ORP EXPERT COUNCIL

- TERMS AND CONDITIONS OF MEMBERSHIP -

THIS IS A BINDING CONTRACT. PLEASE READ CAREFULLY. BY REGISTERING AS AN EXPERT WITH ORP, YOU WILL ALSO BE AUTOMATICALLY CONFIRMING YOUR AGREEMENT WITH THE TERMS AND CONDITIONS OF THE MEMBERSHIP AS PER BELOW.

The terms and conditions in this version of the agreement document supersede all prior versions of the Terms & Conditions previously in effect between The Operational Risk Practice Pte. Ltd. (ORP) and , Inc. and/or its subsidiaries and affiliates (collectively, know an “The Operational Risk Practice Pte. Ltd.” or “ORP®) and you. These terms and conditions supersede the terms and conditions of the ORP2b marketplace in the event of any conflict. ORP2b represents ORP’s “peer-to-business” marketplace platform.

A. OVERVIEW AND ACTIVITIES

The ORP Experts Council (ORPEC) represents a niche group of professionals and consultants across various industries, with domain expertise in the areas of Risk, Compliance and Transformation. ORPEC members agree to operate as independent consultants with ORP to help meet the needs of ORP’s clients and customers across the globe either by onsite project / training engagements, offsite project / training engagements, teleconsultations, placements (fulltime, part-time contracts). Where any ORPEC member becomes an employee of ORP by mutual agreement, ORP and the said member will enter into a separate legal agreement for fulltime / part time employment based on mutual agreement. ORPEC members may be invited to participate in other activities of ORP and ORP2b which may include – writing articles and posting the same under ORP branding in social media, blogs or newsletters; participating in networking activities, planning sessions and industry conferences/events.

By signing these Terms & Conditions, you:

• Represent, that you have understand the principles, rules and expectations of ORPEC members and represent that you are permitted to join and become a member of ORPEC;
• Confirm that you are not prohibited, or limited in any way, from participating in ORPEC by any contract (e.g., employment, consulting, confidentiality, or non-disclosure agreements), your current employer’s policies or codes of conduct if you are employed, or any similar policies or obligations that limit your conduct in any way;
• Confirm that you have obtained all necessary consents or waivers (e.g., the consent of your employer, any company or organization for which you have consulted, or any affiliated academic or government organization) to participate as an ORPEC Member;
• Confirm that you will immediately report any conflict of interest once you are made aware of the same and contact ORP to determine the best way to deal / respond with/to the same. Conflicts could include those with past employers and or other engagements;
• Understand that it is your responsibility to determine whether you are permitted to join ORPEC as a member.
• Agree to act in good faith, ethical, professional and responsible manner and in accordance with these Terms & Conditions and applicable law. When engaging in Projects or Platform Activity, you agree to abide by any obligations you may have that limit what you can discuss or the scope of your participation in ORPEC;
• Acknowledge and agree to the following: (i) you are a non-agent independent contractor of ORP; you have no authority to act on behalf of ORP and or ORP2b; (iii) you are not eligible for any ORP Client employment benefits based on your participation in ORPEC;
• Will not identify any Client or ORP as your employer;
• Are joining ORPEC in your individual capacity and not as a representative or on behalf of any other company or organization (such as past or present employers), except as otherwise agreed in writing between such organization and ORP;
• Agree that ORP can use its discretion to decide whether you can become a member of ORPEC or not.
• Agree during the course of your participation in ORPEC that you will not disclose confidential information, which includes:
• Any information disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects (including without limitation documents, Business plans, Client / key prospect details, methods, trademarks, copyrights, methods, tools, templates, sub-contractor/consultant/associate details, templates, formulae, software codes, algorithms, models, processes, prototypes, samples, and equipment), which is designated as “confidential,” “proprietary” or some similar designation;
• Material, nonpublic information, relating to ORP, ORP2b, ORPEC or to any ORP Client, prospect with whom ORP is in active discussions with, other company, security, industry, industry association;
• Sensitive information that you may have been made aware of during the course of your discussions/interactions with ORP and its clients, partners, employees, consultants, ORP2b and ORPEC;
• Proprietary information, including trade secrets, copyrighted information, business information, belonging to past or present employers, companies for whom you have consulted, or any other third party;
• Information that you have a duty or have agreed to keep confidential (e.g., by contract, fiduciary duty, etc.);
• Information that was disclosed to you or to which you were permitted access under the assumption or expectation that you keep it confidential;
• Information you believe may be confidential or that has been specifically marked as confidential in writing, email exchanges/correspondence or verbally during discussions.

Additionally, you will not disclose any information that you are otherwise prohibited from disclosing under applicable law or which might result in your breach of any regulatory, legal, ethical, or professional standard or rule.

If you are in any way unsure about your ability to comply with these Terms & Conditions, then you must seek clarification or decline to be a member of ORPEC.

You further agree to the following:

• if you are an employee or director of a company, you will not (i) discuss or disclose any information about that company (such as its performance, strategy, processes, operations, or products), (ii) accept or engage in any Projects or Platform Activities about that company, or (iii) consult for any Client you reasonably believe to be a direct competitor of that company in each case without the express written consent of the company and ORP;
• if you are an auditor or former auditor, you will not consult about organizations that you or your employer currently audit or have audited in the last three years;
• if you have worked in the accounting or finance department of a company within the last year, you will not discuss accounting or financial issues relating to that company or its affiliates;
• You will not accept any compensation other than that provided by ORP for your work performed for Clients without first obtaining the express written consent of ORP.

You represent that you have not been:

• accused or convicted of, plead guilty to, or admitted committing, a felony or any offense involving dishonesty, theft, breach of fiduciary duty or deception (e.g., theft, fraud, etc.);
• subject to an order, judgment, action, or investigation of a court or any national or state regulatory or self- regulatory organization, relating to a violation of laws;

While ORP reserves the right to verify this independently you agree to notify ORP immediately, if your status changes with respect to any of these representations.

You agree to provide ORP with accurate and complete personal and professional information, including your current job status and at least two years of employment history, and to promptly update that information as it changes.

You hereby grant us and the Project Owner and our respective officers, employees and agents the right to collect your personal data and to make use of the same (which is held or will be collected in the future), for the purposes of fulfilling your obligations in this contract, and for specific marketing purposes.

ORP may ask you for other information about yourself, including your ability, availability, or suitability to consult on particular topics or in general. Collectively, such information about you, as well as any information in your ORPEC profile and any photographs or images you choose to add to your profile, are your ORPEC information. You are solely responsible for updating your Member Information and ensuring its accuracy with ORP by informing ORP. You agree not to accept any Project unless your ORPEC Member Information is accurate, complete, and current. ORP, its clients and ORPEC members rely on your updated information.

Any materials, regardless of format, that you submit, upload to a GLG website, or otherwise provide to a Client or to ORP (collectively, “Content”) is your intellectual property or you confirm that you have obtained any necessary permissions to use such Content. You are solely responsible for your Content, and you agree not to submit Content that is unlawful, defamatory, misleading, infringes on the rights of another, or otherwise violates these Terms & Conditions

You agree that ORP may contact you by email, telephone, SMS, or otherwise, to process and administer details of your membership in the ORPEC, to provide you with opportunities to participate in Projects or other Platform Activity, to assist with required approvals and consents for Project participation. If you terminate your participation in the ORPEC, ORP will use reasonable efforts to cease email and telephone contact with you. You agree that GLG may also use and analyze your information to administer, support, improve, market, promote, and develop the business of ORP, its affiliates, and their respective business partners while you are a ORPEC Member and thereafter.

You agree that ORP may disclose your information to Clients and non-Client third parties for the purpose of promoting ORP’s business, including without limitation by displaying such information on ORP’s platform/websites, print media, and other materials (collectively, “Marketing Materials”). You may opt-out of this promotional use by contacting ORP. If you opt out of this promotional use or terminate your participation in the ORPEC, ORP will use reasonable efforts to discontinue creating and distributing Marketing Materials that contain your information. Notwithstanding the foregoing, any such opt- out will not apply to your submissions of Syndicated Content or Publications, or participation in ORP events.

You agree that ORP may disclose your information in response to legal process, to protect ORP’s or a Client’s rights, as otherwise required by law, or for the prevention or detection of a crime or fraudulent conduct.

Your participation in Projects and Platform Activities is always at your discretion. ORP makes no representation regarding the frequency, quantity, or type of invitations to Projects or Platform Activities you will receive or in which you will be chosen to participate.

All projects/engagements with you will be covered under a separate (from this document) signed Master Services Agreement (MSA, which will be executed once and govern various projects you undertake with ORP) and related Statement of Work (SOW) documentation.

You may not assign Projects or Platform Activities or delegate any portion of your work to others (including without limitation to any other employees of your firm) including third parties, without ORP’s prior written consent.

All interactions must be set up through ORP or ORP2b. If a Client contacts you without having arranged the Project through ORP or ORP2b, and you consult with the Client, you are not eligible for payment from ORP, even if the call / specific project is a follow-up to a recent / earlier Project that was arranged through ORO. Clients are not authorized to expand the scope of a Project except to the extent ORP has agreed otherwise in writing.

You agree not to solicit ORP’s employees, associates, consultants, independent consultants, partners, clients, key prospects with whom the parties are in discussion with (based on introduction by the Receiving or the Disclosing party), customers of clients (refers to relevant business units/areas within a company where projects have been jointly executed or where there are active discussions in progress) for recruitment, any other assignment and or placement either in their firm or related third party. This clause remains valid for 24mths from the date of termination of this agreement.

If and with the written authorization of ORP, you interact with a person who is not in ORP or ORPEC in connection with any Project, you agree to advise such person that you are not seeking, and do not want, any confidential information, including material non-public information, and that he/she must comply with his/her existing obligations to any third parties, including past or present employers.

You acknowledge that you are aware of, and will comply with applicable laws on anti-corruption/anti-bribery laws in general. Therefore when performing work on behalf of ORP or its Clients you shall not offer, promise, or pay any money, gift, or any other thing of value to any person:

• for the purpose of influencing official actions or decisions, while knowing or having reason to know that any portion of this money, gift or thing shall, directly or indirectly, be given, offered, or promised to (i) an employee, officer, or other person acting in an official capacity for any government (or its instrumentalities), government.
• for the purpose of obtaining or retaining business or inducing any person to cease to act in good faith, impartially, or in accordance with a position of trust; or
• to improperly induce such person to provide you with information.

You acknowledge that ORP in its sole discretion may determine your eligibility for any tiers of Member Programs or other programs that may exist from time to time. Certain tiers of Member Programs or other programs may require an additional written agreement, which supplements these Terms & Conditions.

You represent that any materials, regardless of format, that you submit, upload to a GLG website, or otherwise provide to a Client or to GLG (collectively, “Content”) is your intellectual property or you have obtained any necessary permissions or licenses to such Content. You are solely responsible for your Content, and you agree not to submit Content that is unlawful, threatening, defamatory, profane, deceptive, misleading, infringes on the rights of another, or otherwise violates these Terms & Conditions.

If ORP selects you for a Project, any Content you create in connection with that Project (“Project Content”) is solely owned by the agreement between ORP and the Client and may be used by such either party for any purpose permitted under that Client’s agreement with ORP, which may include reproduction, disclosure, transmission, publication, broadcast, and posting, unless otherwise agreed in writing by ORP and the Client. Content you create independently of, or prior to, any Project (“Retained Content”) remains your property and you retain all rights, title, and interest in and to such Retained Content; however, you grant OPR and or the Client a perpetual, world-wide, royalty-free, and transferable license to use any Retained Content included in any Project Content. Without limiting the foregoing, you agree that each Client is free to use any ideas, concepts, know-how, or techniques contained in any Content you transmit to that Client for any purpose whatsoever. Any improvements that are based in full or in part on any Content and information you create for a project shall be owned in accordance with the agreement between ORP and the Client.

In the event that you breach, or threaten to breach, any of the obligations contained in the terms of use of ORP websites or the Sections of these Terms & Conditions titled titled, Confidentiality of ORP and Client Information, or Intellectual Property or Non-Solicitation of Clients, you acknowledge that ORP’s and/or Clients’ remedies at law will be inadequate and that Client and/or ORP will be entitled to an injunction to prevent your prospective or continuing breach and to maintain the status quo pending arbitration provided for below.

These Terms & Conditions, as well as any claims arising from or related thereto, whether in tort, contract or otherwise, are governed by Singapore Law.

The provisions of the sections (including subsections) of these Terms & Conditions entitled Non-Solicitation of Clients, Member Information, Privacy, Intellectual Property, Confidentiality of ORP and Client Information, shall survive any termination or expiration of these Terms & Conditions.

Subject to your obligation to complete Projects for which you are engaged, you have the right to withdraw from the ORPEC at any time upon a minimum of one months notice to ORP, and ORP has the right to terminate or limit your membership in the ORPEC and Member Programs at any time and for any reason by giving you a minimum of two weeks notice.