Gerson Lehrman Group Usage Policies
Gerson Lehrman Group (“Gerson Lehrman Group” or “GLG”) offers clients access to subject matter experts (such services, the “Services”) through The Gerson Lehrman Group Councils, a network of industry professionals, consultants and other individuals (“Council Members”) who are industry consultants to its clients. GLG delivers the Services referenced on a Schedule(s) to the entity or groups specified on such Schedule(s) according to the terms and conditions listed below and on such Schedule(s). Any Services provided to you by GLG hereunder (at GLG’s sole discretion) in the absence of a Schedule shall be for your sole use under the terms and conditions listed below, unless otherwise mutually agreed. These Usage Policies, together with any Schedule(s) for Services hereunder, if any, is referred to herein as the “Agreement”. Gerson Lehrman Group arranges Projects (as defined below) with Council Members who are instructed to provide education and insights based on their experience and non-confidential information. Council Members are also instructed not to reveal, and you shall not knowingly seek out from them, any material nonpublic information or confidential information concerning any company or entity with which they have or have had a consulting, advisory, employment or other relationship. You understand that a Council Member’s capacity to consult may be limited by other research collaborations or obligations they may have to entities or institutions with which they are affiliated or employed. To the extent you know about any such limitations or obligations, you agree to respect them in your interactions with Council Members. You confirm that you shall not knowingly or recklessly use the Services to access Council Members who are employed by a company reasonably considered a direct competitor of yours or, if applicable, one of your business units, actively managed portfolio companies, affiliates or subsidiaries or the client you are acting on behalf of and will decline any discussion with any such Council Member. You agree that you will not at any time use Services in violation of law or in violation of your obligations to third parties.
You agree not to speak with Council Members to market your products or services (or products or services of your business units, actively managed portfolio companies, affiliates or subsidiaries, or the client you are acting on behalf of; collectively, “your products”) to them, or in any manner to encourage or influence Council Members to use, purchase, prescribe, arrange for the purchase or use, refrain from the use or purchase, recommend to others the purchase, prescription or use or the refraining from the purchase, prescription or use of, any particular products or services. You further understand and agree that you cannot select particular Council Members as a means to compensate them for their past or future use of your products. You hereby represent and warrant to Gerson Lehrman Group that in the event you choose to speak with Council Members who use your products, you are speaking with them in order to benefit from the insight or scientific expertise of such Council Members, and not for any of the purposes prohibited in this Agreement. You further agree to defend and hold Gerson Lehrman Group harmless and free of all liability and costs of defense (including reasonable attorneys fees) that result from your actions except to the extent that any such liability results directly from the recklessness or willful misconduct of Gerson Lehrman Group.
You understand that Council Members are not permitted to provide advice or recommendations on stocks or other investments. Council Members who are lawyers have no attorney-client relationship with you, and Council Members that you consult with do not represent you. Council Members who are lawyers may provide general legal information, but they cannot provide legal advice. For example, you may not ask Council Members who are lawyers for their advice on what you should do in your particular situation. If you desire legal advice, you should engage legal counsel. You expressly waive any objection to a Council Member who is a lawyer representing, either now or in the future, any third party whose interests may be materially adverse to you, to the extent that your objection is based upon such Council Members participation in a Project for you. If you have any questions regarding the foregoing, you may wish to consult legal counsel before contacting the Council Member. Similarly, Council Members who are doctors are not permitted to provide medical advice and Council Members who are accountants are not engaged by you and have no fiduciary duties to you.
These policies are intended to enable the Council Members to satisfy themselves that all consultations will be considered the provision of education and/or insight rather than professional, legal or investment advice, and that you agree not to hold Council Members responsible for the accuracy or completeness of the information they provide you. You understand that each Council Member who works on a Project for you is an intended beneficiary of these usage policies and the covenants and agreements made by you in this Agreement.
RESPONSIBILITIES OF COUNCIL MEMBERS
Council Members are independent contractors to Gerson Lehrman Group who have agreed to comply with the Terms and Conditions of Council Membership in substantially the form available from time to time at https://tutorial.glgresearch.com/tutorial/terms (the “Terms and Conditions”). Council Members each agree, among other things, to treat your inquiries and the information you may provide them as confidential until such information becomes known to the public generally and except to the extent that disclosure may be required by law or legal process. Council Members also agree to act in accordance with applicable laws and agreements or obligations that they may have. The Terms and Conditions expressly provide that Gerson Lehrman Group clients are intended third party beneficiaries to the Terms and Conditions.
Council Members are required to decline to participate in a Gerson Lehrman Group “Project” (i.e., a survey, consultation, seminar or other event, consulting arrangement, publication, or other written materials) if the Council Member is an employee of a company being examined in that Project or if the Council Member’s participation in the Project presents a conflict of interest. In addition, a Council Member must not participate or continue in a Project if doing so would breach any agreement they may have with or other obligation to any institution, employer, person, or other entity.
You acknowledge and agree as an express condition of your participation in the Services that no Council Member shall have, and you agree to release each from, any liability resulting from any Project or interaction with you, and you further agree to defend and hold Council Members harmless and free of all liability that results from your actions except to the extent that any such liability results directly from the recklessness or willful misconduct of such Council Member.
RESPONSIBILITIES OF GLG
Gerson Lehrman Group agrees to maintain the confidentiality of all confidential information supplied to Gerson Lehrman Group by you or observed by Gerson Lehrman Group or its employees regarding your inquiries with Council Members until such information becomes known to the public generally except to the extent that disclosure may be required by law, regulation or legal process. Your information will be held by Gerson Lehrman Group in the United States and may be transferred between and among the Gerson Lehrman Group companies around the world. Gerson Lehrman Group agrees not to use any such information or materials except as contemplated by this Agreement for the purposes of providing Services to you (including using your Project description, but not your identity, to recruit Council Members, and to enroll new Council Members, for your Projects) and not to take any other action inconsistent with the confidential nature of such information and materials. Your confidential information excludes any information GLG gathers as part of its efforts to profile Council Members and any anonymized and aggregated information about Services provided to its clients, which GLG owns and may use for purposes unrelated to Services provided in this Agreement. In the event that Gerson Lehrman Group becomes aware of or reasonably believes that an employee acted in violation of these policies in any material respect, Gerson Lehrman Group shall promptly notify you and will cooperate as reasonably requested by you to curtail such violation.
GLG agrees that any custom surveys or custom reports produced at your request and direction in connection with a Project are created for you as “work made for hire” pursuant to US Copyright law, and in the alternative, are assigned, transferred, and conveyed to you including but not limited to all intellectual property rights associated therewith except as set forth in this Agreement.
Gerson Lehrman Group relies on Council Members to provide accurate biographical or other descriptive information about themselves, and is not responsible for the content of Projects or the quality of Council Member services. You acknowledge and agree that Council Members are not employees of Gerson Lehrman Group but are independent contractors delivering services to you hereunder pursuant to the Terms and Conditions. Accordingly, Gerson Lehrman Group cannot ensure that the information provided by Council Members is correct or complete, and shall have no liability whatsoever arising from the actions or omissions of Council Members including, but not limited to claims by third parties relating to the actions or omissions of Council Members, the sole exception being Gerson Lehrman Group may be liable to you to the extent of its recklessness or willful misconduct in carrying out its responsibilities as set forth in the Responsibilities of GLG section of this Agreement.
LIMITATIONS ON USE
You agree to keep business information and trade secrets of the Gerson Lehrman Group and the participation of specific Council Members confidential until such information becomes known to the public generally (through no fault of yours or anyone acting at your direction) and except to the extent that disclosure may be required by law, regulation or legal process. You further agree to process any personal information Gerson Lehrman Group provides to you in accordance with: (i) applicable privacy and data protection laws; and (ii) any restrictions imposed by Gerson Lehrman Group, in writing and in advance, with respect to the processing of such personal information. You also agree not to knowingly process personal information received from Gerson Lehrman Group in a manner that is likely to place Gerson Lehrman Group in breach of its obligations under applicable privacy or data protection laws .
You agree that your use of Services will be limited on a per Schedule basis to the entity or group(s) that are identified as users on the applicable Schedule, and may not be used by affiliates, portfolio companies, or other individuals or groups within your company or any third party, unless mutually agreed upon. You may use and apply in your business the opinions and insights you obtain during Projects, but you may not identify or quote Council Members or attribute insights or opinions to Council Members or GLG without the prior written consent of Gerson Lehrman Group. You may use Services only in strict accordance with this Agreement, and you agree that you will not use Services to compete directly or indirectly with Gerson Lehrman Group or any of its Services. You agree that any written or online materials/deliverables provided to you in connection with a Project or the Services are for your own use and you may not redistribute, disseminate, publish, or display such material/deliverable, in whole or in part, to any third parties without the prior written permission of Gerson Lehrman Group, except to your regulators and professional advisors on an as needed basis. If you wish to produce materials/deliverables for redistribution, in whole or in part, in a manner not permitted by this paragraph, such Services may be separately contracted for and provided pursuant to a separate Schedule.
GLG understands that you have many relationships in place, however, for Council Members you first encounter through the Gerson Lehrman Group, you specifically agree not to knowingly employ or engage them, directly or indirectly, as a director or advisory board member or for consulting of a similar nature to that available through Gerson Lehrman Group, including in-person visits, surveys, telephone consultations or any other interaction, and not to purchase or license any content from them, without the involvement of or prior written permission from Gerson Lehrman Group for a period of one year from the most recent Project with or introduction to such Council Member or through the end of your commercial relationship with GLG, whichever is later. For purposes of this paragraph, “introduction” to a Council Member shall mean the identification of such Council Member to you for a Project or by virtue of your access to the Services. You agree not to compensate any Council Member for work on your Projects except through Gerson Lehrman Group. You agree that nothing in this Agreement shall prevent Gerson Lehrman Group from supplying Services to other parties or you from using preexisting relationships or relationships developed independently of your relationship with GLG.
LIMITATION OF DAMAGES
In no event shall either party be liable to the other party, or to any third party, for any lost profits, incidental, consequential, punitive, special, or indirect damages arising out of or in connection with the Services or this Agreement, even if advised as to the possibility of such damages, regardless of whether the claim for such damages is based in contract, tort, strict liability or otherwise. Notwithstanding the foregoing, Gerson Lehrman Group shall be entitled to recover for specific business opportunities lost as a result of your knowing or reckless breach of your obligations under the Limitations on Use section of this Agreement.
The Agreement shall be governed by and construed in accordance with the laws of the State of New York. Violation by you of Gerson Lehrman Group policies as set forth herein may, without limitation, result in immediate termination of your research subscription with the Gerson Lehrman Group. The release, indemnification and confidentiality provisions, along with the Limitations on Use, Limitation of Damages and Miscellaneous sections, and your obligation to pay outstanding fees under a Schedule shall survive any termination or expiration of this Agreement. Neither party shall be responsible for any cessation or delay in the performance of its obligations due to causes beyond its reasonable control including, but not limited to, fire, accident, labor difficulty, strike, riot, war, civil commotion, act of God, equipment or system failure or changes in any federal, state or local laws, statutes, rules, regulations or ordinances. A party whose performance has been halted or delayed by any such uncontrollable event shall use its reasonable efforts to overcome or correct the uncontrollable event and to resume performance. There are no implied rights or remedies, statutory or otherwise, not specifically set forth in this Agreement and the Schedules thereto. There are no third party beneficiaries to this Agreement except as expressly set forth herein. This Agreement contains the whole and entire agreement between the parties with respect to all previous understandings and agreements, oral or written, between the parties relating to the provision of Services, and replaces and supersedes any such previous understandings and agreements prior to the effective date of this Agreement.
Unless otherwise stated in your Schedule for Services, the fees to be paid pursuant to such Schedule do not include any amount of sales, use, excise, gross receipts or other transaction or revenue based taxes applicable to the sale, use or delivery of services by GLG to you, and you shall be responsible for the payment of any such tax, without regard to whether Gerson Lehrman Group has separately stated, collected, and/or remitted any applicable tax.
Any dispute, controversy or claim, whether in tort, contract or otherwise, that arises from or relates to these Usage Policies, 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 JAMS in effect from time to time The claims shall be governed by laws of the State of New York, without regard to New York’s conflict of law rules, and 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. Arbitrations arising from the same or related claims may be consolidated in one arbitral proceeding.