Expert Engagement Terms & Conditions (Private & Confidential)
1. Definitions
• True Knowledge refers to the brand and operations of True Knowledge, a private limited
company
registered in India, including its digital platforms and subsidiaries.
• Client means any organization, along with their appointed representatives, that you engage
with
via True Knowledge.
• Exchange refers to any professional interaction—whether remotely or in person—with a
Client,
including consultations, surveys, written reports, emails, or advisory relationships regardless of
the
mode such as but not limited to Email, Zoom, Phone Call, Focus Group Discussion etc.
2. Expert Onboarding & Background Information
As part of your onboarding process, you agree to provide accurate, up-to-date, and non-misleading
information regarding your background, areas of expertise, and professional history. This includes
links
to professional profiles and summaries of prior roles. You further agree to notify True Knowledge of
any
material updates or corrections to your information.
True Knowledge may, at its discretion, share portions of this background with Clients to assess
suitability for upcoming exchanges.
3. Participation Eligibility
By agreeing to these terms, you confirm that:
- Your involvement with True Knowledge does not breach any obligations to third parties, including
your employer or former employers.
- You have secured all necessary approvals or waivers to participate.
- You are acting in an independent contractor capacity and not as an employee, partner, or legal
representative of True Knowledge.
4. Pre-Engagement Responsibilities
Engagement opportunities may be shared with you by True Knowledge, but such notifications are
exploratory
in nature and do not guarantee selection. You are free to decline any proposed exchange without
providing a reason.
You must decline to participate if:
- It would breach any law, regulation, or agreement you are bound by.
- There is a conflict of interest or breach of confidentiality.
- You are directly or indirectly involved in a tender offer or similar acquisition activity.
- You have been the subject of sanctions, regulatory investigations, or legal action for fraud or
misconduct.
If a proposed Client is a competitor of your current employer, or if there is any perceived conflict,
you
are required to decline participation and inform True Knowledge.
5. Engagement Conduct Guidelines
While participating in an exchange, you agree to:
- Share information that is true and correct to the best of your knowledge and abilities.
- You allow True Knowledge and/or its clients to record the meeting for their internal reference.
- Avoid discussing any confidential, insider, or non-public information.
- Not disclose trade secrets, restricted data, or information you are obliged to keep
confidential.
- Refrain from providing investment, legal, medical, financial, or other professional advice.
- Avoid discussing financial or accounting details related to companies you worked with in the
past 6
months.
- If serving as a public official, refrain from discussing policies, laws, or matters you have
influence over.
- Not share confidential or non-public data from active clinical trials.
- Comply with all anti-corruption and anti-bribery laws, including relevant Indian legislation and
international equivalents.
Clients reserve the right to terminate an exchange within the first 10 minutes if your input is not
aligned with the consultation’s purpose. In such cases, you will not be compensated as the call will
be
treated as cancelled.
Should you identify any professional, ethical, or regulatory issue during an exchange, you are
expected
to discontinue immediately and inform True Knowledge.
6. Post-Engagement Obligations
After your introduction to a Client through True Knowledge:
- You agree not to pursue or solicit any business or employment relationship with the Client
unless a
prior, independent relationship already existed or True Knowledge has given explicit consent.
- You must notify True Knowledge in writing of any such relationship formed.
You also agree to provide reasonable support in responding to regulatory inquiries related to your
participation.
7. Invoicing and Payment
Prior to any consultation, you will receive a confirmation email from True Knowledge detailing the
registration and payment process.
Following completion of an exchange:
- A follow-up email will confirm session details and fee arrangements.
- Upon completing the required post-call steps, your consultation fee will be processed within 30
business days to your chosen payment method.
- The fee will be on a 30 minute minimum and prorated thereafter calculated based on the agreed
hourly
rate/honorarium.
8. Confidentiality & Proprietary Information
You may gain access to proprietary or confidential data during your engagement, including:
• Client identity and details,
• The subject and existence of exchange,
• Strategic or investment-related insights.
You agree not to disclose or misuse this information, nor use it to trade or influence decisions
related
to any securities or business dealings. You must not reference your affiliation with True Knowledge
or
any Client in public forums or marketing materials.
9. Interaction with Third Parties
If you communicate with third parties before or after an exchange:
- You must comply with your confidentiality obligations.
- You may not compensate third parties for information.
- You must clearly state that you are acting on behalf of a third party (without disclosing the
Client’s identity).
You must not approach third parties to gather information related to the exchange.
10. Intellectual Property
If you submit written work or materials during an exchange:
- You confirm that you own or are licensed to share such material.
- You grant the Client a non-exclusive, perpetual, royalty-free, global license to use and modify
the
content.
- You indemnify True Knowledge and its Clients against any claims alleging infringement of
intellectual property rights (limited to subject matter discussed during the exchange).
11. Term & Termination
This Agreement is effective upon your acceptance and remains valid unless terminated by either party
with
written notice.
Termination does not affect the enforceability of post-engagement obligations, including
confidentiality, intellectual property, and communication restrictions.
12. Limitation of Liability
True Knowledge shall not be liable for any direct or indirect damages arising from your
participation,
not limited to personal injury, death or fraud.
13. Enforceability & Third Party Rights
This Agreement may be enforced by True Knowledge and its Clients, who are direct beneficiaries. No
other
third party is entitled to rely on or enforce these terms.
If any part of this Agreement is found invalid or unenforceable, the remaining provisions shall
continue
in effect.
14. Governing Law & Entire Agreement
These terms are governed by Indian law. All disputes shall be subject to the exclusive jurisdiction
of
courts located in India.
This Agreement constitutes the full understanding between you and True Knowledge and supersedes all
prior arrangements. Any changes must be made in writing and agreed upon by both parties.
