expert may agree additional or alternative terms with respect to the legal relationship between them only as provided in an order form or amendment agreed with OnFrontiers.

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         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 Expert Work to individuals and entities seeking information (“Clients”); and

WHEREAS, a Client has booked an Expert through the OnFrontiers Platform to provide certain Expert Work to the Client, and the Expert has agreed to provide such Expert Work;

NOW, THEREFORE, in consideration of the parties’ respective covenants, representations and warranties contained herein, OnFrontiers (solely for the limited purpose of Section 10 hereof), Client and Expert hereby agree as follows:

1. Definitions

1.1 Unless defined herein, capitalized terms used in this Expert-Client 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. Expert Work

2.1 Expert will provide Client such Expert Work as Client may book and pay for through the Platform, pursuant to the terms of this Expert-Client 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 Expert Work, 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 Expert-Client Agreement or Expert’s obligations to the Client hereunder. Expert will not disclose any information to Client, 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 Client as part of the Expert Work, 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.

         3.2 Ownership of, and licenses to, Work Product are governed by the OnFrontiers Terms of Service and the Expert Participation Agreement.

4. Confidentiality

4.1 Confidential Information. “Confidential Information” has the meaning given in the OnFrontiers Global Definition Schedule. The Client and the Expert each acknowledge that, in connection with Expert Work, they may receive Confidential Information of the other and of the Client’s clients.

4.2 Duty to Maintain Confidentiality; Ownership of Confidential Information.  (a) Expert acknowledges that Expert has received and may receive Confidential Information of the Client or Client’s clients. Expert shall use the Client’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 Client’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 Client’s Confidential Information without the Client’s prior written consent.  (d) Expert shall be fully and directly responsible and liable to the Client for any breach of the confidentiality terms of this Agreement by any persons receiving access to the Client’s Confidential Information through or on behalf of the Expert.  (e) The Client shall at all times retain title to Client’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 Client, 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 Client’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 Client’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 Client prompt notice of any order or demand requiring such disclosure (unless prevented from doing such by its terms) and, if requested  by the Client shall, at the Client’s cost and expense, make a reasonable effort to cooperate in the Client’s efforts to obtain a protective order or otherwise protect the confidentiality of such Confidential Information.

4.5   Each of Client 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 Client in writing, Expert will not publicly or privately disclose, other than to OnFrontiers employees or third parties expressly approved by Client in advance (i) the fact that Expert is providing, has provided, or in future may provide Expert Work to Client, or (ii) the nature of the subject areas, issues or questions in connection with which Client seeks or sought Expert Work 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. Exclusivity & Conflicts-of-Interests

5.1 The parties agree that, unless otherwise agreed by Expert and Client in writing, Expert’s engagement by Client pursuant to this Expert-Client Agreement is non-exclusive. Expert remains free to provide third parties Expert Work in the same subject areas as the Expert Work provided to Client hereunder. Client may engage other service providers to provide services the same as or similar to those provided by Expert hereunder.

5.2 Conflicts baseline; optional exclusivity. Independent of any exclusivity arrangement, the Expert remains subject at all times to the conflict-of-interest obligations set out in Section 2.3, the Expert Participation Agreement, and the applicable engagement terms, including per-engagement conflicts screening and the duty to decline work that conflicts with the Client’s matter. In addition, the Client and the Expert may agree, in an Engagement Order, order form, or other writing affirmed by both through the Platform, that the Expert will work exclusively with the Client on a specified bid, pursuit, or matter for a stated period; such exclusivity is a separately negotiated commitment (which may carry an adjusted scope, level of effort, or rate) and is limited to the matter and period stated.

6. Compliance with Applicable Law

6.1 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.

7. Limitation of Liability

7.1 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 Expert Work, 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 Expert Work, or any Work Product delivered by Expert to Client in the course of the Expert Work.

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. Indemnification

8.1 Expert agrees to indemnify and hold harmless the Client and Client’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 Expert-Client Agreement, and (iii) any violation by Expert of a third party’s intellectual property rights.

9. Independent Contractor Status

9.1 The Expert is an independent contractor and an independent third party. The Expert is not an employee, agent, or representative of the Client or of OnFrontiers and, except where the Client, the Expert, and OnFrontiers enter into a Representation Rider, has no authority to bind the Client; nothing in this Agreement creates a joint venture, partnership, or employment relationship between any of them. As between the parties, OnFrontiers — not the Client — is responsible for compensating the Expert for Expert Work and for any related tax reporting (including IRS Forms 1099 and W‑9), as set out in the Expert Payment Policy.

10. Compensation and Payment

10.1 The Parties agree that OnFrontiers, Inc., a Delaware corporation (“OnFrontiers”), shall act as the Parties’ agent solely for the purpose of processing payment by the Client to the Expert for Expert Work performed by the Expert hereunder.

10.2 The Client shall pay for Expert Work performed by the Expert hereunder pursuant to the OnFrontiers Terms of Service then in effect, which the Customer accepts by entering into an Order Form (for a Guided Plan) or by subscribing on the OnFrontiers Website (for a Pro Subscription).

10.3 OnFrontiers will forward payment to the Expert for Expert Work performed by the Expert on behalf of the Client hereunder, pursuant to the terms of the Expert Participation Agreement entered into between the Expert and OnFrontiers. The Expert agrees that the Expert shall not be entitled to seek or receive payment for any Expert Work directly from the Client.

11. Term

11.1 The term of this Expert-Client Agreement shall commence when the Expert accepts an item of Expert Work for a Client — whether by accepting a booking for a Video Consultation, accepting a Written Response order, or confirming an Engagement Order — and shall automatically terminate upon completion of that Expert Work, or cancellation of the relevant booking, order, or Engagement Order by the Client, whichever occurs later.

12. Notices

Notices and other communications hereunder from one party to another shall be by email sent to hello@onfrontiers.com.

13. Governing Law; Jurisdiction and Venue

13.1 This Expert-Client 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 Client’s prior written consent.