Last updated January 2009
It is important that you read and understand these Terms and Conditions before contributing to an Ergo project. By completing and submitting the Ergo registration form, you acknowledge that you have read and agree to be and remain bound by these Terms and Conditions.
Ergo maintains a network of professionals and consultants in various industries and specialties who educate and share insights with financial and business leaders and other professionals (individually, "Client" and collectively, "Clients"). As a consultant for Ergo, you shall be a non-agent independent contractor of Ergo, subject to these Terms and Conditions, as amended from time to time, and in that capacity shall not be acting on behalf of Ergo in a fiduciary capacity nor have an authority to act on behalf of Ergo. These Terms and Conditions supersede all prior Terms and Conditions between Ergo and contributing experts and any revisions thereto shall be made available to you upon request.
From time to time you may be invited to participate in consultations and/or respond to surveys or other requests for information from Ergo on behalf of Ergo Clients. You are always free to accept or decline invitations to participate in Ergo projects. You may only participate in Ergo projects if you are permitted to do so and have obtained any necessary consents or waivers from appropriate parties. If you are employed, and your employer's policies require you to receive explicit consent for your participation in Ergo projects, you agree to obtain such consent prior to participating.
Prior to accepting an invitation to participate in an Ergo project you should review employment agreements, employee manuals, codes of conduct, consulting agreements and other similar policies and agreements (in each case as applicable) to ensure you are able to participate. You should also consider contacting appropriate persons within your organization or the firm(s) you have consulted for to confirm that your participation is permissible and to receive any consents required.
If you are unsure about your ability to comply with these guidelines and restrictions, then you must decline to participate. By participating in an Ergo project, you represent that you have obtained all such necessary or appropriate consents and approvals.
YOU SHOULD NOT PARTICIPATE IN ANY PROJECT THAT WOULD RESULT IN A VIOLATION OF APPLICABLE LAW OR YOUR OBLIGATIONS TO THIRD PARTIES. Accordingly, you must decline any project or discontinue your participation in any project:
Except where specifically agreed upon by Ergo and the relevant company, consultants who are directors or employees of companies are not eligible to and should not participate in projects about such companies. If, by inadvertence, you receive an invitation to a project about a company of which you are a director, officer or other employee, you must decline the invitation and notify Ergo. Except where specifically agreed upon by Ergo and the relevant company, you confirm that you are acting in your individual capacity when participating on an Ergo project.
You further acknowledge that you understand that Ergo does not provide investment advice and you agree not to offer recommendations regarding the advisability of investing in, purchasing, or selling any specific security.
You agree that your work on Ergo projects does not make you eligible for any Ergo or Client benefits and you shall not identify the Client or Ergo as your employer.
At all times during your participation in Ergo projects, you will be expected to act in good faith, in a professional and workmanlike manner, to the best of your ability, and at all times consistent with these Terms and Conditions. It is your responsibility to ensure that you do not violate any law, regulation, agreement, or other obligation during or relating to your participation in Ergo projects. You are solely responsible for the content you contribute to projects.
Your participation in Ergo projects is always at your discretion. Ergo project participants are never obligated to accept a project and may decline to participate for any reason. Ergo makes no representation regarding the frequency or quantity of project invitations you will receive. Participation in Ergo projects is non-exclusive and there is no minimum time commitment unless otherwise agreed in writing.
Ergo appreciates that you may not want your name or contact information disclosed to unknown parties. By agreeing to the terms hereof, we and you agree that we will maintain the information you provide us upon registering and any additional information we collect through our interactions with you, for our own internal use and for presentation to Clients, except as otherwise set forth in these Terms and Conditions. If your information is gathered outside the United States, it may be transferred to Ergo's United States offices to be used for these purposes. Ergo will never sell your information to third-party marketers and similar organizations. We reserve the right to conduct a criminal background check on you, including through a third-party service, at our option.
While you are participating in Ergo projects and thereafter, you agree not to disclose to any Third Party (as defined below) or to attempt to use or personally benefit from any Protected Information (as defined below) that is disclosed to or known by you by your participation in Ergo projects. This obligation shall continue until such time as the Protected Information has become publicly available through no action of your own, except to the extent required by law. "Protected Information" shall include for purposes of this Non-Disclosure section: (i) the contents, question set, and existence of any project or proposed project, including without limitation the name of the Client entity or employee; (ii) information about actual or potential business, investment or trading decisions or transactions of any Client; (iii) any other confidential information of Ergo or its Clients, and (iv) any intellectual property, including without limitation any trade secrets, methodologies, know-how, or copyrighted information, of the Client or of Ergo. "Third Party" shall mean for purposes of this section any entity, organization or person other than the party who disclosed the Protected Information to you. 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 Protected Information to anyone other than Ergo, you will promptly and diligently notify Ergo and will cooperate fully with Ergo 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 an Ergo project prior to accepting an invitation for that project.
Some projects are collaborative, and in those projects you will be working with other Ergo consultants. You owe the same duty of non-disclosure to such other consultants as you would to any Client under these Terms and Conditions.
All Ergo materials that you receive are the proprietary property of Ergo, and all intellectual property rights therein are the property of Ergo except as specifically set forth in these Terms and Conditions.
Unless otherwise agreed in writing in advance of a project, any communication, material, or report you produce or transmit in the course of your work on such project for a Client must be your original work product, will be owned by such Client as a "work for hire" under the applicable laws, and may be used by such Client for any purpose permitted under that Client's agreement with Ergo. It is your personal responsibility to be sure that you have the right to share any messages, information, or other content you provide.
Without limiting the foregoing, you agree that each Client is free to use any ideas, concepts, know-how, or techniques contained in any communication you transmit to Ergo or directly 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 information you provide to a Client in the course of a project, and all intellectual property rights therein, shall be owned entirely by and shall be proprietary to the Client.
These Terms and Conditions are intended to benefit Clients and enable Clients to satisfy themselves that all projects will be carried out in accordance with applicable laws and will not lead to the improper disclosure of confidential information, including material inside information within the meaning of U.S. federal securities laws.
The scope of a proposed project will be outlined in an invitation to you from Ergo. You should not perform, and you will not be compensated for, preparatory research, follow up work or research, work outside the scope of the project as described in the invitation, or in-depth projects without our prior written authorization.
Ergo's payment system can accommodate consulting guidelines set forth by your employer, including joint payment to you and your employer, or direct payment to your institution. You must follow any existing employers' policies that may relate to payment by Ergo. Following the completion of a project, you may request payment you will be compensated at the rate you submitted on your approved and accepted application. The average processing time for payment is two weeks. Note that U.S. persons will receive a U.S. I.R.S. Form 1099 for any payments as required. You agree that all fees imposed on you by any banking institution to process any payment from Ergo shall be your sole responsibility.
Non-U.S. consultants may be asked to confirm such status. Please note that your contract will be with Ergo, a U.S. entity. Ergo clients will be the recipients of your services, which should not therefore be subject to value added tax.
In the event that you breach, or threaten to breach, any of the promises concerning Confidentiality of Ergo and Client Information, Access Rights, Contact with Clients, and Intellectual Property Rights within these Terms and Conditions, you acknowledge that Ergo's remedy at law will be inadequate and that Ergo 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 Ergo be liable to you or any other party for any damages resulting from or relating to your participation in a Ergo project, the performance of any services during the course of a Ergo project, or the business operations of Ergo, including without limitation for any indirect, special, incidental, consequential, or punitive damages.
Ergo agrees that for its part it shall not seek to impose on any individual consultant any liability for damages based on his or her performance of services hereunder, including without limitation for any indirect, special, incidental, consequential, or punitive damages so long as such damages do not relate to or arise out of the failure of the consultant to comply with these Terms and Conditions, including the guidelines and restrictions contained herein, or conduct or activity by the consultant that constitutes gross misconduct.
You agree to hold Ergo harmless and indemnify Ergo from and against any and all claims, liabilities, losses, costs, damages, or expenses, including without limitation reasonable attorneys’ fees, incurred by Ergo relating to any cause of action, claim, suit, demand, action or proceeding brought by a third party against Ergo that arise out of connection with: (i) any inaccurate or incomplete information furnished as part of your registration with Ergo; (ii) any information or materials provided by you or provided in connection with any Ergo project to the extent the provision of such information or materials was in breach of any express or implied terms of any contract, court order or of any other obligation legally binding upon you or was in breach of any relevant Third Party obligation; (iii) any dishonest, fraudulent, negligent, wrongful, unlawful, or criminal act or omission by you in connection with your participation on an Ergo project, or (iv) any deviation by you from any of these Terms and Conditions or any failure to perform your duties, obligations, and responsibilities hereunder or to comply with applicable laws or regulations.
Any dispute, controversy or claim, whether in tort, contract or otherwise, that arises from or relates to these Terms and Conditions, including whether the claims asserted are arbitrable, shall be exclusively and finally determined by a single-arbiter arbitration held in New York City 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 Federal Arbitration Act. 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 Ergo's right to seek injunctive relief in any court of competent jurisdiction as provided for in these Terms and Conditions.
These Terms and 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.
The invalidity or unenforceability of any provision of these Terms and Conditions shall not for that reason alone affect the validity or enforceability of any other provision of these Terms and Conditions.
The provisions of the sections of these Terms and Conditions entitled Confidentiality of Ergo and Client Information, Access Rights, Intellectual Property Rights, Reliance by Clients, and Agreement Details shall survive any termination or expiration of these Terms and Conditions.
You represent that your participation in Ergo projects does not violate or conflict with any agreement, obligation or duty you may have to any other person or entity.
You agree to notify us immediately if and to the extent you are no longer permitted to participate in Ergo projects.
You agree to regularly update the biographical information you have provided to Ergo, including before you accept each project.
You agree to participate in projects in good faith and in all cases consistent with these Terms and Conditions and the guidelines and restrictions contained herein.
You represent that you have the capacity to enter into these Terms and Conditions and to be bound by them.
By accepting these terms and conditions, you acknowledge that you are making express representations to Ergo and Clients that you will abide by all of your obligations and responsibilities as set forth in these Terms and Conditions.