INDUSTRY EXPERT CONSULTING AGREEMENT

BY ACCEPTING THE TERMS AND CONDITIONS OF THIS AGREEMENT (THE “AGREEMENT”), YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM. WE RECOMMEND THAT YOU PRINT A COPY OF THIS AGREEMENT FOR YOUR RECORDS.

FOR THE PURPOSE OF THIS AGREEMENT, THE TERM “EXPERT” SHALL REFER TO YOU.

This Agreement is entered into by CNMI China Market Intelligence, registered in the Netherlands with the Chamber of Commerce no. 17115662, and the Expert, as of the date the Expert submits his or her online registration as an Industry Expert (as defined below) to CNMI.

INTRODUCTION

CNMI provides an automated database (the “IEDB”) for use by CNMI Research staff (“Researchers”) in order to consult with subject-matter experts in various fields (“Experts” or “Industry Experts”) for a fee on an hourly basis. CNMI and the Expert desire to establish the terms and conditions under which the Expert will register with the IEDB and consult with Researchers from time to time. In consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties agree as follows:

1. Consults.

  1.1 Scheduling. From time to time, the Expert may be contacted through the IEDB to provide consultation services for a Researcher (a “Consult”). The Expert may accept or reject a Consult at his or her sole discretion. CNMI has sole discretion to determine which Expert the IEDB will identify for any Consult request from a Researcher and CNMI has no obligation to provide an Expert with a minimum number of Consults, if any.

  1.2 Standard of Conduct/Expert Guidelines. After the Expert has reached a verbal or written agreement with a Researcher, he or she (a) shall perform his or her obligations and provide his or her services in a professional manner and in good faith, and (b) shall abide by all CNMI rules, policies and guidelines applicable to Experts, as amended from time to time (collectively, “Expert Guidelines”), in addition to complying with the terms and conditions of this Agreement.

  1.3 Duration of Consult. The duration of each Consult shall be as agreed to in advance of the Consult by the Expert and the Researcher (the “Minimum Duration”); provided that the Expert and the Researcher may agree to extend a Consult beyond such Minimum Duration.

  1.4 Termination of Consult. The Expert or Researcher may terminate his or her participation in a Consult at any time. The Expert shall be entitled to compensation pursuant to Section 4 for Consults terminated by either the Expert or the Researcher more than five (5) minutes after the beginning of such Consult. The Expert shall not be entitled to compensation pursuant to Section 4 for Consults terminated by either the Expert or the Researcher within five (5) minutes of the beginning of such Consult.

  1.5 Confirmation. Following the completion of the Consult, the Expert will receive confirmation and certain other details regarding the Consult from the Researcher (the “Confirmation Proposal”), after which the Expert shall reply with his or her own confirmation of these details (the “Confirmation”).   If the Expert does not agree with the information contained in the Confirmation Proposal, such dispute shall be resolved pursuant to Section 1.6.

  1.6 Dispute Resolution. In the event there is a dispute between the Expert and a Researcher relating to a Consult, the Expert shall promptly notify the IEDB administration (the “Administration”) ( This e-mail address is being protected from spambots. You need JavaScript enabled to view it ) of such dispute, pursuant to which the Administration may request additional information concerning the Dispute from both the Expert and the Researcher. The Administration shall then notify the Expert and the Researcher in writing of its decision regarding the resolution of the dispute. Such decision shall be final and binding upon both the Expert and the Researcher. The Administration operates independently from CNMI or the Researcher for purposes of dispute resolution.

  1.7 Accuracy of Information. The Expert represents and warrants that all views expressed to Researchers will accurately reflect the genuine personal views of the Expert. The Expert shall not misrepresent his or her experience, position, expertise or knowledge to CNMI, its representatives or any Researcher. The Expert shall not deliberately present false information as facts, and shall strive to be as accurate as possible in the presentation of numbers or statistics.

2. Restrictions.

  2.1 Restricted Advice. The Expert shall not provide to any Researcher any investment advice, or ratings,  commendations or other discussion of the value of, or the merits of acquiring or disposing of, particular securities or groups of securities or derivatives related thereto, or any legal, medical, accounting or tax advice. The Expert shall not make recommendations, signal or otherwise express opinions about a company to any Researcher (i) while in possession of material nonpublic information concerning such company or (ii) based on confidential proprietary information belonging to or concerning another person or entity. The Expert agrees not to provide information to any Researcher that the Expert knows or has reason to believe is false or misleading. The Expert shall not disclose any trade secrets or confidential or proprietary information of any other party (all of the foregoing is collectively referred to as “Restricted Advice”)

  2.2 No Inducement. The Expert agrees not to induce any Researcher to: (a) provide any Restricted Advice; (b) disclose any material nonpublic information concerning any company, or make recommendations, signal or otherwise express opinions about a company while in possession of material nonpublic information concerning such company; (c) disclose any confidential or proprietary information belonging to or concerning another entity, or make recommendations, signal or otherwise express opinions based on such information; (d) breach any agreement, obligation or duty (including any company policy or procedure) to which such Researcher is subject; (e) violate any law, rule or regulation to which such Researcher is subject; or (f) act in a manner that presents a conflict of interest or an appearance of a conflict of interest for such Researcher.

3. Term. This Agreement shall commence on the date hereof and shall continue until terminated in accordance with the provisions of Section 5.

4. Compensation.

  4.1 Consult Fee. The Expert shall be responsible for providing his or her hourly rate for Consults to CNMI, although this rate may be negotiated by the Researcher prior to the Consult. The Expert and the Researcher will reach a verbal or written agreement of this rate before commencing the Consult (the “Hourly Rate”). The Expert shall be entitled to compensation for each Consult equal to the duration of the Consult multiplied by the Hourly Rate (the “Consult Fee”); provided that, except as provided in Section 1.4, in no event shall the Consult Fee be less than the Hourly Rate multiplied by the Minimum Duration. Within fifteen (30) days of CNMI’s receipt of the Confirmation, CNMI shall pay the Consult Fee to the Expert. The Consult Fee shall be payable in the currency and method specified and agreed upon by Expert and Researcher prior to commencement of a Consult, and is exclusive of all applicable federal, state and local taxes.

  4.2 Benefits. The Expert is an independent contractor and shall not be entitled to any benefits, coverages or privileges, including, without limitation, social security, unemployment, medical or pension payments, if any, made available to employees of CNMI.

5. Termination. Either CNMI or the Expert may terminate this Agreement upon written notice to the other party. In the event of such termination, the Expert shall cease to perform all Consults. The Expert shall be entitled to payment pursuant to Section 4.1 for Consults performed in accordance herewith prior to the date of such termination. Payments of the Consult Fee to the Expert shall constitute full settlement of any and all claims of the Expert of every description against CNMI. Sections 5 through 15 shall survive the termination of this Agreement. CNMI may, in its sole discretion, restrict the Expert’s access to the IEDB following the termination of this Agreement.

6. Confidential Information.

  6.1 Definition. “Confidential Information” shall include all information obtained by the Expert in connection with the Expert’s participation in the IEDB pertaining in any manner to Researchers, CNMI or its Affiliates, including, without limitation, information that the Expert learns in the course of a Consult.

  6.2 Restrictions on Use and Disclosure. From and after the date of this Agreement, the Expert agrees not to disclose to any third party or use for any purpose other than the performance of the Expert’s obligations hereunder Confidential Information unless authorized in writing by the entity providing such Confidential Information to the Expert, or required to do so by a court order or other governmental or regulatory body; provided that the Expert shall promptly notify CNMI and the applicable Researcher (if the applicable Confidential Information was disclosed by a Researcher) of such compelled disclosure and shall use all reasonable efforts to prevent or minimize the extent of such disclosure.

  6.3 Exceptions. The Expert’s obligations under this Section 6 shall not apply to any information that is or becomes known to the general public under circumstances involving no breach by the Expert of the terms of this Agreement.

7. Ownership of Consult Content.

  7.1 Consult Content. The Expert understands and agrees that Consult Content (as defined below) may be used by Researchers for purposes as bound by the Terms and Conditions that individual Researchers agree upon with CNMI, and that the Expert has no rights to any product, discovery, invention, idea or other intellectual property that may result either directly or indirectly from, or based fully or partially upon, a Researcher’s use of the Consult Content. To the extent necessary to accomplish the foregoing, the Expert hereby grants, and hereby agrees to grant, to the applicable Researcher a worldwide, non-exclusive, irrevocable, royalty-free, fully paid-up, transferable, license to use the applicable Consult Content for any purpose as decided by CNMI. “Consult Content” shall include all opinions, information, materials or other communications or content created by the Expert in connection with a Consult.

  7.2 Representation and Warranty. The Expert represents and warrants that all Consult Content will be the Expert’s original work product and that the Expert will be fully authorized to provide such Consult Content to the applicable Researcher.

8. No Conflict.

  8.1 Employment Obligations. The Expert represents and warrants that his or her engaging in activities in connection with the IEDB does not, and shall not, breach any of his or her employment obligations or any agreement that obligates him or her to keep in confidence any trade secrets or confidential or proprietary information of any other party or to refrain from competing, directly or indirectly, with the business of any other party or otherwise conflict with any of his or her agreements or obligations to any other party.

  8.2 Applicable Law. The Expert represents and warrants that his or her engaging in activities in connection with the IEDB does not, and shall not violate any law, rule, regulation or other obligation. The Expert further represents and warrants that the Expert is and shall be in compliance with all ethical standards and rules of conduct that apply to the Expert concerning the Expert’s activities in connection with the IEDB.

9. Liability and Indemnification.

  9.1 Limitation of Liability. THE EXPERT AGREES THAT, EXCEPT FOR CONSULT FEES DUE UNDER SECTION 4, CNMI, ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, RESEARCHERS, AGENTS AND OTHER REPRESENTATIVES SHALL NOT BE OBLIGATED TO THE EXPERT OR ANY THIRD PARTY FOR ANY CLAIMS, DAMAGES (INCLUDING WITHOUT LIMITATION FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES), LOSSES, COSTS (INCLUDING WITHOUT LIMITATION ANY AND ALL LEGAL FEES AND COSTS AND ANY OTHER EXPENSES INCURRED IN INVESTIGATING, PREPARING FOR, DEFENDING AGAINST, OR SETTLING ANY COMMENCED OR THREATENED LITIGATION, ARBITRATION, PROCEEDING OR CLAIM) AND OTHER EXPENSES ARISING DIRECTLY OR INDIRECTLY OUT OF OR FROM THE EXPERT’S ACTS OR OMISSIONS IN CONNECTION WITH THE IEDB (COLLECTIVELY, “CLAIMS”), including without limitation:
    (a)any inaccurate or incomplete information furnished as part of the Expert’s registration as an Industry Expert or any updates thereto;
    (b)any dishonest, fraudulent, negligent or criminal act or omission by the Expert in connection with the IEDB;
    (c)any breach by the Expert of any provision of this Agreement or the Expert Guidelines; and
    (d)any claim that the use of any Consult Content infringes on the rights of a third-party.

  9.2 Indemnification. The Expert agrees to indemnify, defend and hold harmless CNMI, its Affiliates, and their respective directors, officers, employees, consultants, agents and other representatives from and against any and all Claims relating to or arising out of the Expert’s role as an Industry Expert, the Expert’s interaction with any Researcher or any breach of this Agreement by the Expert.

10. Independent Contractor Status. The Expert shall perform all services under this Agreement as an “independent contractor” and not as an employee or agent of CNMI or its Affiliates. The Expert is not authorized to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, CNMI or its Affiliates or to bind CNMI or its Affiliates in any manner.

11. Entire Agreement. This Agreement and the Expert Guidelines, as amended from time to time, constitute the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.

12. Amendment. This Agreement may be amended or modified only by a written instrument agreed to by both CNMI and the Expert, provided that the Expert Guidelines may be amended from time to time in the sole discretion of CNMI by posting such updated Expert Guidelines on the CNMI website and providing notice of such update to the Expert.

13. Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with the laws of the Kingdom of the Netherlands, without regard to the conflict of law principles thereof.

14. Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, both parties and their respective successors and assigns, including any corporation with which, or into which, CNMI may be merged or which may succeed to its assets or business, provided, however, that the obligations of the Expert are personal and shall not be assigned to any third party.

15. Miscellaneous.

  15.1 Notice of Inability to Comply. The Expert shall notify CNMI immediately if and to the extent the Expert is no longer able to comply with this any term or condition of this Agreement and if any of the representations or warranties regarding the Expert ceases to be accurate as of any date while this Agreement is in effect.

  15.2 No Waiver. No delay or omission by CNMI in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by CNMI on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

  15.3 Captions. The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement.

  15.4 Unenforceability. In the event that any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.

  15.5 Notices. Any notice required to be delivered hereunder may be in written or electronic form and shall be effective upon receipt.