Terms and Conditions

HLTH Expert Network, LLC 

Expert Member Terms & Conditions

Last Updated October, 2020

 

Your membership and participation in the HLTH Expert Network (as defined below) is subject to the following terms and conditions (this “Agreement”). As used herein, the terms “we”, “us”, “our”, and “HxN” mean HLTH Expert Network, LLC, the sole owner and operator of the HLTH Expert Network. By checking the box and signing your name below, you agree to be bound by this Agreement, as modified by us from time to time in our sole discretion. This Agreement supersedes any prior agreements between you and us. Any breach by you of this Agreement may result, among other things, in immediate termination of your membership and participation in the HLTH Expert Network.

To the extent permitted by applicable law, we may change the terms of this Agreement at any time. If we change this Agreement, we will give you prior notice as required by applicable law. If you do not agree to any changes, you must notify us of your intent to terminate your membership and participation in the HLTH Expert Network in accordance with the “Termination” section below. If you do not notify us and/or continue to participate in the HLTH Expert Network after we notify you of changes, you will be deemed to have accepted the changes.

Overview

The “HLTH Expert Network” is a network of practitioners, professionals, and academics in the healthcare industry that provide consulting services to HXN’s clients (each, a “Client” and collectively, “Clients”). HXN’s Clients may include institutional investment firms, consulting firms, banks, corporations and others who require information, advice, or other consultative services relating to the healthcare industry. Based on Clients’ needs, we will contact appropriate members in HLTH Expert Network (each, an “Expert” and collectively, “Experts”) to ascertain whether they are suitable and available for consulting projects (“Projects”), which may include telephone consultations, teleconferences, online surveys, meetings, discussion groups or other services.

General Requirements

You may become an Expert and participate in a Project only if all of the following compliance conditions are satisfied:

  1. Your membership and participation would not present any conflict of interest.
  2. Your membership and participation would not cause you to breach any agreement with or other legal obligation to any person or entity (including, but not limited to, your current or previous employer, or any person or entity to which, or through which, you provide or have provided consulting services).
  3. Your membership and participation would not cause you to violate any duty or obligation of any kind to, or policy or code of conduct of, any person or entity (including, but not limited to, your current or previous employer, or any company to which, or through which, you provide or have provided consulting services).
  4. Your membership and participation would not result in the disclosure of any confidential or proprietary information (including trade secrets) which you have an obligation to keep secret.
  5. Your membership and participation would not result in any communication or disclosure to any third party of any material non-public information concerning any public company or security.
  6. Your membership and participation would not violate any applicable law, rule or regulation.

 

Expert Membership Policies

Investment Guidance

HxN is not a registered investment adviser (as defined in the Investment Advisers Act of 1940, 15 U.S.C. § 80B-1, et seq., and the rules and interpretations promulgated thereunder) and cannot transact business as an investment adviser or give investment advice. You agree not to provide to HxN or to any Client any investment advice (as defined under applicable law) including, without limitation, opinion or advice concerning the value of any security or the advisability of buying, selling or otherwise investing in any security.

Healthcare Professionals

If you are a healthcare professional, you agree not to disclose any patient or other information prohibited to be disclosed under The Health Insurance Portability and Accountability Act of 1996 (HIPAA) Privacy and Security Rules or other similar laws, rules or regulations, or to dispense any medical advice at any time during the course of your service as an Advisor. You shall promptly notify us by emailing your primary point of contact at HxN if, in your reasonable opinion, a Client is seeking to speak to you for any purpose other than to conduct research or seek information based on your expertise (e.g., attempting to obtain medical services or market products or services to you). You agree that you shall at all times comply with federal and/or state anti-bribery/kickback/corruption laws and other federal and state laws restricting gifts to and relationships with prescribers. You further represent to HxN that you are duly licensed in all jurisdictions in which you are currently practicing, and that you are not listed on the List of Excluded Individuals/Entities issued by the Office of the Inspector General of the U.S. Department of Health and Human Services, the System for Award Management (SAM) and/or the Debarment List of the U.S. Food and Drug Administration. You agree that you will promptly notify HxN in the event that any of the representations in this paragraph cease to be true. You understand and acknowledge that certain of our Clients may need to comply with federal and/or state reporting requirements including, without limitation, the Physician Payments Sunshine Act, a federal requirement applicable to manufacturers of drugs, biologics, devices and medical supplies to report any payments made to physicians and teaching hospitals to the Department of Health and Human Services (HHS) on an annual basis. If you participate in a Project for a reporting Client, you agree to provide information for this purpose including, among other things, a unique identifier such as your National Provider Identifier (NPI). You agree that all information that you provide for this purpose will be accurate and complete and acknowledge that such information as well as other information about you and the payment you received may be published on a publicly available and searchable website.

Clinical Trial Participants and Consultants

If you have participated in a clinical trial or provided consulting services to a person or entity, you may have duties or obligations to treat certain related information as confidential. You must satisfy those duties and obligations and any other policies and requirements of such person or entity, your institution(s) and trial sponsors. Under no circumstances may you disclose or discuss any confidential information learned in the course of your consulting or clinical trial participation, including patient experience information and trial results, until such information has been made public or your confidentiality obligations cease with respect to such information. If you are a Data Safety Monitoring Board or Clinical Trial Steering Committee member on an ongoing clinical trial, you may not discuss the ongoing trial phase until it is completed and the results are made public.

 

Attorneys, Accountants, Auditors or other Professionals

If you are an attorney, accountant, auditor or other professional, you agree not to consult about any clients you currently represent or disclose any information or opinions that would breach any legal or ethical duty you or your firm owes to past or present Clients. If you are currently an auditor or formerly an auditor, you agree not to consult about companies or other organizations that you currently audit or have audited within the last three years. If you are an attorney, accountant, auditor or other professional in current practice, you represent that you have all applicable licenses to practice in the jurisdictions in which you currently practice, and that, where applicable, you are in good standing as a member of the Bar or other similar professional board to which you are subject. You agree not to provide any legal or professional services to a Client during a Project for that Client.

 

Legal Privilege

In the event that a Client initiates a Project involving its legal counsel, it is possible that the Client may wish to assert a claim of legal privilege concerning the Project. Under these circumstances, Client’s legal counsel may ask you to enter into a separate written engagement agreement with them for your services (an “Engagement Agreement”). Any such request may only come through HxN and you may only choose to accept following HxN’s prior written approval in its sole discretion.  So approved, an Engagement Agreement shall control over any inconsistent terms in this Agreement with respect to your relationship and obligations to such Client with respect to the Project. Such Engagement Agreement shall be treated as a separate agreement in the “Application to Terms and Conditions” paragraph below and shall not modify your obligations to HxN or third parties, under this Agreement or otherwise.

 

Anti-corruption; false or misleading information 

You shall not violate any applicable anti-bribery/kickback/corruption laws, and shall not offer, give or promise to give any gift, payment, consideration, financial or non-financial advantage to another person directly or indirectly in connection with a Project or this Agreement. You further agree not to accept or agree to accept any gift, payment, consideration, financial or non-financial advantage in exchange for obtaining or retaining business or improperly performing a relevant function. You agree never to disseminate false or misleading information or inaccurately represent your experience, education, employment or knowledge to us or any Clients. You further agree not to mislead or misrepresent yourself to a person for any reason directly or indirectly related to a Project or this Agreement including, without limitation, for the purpose of gathering information from such person for a Project.

 

Prior Misconduct

You represent that you have not been convicted of or charged with any felony. You represent that you are not, and have not been, the target or subject of any regulatory or enforcement proceeding brought by any securities, commodities or other financial regulatory authority, professional-regulatory organization or other law enforcement body. You represent that you have not been debarred, excluded, suspended or otherwise not permitted to participate in U.S. government or state programs, including, without limitation, under the Office of Inspector General’s List of Excluded Individuals/Entities (LEIE), Specially Designated Nationals List of the Office of Foreign Assets Control of the U.S. Department of the Treasury, or the System for Award Management (SAM). Should your status change with respect to any of these representations, you shall immediately inform HxN.

 

Project scope 

All Projects and changes to Projects must be pre-approved by HxN in writing. You agree to promptly notify us in the event you or a Client changes or proposes to change the scope of a Project, and shall not proceed with the updated project without our prior written approval, so that we may update our pricing or Project fees (including compensation paid to you) in response to such requested change.

 

No Shows / Failure to Perform

In the event you cannot attend any scheduled meeting with a Client, you agree to immediately notify HxN and such Client and reschedule with such Client if possible. Your failure to attend any scheduled Client meeting without notice constitute grounds for immediate dismissal from the HLTH Expert Network.

 

Confidentiality

You agree to keep confidential your engagement with HxN and our Clients and the information (including the content and substance of any information or opinion) that you transmit to HxN or our Clients. You agree not to disclose or to attempt to use or personally benefit from (e.g., use to trade securities or make investment decisions) any Restricted Information (as defined below) that is disclosed to or known by you because of your participation in the HLTH Expert Network until such time as the Restricted Information has become publicly available through no action of your own, except to the extent required by law or as expressly permitted by HxN for the purpose of facilitating a particular Project. 

The following should be considered strictly confidential: (1) the identity of Clients (e.g., do not list Clients on your resume or website); (2) information about Projects; (3) information about any actual or potential business, investment or trading decisions, or transactions of any Client; or (4) any other nonpublic or proprietary information of HxN or its Clients (collectively, “Restricted Information”). 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 Restricted Information to anyone, you will promptly notify HxN, unless prohibited from doing so by the express terms of a government subpoena or court order, and will cooperate fully with HxN in protecting such information to the extent possible under applicable law. Upon request by HxN or the applicable Client, you agree to return or destroy all Restricted Information in your possession.

 

Conflict of Interest

You are responsible for compliance with all applicable laws, rules and regulations, and with any contractual relationships or fiduciary duties that are binding on you. You agree to decline participation in this or any consultation with HxN or any Clients that presents or may present a conflict of interest or an appearance of a conflict of interest. A conflict of interest could include any activity that may violate a legal, professional or fiduciary obligation that you may have to any other person or entity. You represent that you are not subject to any contract or agreement that would prevent you from engaging in a consulting relationship with HxN or any Clients. You agree to notify HxN in writing prior to any call or in-person meeting with a Client should there be any concerns regarding a prior agreement to which you are a party or any conflict of interest concerns.

 

Sources of Information 

You agree that the information you provide to HxN or any Client: (a) shall not be material, non-public information; (b) shall not have been obtained through any act of misappropriation or unlawful means; and (c) shall not violate any obligation of confidentiality or other duty you owe to the source of the information. You agree not to engage in any discussions about material information with, or obtain material information from, directors, officers, employees or consultants, or any persons who have held such status during the prior six (6) months, of a publicly traded company (a “Public Company”) that you are researching for, or will be discussing with, HxN or a Client (each a “Client”). Information is “material” if a reasonable investor would consider it important in deciding whether to buy, hold or sell a security. We understand that in the future, you may, from time to time, have legitimate business reasons to speak with the Client in connection with business relationship with the Client independent from HxN, including your position as its competitor, customer or provider. Nothing in this section is intended to prohibit those conversations. You represent, however, that you have not received material information about the Client within the previous 6 months and that you will not share material non-public information with HxN or its Clients.


Non-Disclosure of Confidential or Material Non-Public Information

A. You agree to keep confidential all materials and information that you obtain in connection with Consultations (“Confidential Information”). Confidential Information, whether written, electronic, oral or otherwise, includes all materials and information pertaining to HxN and Clients, including information relating to the operation, business, products, services, projections, market goals, financial affairs, intellectual property, and trade secrets of HxN and its clients, as well as Client names and contact information, HxN employee and consultant names and contact information, and information pertaining to Consultations for Clients (including the content and substance of any information or opinion supplied by you, and any questions asked or inquiries made by Clients). You agree to also keep confidential your participation as a Consultant of HxN and Clients. You agree to hold all Confidential Information in strict confidence and not to disclose or use (for your benefit or the benefit of others) any Confidential Information for any purpose other than to provide Consultations pursuant to your engagement by HxN. 

B. You agree not to transmit information to HxN or any Client if doing so would result in a violation of any law, regulation or duty that you owe to a third party. Further, you agree not to transmit information if you reasonably believe that someone breached a duty of confidence by disclosing the information to you, and you agree not to transmit information if the source of the information believes that you agreed to hold such information in confidence.

C. You agree not to transmit to HxN or any Client any material non-public information (or similar concept as defined under any applicable law or regulation) concerning any Public Company. By offering your knowledge to HxN or any Client, you represent that you have sufficient knowledge to make a reasonable determination of what constitutes material, non-public information, and that, when in doubt, you will refrain from passing along such information.

Information is “material” if a reasonable investor would consider it important in deciding whether to buy, hold or sell a security. If the disclosure of information would affect the market price of a security, that information is likely to be material. Examples of information that is likely to be material include: mergers and acquisition negotiations; significant changes in management; changes in debt ratings; significant litigation or governmental investigation; changes in earnings estimates or actual earnings; changes in dividend policies; labor negotiations; and preliminary indication of a new product or other major development. Information need not relate specifically to the issuer of securities (e.g., earnings news) in order to be material. Information about the market for a security could also be material. For example, knowledge that an investor intends to buy or sell a large amount of a security, or knowledge that a firm intends to recommend buying or selling a security could easily be material if it can be expected to affect the market for the security.

Information is “non-public” if it has not been disseminated in a manner making it available to investors generally. Information becomes public when one can identify a fact that shows the information to be generally available, such as publication in Dow Jones, Reuters Economic Services, the Associated Press, United Press International, The New York Times, The Wall Street Journal, or a publication of general circulation. Disclosure to a small group of people, such as brokerage firm research analysts or institutional investors, does not make information public.

 

Compliance with Law

In transmitting information to HxN or any Client, you agree to abide by all relevant laws, regulations and professional standards of care. You understand that the information provided to HxN or its Clients can be used for investment and other business purposes. Further, you represent that you have never been: (a) convicted of a felony; or (b) the subject of an investigation by a securities regulator or other regulatory authority (state, federal or foreign); or (c) a defendant in any proceeding where fraud or violation of laws or regulations including the taking of a false oath, the making of a false report, perjury or bribery, or conspiracy to commit any such offense, is alleged. If you hold a professional license, you represent that the license is valid and that you have not been subject to any disciplinary actions with respect to that license by any state, federal, foreign, or professional body in the past five (5) years.

Intellectual Property

You are solely responsible for the content that you share or create in connection with your performance of services hereunder. You represent that you own or have obtained any necessary licenses or permissions for any materials, regardless of form or format (hereafter, “IP”), that you provide to HxN, Clients or third parties in connection with your performance of such services. Unless otherwise agreed upon with the applicable Client in writing, any IP that you create in connection with any Client Project shall be solely owned by the Client who requested the Project and that Client may use such IP for any purpose permitted under applicable law and that Client’s agreement with HxN. Any inventions, discoveries or improvements that are based in any way on any IP you create for a Client in the course of a Project, and all intellectual property rights in such inventions, discoveries or improvements, shall likewise be owned solely and entirely by the Client. Notwithstanding the foregoing, any IP that you created or obtained prior to, or independently of, any Project (hereafter, “Expert IP”) remains your property. However, unless otherwise agreed upon with the applicable Client in writing, with respect to any Expert IP that you share or otherwise provide to a Client in connection with a Project, you shall automatically grant that Client a perpetual, world-wide, royalty-free, and transferable license to use such Expert IP. Unless otherwise agreed upon with the applicable Client in writing, without limiting the foregoing, you further agree that each Client is free to use any ideas, concepts, know-how, or techniques contained in any IP you share with or otherwise provide to that Client for any purpose whatsoever, including, but not limited to, devising, manufacturing, promoting and selling products and services using such information.

 

Nonsolicitation; Exclusivity

Unless otherwise agreed upon in writing, membership in the HLTH Expert Network is non-exclusive and there is no minimum time commitment. As a condition to participation in the HxN, for Clients to whom you are first introduced to through HxN, for a period of one year from the most recent Project with or introduction to such Client, you agree not to solicit, propose, or agree to any consulting, advisory (including directorships), or employment arrangement with such Client, either directly or indirectly, without the written permission of HxN. 

This provision does not prohibit you from being retained by a Client to provide legal advice. 

For a period of one year after the termination of your relationship with HxN, you also agree not to knowingly solicit for employment any employee of HxN or any Clients to whom you were first introduced through HxN.

 

Payments

You will be paid based on your customary consulting fees, as agreed by you and us. You may change your consulting fee rate only upon written notice to us and the new rate shall be applicable only to Projects that occur after our receipt of your written notice and our agreement to the consulting fee rate. You may not reveal your billing rates and financial arrangements to Clients without HxN’s prior written consent. 

Our payment system may accommodate consulting guidelines set forth by your employer, including joint payment to you and your employer, direct payment to your institution or payment to a charity of your choice. You may be required to provide HxN your tax identification numbers and will receive a U.S. Internal Revenue Service Form 1099. We will make payments to you following the completion of Projects. You must submit invoices for payment within 45 days after completion of any Project to get paid.

 

Member Information

You agree to provide HxN with accurate and complete biographical information, including your current job status and at least five years of employment history, and to promptly update that information as it changes. HxN or its Clients 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 HxN Expert Profile, are your “Member Information.” 

While HxN may revise Member Information on your behalf based upon information provided by you or other available sources, you are solely responsible for maintaining and updating your Member Information and ensuring its accuracy. You agree not to accept any Project or consult with any Client unless your Member Information is accurate, complete, and current. You understand that HxN, Clients, and HxN’s third-party partners are entitled to rely on your Member Information. 

You agree that HxN may, if it so chooses, verify your identity, conduct a background check on you, including through a third- party service, seek to confirm your employment history and education credentials, as well as check for any criminal history. HxN may also seek to verify the accuracy of the invoices you submit and confirm the substance of your discussions with Clients. You agree to cooperate with HxN as it conducts background checks and other verifications. 

Clients may be required, by law or their own compliance policies, to disclose certain details of their interactions with you, including your name and the amount you were paid (“Required Client Disclosures”). You authorize Clients, or HxN on their behalf, to make Required Client Disclosures and you agree to provide any additional information necessary to complete any Required Client Disclosures.

You consent to HxN contacting you by email, telephone, SMS, or otherwise, to process and administer details of your membership in the network, to provide you with opportunities to participate in Projects or other activities, to assist with required approvals and consents for Project participation, to comply with applicable laws and Client compliance policies, and to tell you about HxN’s business. 

 

Data Protection

HxN will process your member information in accordance with HxN’s Privacy Policy. In the course of providing services, complying with its own contractual and regulatory obligations, and operating its business, HxN may process personal data in accordance with applicable data protection laws. Further information about HxN’s processing activities can be found in the HxN Privacy Policy, which is available on the HxN website. 

The HxN Privacy Policy may be updated or revised from time to time without prior notice. You are encouraged to review the HxN Privacy Policy periodically. 

In the event that you disclose the personal data of any third party to HxN, you shall, to the greatest extent permitted under applicable law, draw the attention of that third party to the HxN Privacy Policy, prior to making such disclosure. 

You agree to process personal data you receive from HxN in accordance with the applicable provisions of this Agreement and the HxN Privacy Policy. 

 

Independent Contractor Status 

You understand that you will perform the Projects strictly as an independent contractor of HxN, and that your status as an HxN Expert does not create an employment relationship between you and HxN, or between you and any Client. You will be paid either by HxN or by a Client directly, depending on the particular arrangement HxN has with the Client. 



Third Party Beneficiary

You acknowledge that any Client for whom you perform services hereunder is an intended third party beneficiary of this Agreement and has the same rights and expectations as HxN with respect to any breach by you of your obligations hereunder.


Indemnification 

You acknowledge that HxN merely serves as a matchmaker between you and any Clients that engage you on a Project, and that HxN does not participate in and has no control over Client calls and other Project activities. Consequently, you understand that HxN needs to protect itself from liability that results from fraudulent, unethical, illegal or other harmful or negligent activities or misconduct that may occur during such Projects. You agree to fully indemnify and hold harmless HxN and its affiliates and assigns and each of its and their officers and employees from and against any losses, costs, suits, claims and proceedings (including reasonable attorneys’ fees and court costs) to the extent you materially breach the Agreement, engage in fraudulent, unethical, illegal or other harmful or negligent activities or misconduct, and such activities or misconduct resulting in actual losses or expenses by HxN.  

 

Severability 

The invalidity or unenforceability of any provision of this Agreement shall not for those reasons alone affect the validity or enforceability of any other provision of this Agreement. 

 

Survival of Certain Provisions 

The provisions of this Agreement shall survive any termination or expiration of this Agreement. 

 

Termination 

Subject to your obligation to complete Projects for which you are engaged, you have the right to withdraw from the HxN at any time and for any reason upon notice to HxN, and HxN has the unlimited right to terminate or limit your membership in the HxN at any time and for any reason. Upon termination of this Agreement, HxN will pay you all compensation then owing and unpaid.

 

Arbitration, Governing Law, and Venue 

The validity, interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of New York without regard to the conflicts of laws principles thereof. ANY DISPUTE, CONTROVERSY OR CLAIM ARISING FROM OR RELATING TO THESE TERMS AND CONDITIONS SHALL BE FULLY AND EXCLUSIVELY FINALLY SETTLED BY AN ARBITRATION HELD IN NEW YORK CITY UNDER THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION IN EFFECT FROM TIME TO TIME. YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHTS YOU MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUCH DISPUTE, CONTROVERSY OR CLAIM RELATING TO THIS AGREEMENT. The arbitrator may grant any remedy that he or she deems just and equitable within the scope of this arbitration agreement, except that he or she may not, under any circumstance, grant a remedy inconsistent with or in violation of the Limitation of Liability. The award of the arbitrator shall be final and binding and judgment thereon may be entered in any court having jurisdiction. You hereby unconditionally and irrevocably submit to the jurisdiction of the federal and state courts of New York.

Limitation of Liability

YOU AGREE THAT UNDER NO CIRCUMSTANCES WILL HxN BE LIABLE TO YOU OR TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO YOUR SERVICES AND OTHER CONDUCT AS AN HxN CONSULTANT, OR YOUR INTERACTIONS WITH HxN OR CLIENTS. HxN SHALL NOT BE LIABLE FOR ANY CLAIMS AGAINST YOU BY THIRD PARTIES. HxN’S AGGREGATE LIABLITY TO YOU FOR ALL CLAIMS SHALL BE LIMITED TO THE AMOUNT OF FEES PAYABLE TO YOU BY HxN DURING THE TWELVE MONTHS PRIOR TO THE DATE THE MOST RECENT OF SUCH CLAIMS ACCRUED.   


Miscellaneous 

This Agreement, any exhibits and schedules hereto, and any other documents referred to herein, constitute the entire agreement and understanding between you and HxN regarding the subject matter of this Agreement. This Agreement and any of its terms may be changed, amended, waived, discharged or terminated only in writing signed by both you and HxN. The headings in this Agreement are for reference purposes only and shall not limit or otherwise affect any of the terms of this Agreement.