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.