Expert-Client Agreement

This Expert-Customer Agreement is OnFrontiers’ standard agreement governing the direct relationship between a Customer and an Expert in connection with a Scoped Engagement performed via the OnFrontiers Platform. It does not apply to Video Consultations or Written Responses, which OnFrontiers provides to the Customer under the OnFrontiers Terms of Service. Where a Customer confirms an Engagement Order and an Expert performs the Scoped Engagement, the terms of this Agreement apply. Where a Guest or other individual receives the Expert Work under the Customer’s authority, the Customer remains the contracting party and is responsible for them.

OnFrontiers is a party to this Agreement for the limited purpose of Section 10 (Compensation and Payment). OnFrontiers does not itself provide, and assumes no liability for, the Expert’s advice or Work Product, and has no liability or obligation under this Agreement other than its settlement obligation under Section 10. A Customer and Expert may agree additional or alternative terms with respect to the legal relationship between them only in a writing which is acknowledged and agreed by the Customer, the Expert, and 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 (“Customers”); and

WHEREAS, a Customer has booked an Expert through the OnFrontiers Platform to provide certain Expert Work to the Customer, 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), Customer and Expert hereby agree as follows:

1. Definitions

1.1 Unless defined herein, capitalized terms used in this Expert-Customer Agreement shall have the meanings assigned in the OnFrontiers Global Definition Schedule published at https://onfrontiers.com/policies/standard-definition-schedule, which is incorporated herein by this reference.

2. Expert Work

2.1 Expert will provide Customer such Expert Work as Customer may book and pay for through the Platform, pursuant to the terms of this Expert-Customer Agreement, and the OnFrontiers Community Standards published at https://onfrontiers.com/policies/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 this Expert-Customer Agreement or Expert’s obligations to the Customer hereunder. Expert will not disclose any information to Customer, 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.

2.4 Expert further represents and warrants that: (a) the Expert has no conflict of interest or organizational conflict of interest with respect to the Customer’s matter, and will decline or discontinue work that would create one; (b) the Expert is in compliance with all applicable government and post-government employment and ethics restrictions, and has disclosed to OnFrontiers any current or former government employment or contractor status; (c) the Expert is not the subject of United States sanctions and is not excluded, suspended, or debarred from participation in United States government programs, including under the OFAC Specially Designated Nationals list or the GSA System for Award Management; and (d) the Expert will complete any conflicts screening or attestation, and any Customer-required screening, that OnFrontiers requires before the Scoped Engagement is confirmed. These representations are given to the Customer and to OnFrontiers and to their respective successors and assigns.

3. Creation and Ownership of Work Product

3.1 All Work Product delivered by Expert to Customer, including without limitation written reports, charts, graphs, tables, and illustrations, will be original work created solely by Expert. To the extent any Work Product delivered by Expert to Customer 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 Customer without full legal authority (by license or otherwise) to do so.

3.2 All Work Product created by Expert for or on behalf of Customer shall constitute work made for hire and shall belong, as between Expert and Customer, exclusively to Customer.  To the extent that any Work Product delivered by Expert to Customer does not constitute work made for hire, Expert hereby assigns to Customer, free and clear of all encumbrances and Customer shall own, as between the parties, all right, title and interest (in the United States and all foreign countries) in such work product, including any and all moral rights therein. To the extent that Work Product incorporates any content owned by a third-party, Expert represents and warrants that such content shall be duly and correctly attributed to its owner. Expert represents and warrants that any Work Product delivered by Expert hereunder, will not result in the infringement of any patent, copyright, trade secret, or other proprietary right of any third person.

4. Confidentiality

4.1 Confidential Information. “Confidential Information” has the meaning given in the OnFrontiers Global Definition Schedule. The Customer and the Expert each acknowledge that, in connection with Expert Work, they may receive Confidential Information of the other and of the Customer’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 Customer or Customer’s clients. Expert shall use the Customer’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 Customer’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 Customer’s Confidential Information without the Customer’s prior written consent.  (d) Expert shall be fully and directly responsible and liable to the Customer for any breach of the confidentiality terms of this Agreement by any persons receiving access to the Customer’s Confidential Information through or on behalf of the Expert.  (e) The Customer shall at all times retain title to Customer’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 Customer, 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 Customer’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 Customer’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 Customer prompt notice of any order or demand requiring such disclosure (unless prevented from doing such by its terms) and, if requested  by the Customer shall, at the Customer’s cost and expense, make a reasonable effort to cooperate in the Customer’s efforts to obtain a protective order or otherwise protect the confidentiality of such Confidential Information.

4.5   Each of Customer 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 Customer in writing, Expert will not publicly or privately disclose, other than to OnFrontiers employees or third parties expressly approved by Customer in advance (i) the fact that Expert is providing, has provided, or in future may provide Expert Work to Customer, or (ii) the nature of the subject areas, issues or questions in connection with which Customer 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, save that with respect to trade secrets, the obligations shall continue for so long as they remain trade secrets.

5. Exclusivity & Conflicts-of-Interests

5.1 Unless the Customer and the Expert agree an Exclusivity Commitment as described in Section 5.2, the Expert’s engagement by the Customer under this Expert-Customer Agreement is non-exclusive. The Expert remains free to provide Expert Work and other services to third parties, including in the same subject areas, and the Customer may engage other service providers.

5.2 Conflicts; Exclusivity Commitment. Independent of any exclusivity arrangement, the Expert will comply at all times with the conflict-of-interest obligations set out in Sections 2.3 and 2.4 and with those the Expert owes OnFrontiers under the Expert Participation Agreement, including the duty to decline work that conflicts with the Customer’s matter, and will cooperate with the per-engagement conflicts screening OnFrontiers conducts as described in the Engagement Terms. In addition, the Customer and the Expert may agree an Exclusivity Commitment, recorded in the confirmed Engagement Order, under which the Expert will work exclusively with the Customer on a specified bid, pursuit, or other matter for a stated period. An Exclusivity Commitment is separately negotiated, may carry an adjusted scope, level of effort, or Expert Fee, is limited to the matter and period recorded, and expires automatically at the end of that period. OnFrontiers gives effect to a recorded Exclusivity Commitment in matching and conflicts screening as provided in the Engagement Terms.

6. Compliance with Applicable Law

6.1 Customer 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 Customer information which is as accurate and up-to-date as possible. However, Customer acknowledges that information which Customer obtains from Expert may be inaccurate, incomplete, misleading, or otherwise unsuited to the purposes for which Customer uses it. Customer 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 Customer, Customer’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 Customer 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.

7.3 Liability cap. Except as provided in this Section, each party’s total cumulative liability to the other arising out of or relating to this Expert-Customer Agreement, whether based in contract, tort (including negligence), indemnification, or any other theory of liability, will not exceed the greater of the amounts paid and the amounts payable under the Engagement Order for the Scoped Engagement giving rise to the claim. This limit does not apply to: (a) a breach of Section 4 (Confidentiality); (b) infringement or misappropriation of a party’s intellectual-property rights; (c) fraud, gross negligence, or willful misconduct; or (d) the Customer’s obligation to pay for Expert Work as provided in Section 10. Nothing in this Section limits liability that may not be limited under applicable law.

8. Indemnification

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

9. Independent Contractor Status

9.1 The Expert performs the Scoped Engagement as an independent contractor of the Customer, and is not an employee of the Customer or of OnFrontiers. The Expert is engaged in the Expert’s own independent business, retains the right to perform services for others, controls the manner and means by which the Scoped Engagement is performed, and is responsible for the Expert’s own taxes and for any obligations arising from the Expert’s own personnel. The Expert is not an agent or representative of the Customer or of OnFrontiers and, absent the Customer’s separate written authorization, has no authority to bind the Customer. Nothing in this Agreement creates a joint venture, partnership, or employment relationship between any of them. OnFrontiers is not the Expert’s client, and settles payment as provided in Section 10.

9.2 Classification. The Customer is responsible for its determination to engage the Expert as an independent contractor for the Scoped Engagement, including any classification evaluation the Customer performs or requires. If the Expert is determined by a court, agency, or the Customer’s own evaluation to be an employee of the Customer for any purpose, the Customer will indemnify and hold harmless OnFrontiers from and against any claims, liabilities, taxes, contributions, penalties, and reasonable costs arising from that determination, including wage-and-hour, tax, withholding, and benefits claims, except to the extent arising from OnFrontiers’ own acts or omissions.

9.3 Payrolling contingency. If a classification evaluation performed or required by the Customer, or a determination described in Section 9.2, means the Scoped Engagement cannot properly continue on an independent-contractor basis, the engagement may be transitioned to a third-party payrolling provider designated by OnFrontiers, on terms to be agreed among OnFrontiers, the Customer, and the Expert. This Section is permissive and obligates no party to effect such a transition.

10. Compensation and Payment

10.1 The Parties agree that OnFrontiers, Inc., a Delaware corporation (“OnFrontiers”), shall act as the Parties’ settlement agent solely for the purpose of collecting from the Customer, and settling to the Expert, amounts payable for Expert Work performed under this Agreement. OnFrontiers reports the amounts it settles as required by applicable tax law, including by issuing Internal Revenue Service Form 1099-K where applicable, and the Customer is not required to issue an information return to the Expert for amounts OnFrontiers settles.

10.2 The Customer 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 settle payment to the Expert for Expert Work performed under this Agreement in accordance with the Expert Participation Agreement and the Expert Payment Policy, regardless of when OnFrontiers receives payment from the Customer. The Expert Fee is the amount the Expert receives, and OnFrontiers’ Platform Fee is charged to the Customer separately as set out in the Engagement Order. The Expert agrees that the Expert shall not be entitled to seek or receive payment for any Expert Work directly from the Customer.

11. Term

11.1 The term of this Expert-Customer Agreement commences when the Expert confirms an Engagement Order for a Scoped Engagement and terminates automatically upon completion of that Scoped Engagement, or upon its closure or cancellation as provided in the Engagement Terms, whichever occurs later. This Agreement does not apply to Video Consultations or Written Responses.

12. Notices

Notices and other communications hereunder to OnFrontiers shall be by email sent to hello@onfrontiers.com. Notices and other communications hereunder between the Customer and the Expert shall be given through the Platform, or by email to hello@onfrontiers.com for relay by OnFrontiers, and are effective on delivery through the Platform or on OnFrontiers’ confirmation of relay.

13. Governing Law; Jurisdiction and Venue

13.1 This Expert-Customer 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.

13.3 The Customer and the Expert may agree in writing, for a particular Scoped Engagement, a different forum or dispute-resolution mechanism for disputes between them, and this Section 13 applies as their default absent such agreement. No such agreement binds OnFrontiers, or varies Section 10, without OnFrontiers’ written agreement.

14. Assignment and Sub-Contracting.  This Agreement shall not be assigned or sub-contracted, in whole or in part, by Expert without the Customer’s prior written consent.