EXPERT CONNECT TERMS AND CONDITIONS

These Expert Connect Terms and Conditions (“Terms and Conditions”) are binding on each individual (the “Expert”) who registers to use the Expert Connect platform owned and operated by Patexia, Inc., a Delaware corporation with a place of business at 100 Wilshire Blvd. Suite 700, Santa Monica, CA 90401 (“Company”), to pursue Opportunities (as defined below) and govern the use of such platform by the Expert.

BY ACCEPTING THESE TERMS AND CONDITIONS, EITHER BY CLICKING A BOX INDICATING ACCEPTANCE OR BY PERFORMING SERVICES UNDER THESE TERMS AND CONDITIONS, EXPERT AGREES TO THESE TERMS AND CONDITIONS. IF EXPERT DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, EXPERT MUST NOT ACCEPT THESE TERMS AND CONDITIONS AND MAY NOT USE THE PLATFORM.

Definitions. The following capitalized terms shall have the following meanings when used herein:

1.1 “Accepted Opportunity” is an Opportunity for which an Expert has been selected and which the Expert has accepted.

1.2 A “Client,” or collectively “Clients,” means a client of the Company who requires expert witness services for pending or actual litigation, or similar legal matters.

1.3 “Expert Credentials” means an Expert’s name, contact information, credentials, experience, resume, curriculum vitae (CV), all other information Expert enters onto the Platform or otherwise supplies the Company, and other information in the Company’s possession which may be necessary in order for a Client to evaluate Expert’s ability to provide the Services.

1.4 An “Opportunity” means an opportunity posted on the Platform requesting expert witness services on behalf of a Client.

1.5 “Platform” means the online platform currently known as Expert Connect provided by Company that enables (a) experts to search, browse, and apply for Opportunities, and (b) Clients to post Opportunities and to select experts from a pool of applicants to meet their needs for expert witness services on a project-by-project basis.

1.6 “Services” means the services requested by Client for an Accepted Opportunity.

1.7 “Time Entries” means a description of Services provided and an hourly breakdown of time spent providing such Services by Expert.

Use of Platform; Provision of Services.

2.1 Non-Exclusive License. Company hereby grants Expert the non-exclusive right and license to use the Platform as provided for under these Terms and Conditions.

2.2 Expert Credentials. Expert hereby consents to Company providing to Clients the Expert’s Expert Credentials in order for Client to evaluate and select an Expert for Client’s Opportunity. Expert hereby represents, warrants, and covenants that Expert Credentials and all other information entered by Expert on the Platform are and shall be true, accurate, and complete.

2. 3 Expert Selection and Performance of Services. Expert may be introduced to Clients from time to time via Opportunities posted on the Platform. If Expert is selected by the Client for an Opportunity and Expert accepts the assignment, the Expert covenants and agrees that Expert will perform the Services in a timely, professional, and workmanlike manner, but does not warrant or guarantee that the Services will produce any particular result.

Compliance. While working at Client’s site, Expert shall comply with all of Client’s rules and policies.

3. Compensation.

3.1 Time Entries. Expert shall submit Time Entries on the Platform for each day in which Services are performed. Expert shall submit via the Platform all Time Entries for each calendar month submitted on the Platform on or before the last day of the month. Expert covenants that Expert shall only submit Time Entries on the Platform for the actual amount of time spent by Expert for performing the described Services for the Client being billed for those Services.

3.2 Invoice and Payment. The Company shall invoice the Client based on the Expert’s Time Entries for a particular month. Company agrees to pay Expert the hourly billing rate entered into the Platform when applying to the Accepted Opportunity for performance of the Services by Expert within fifteen (15) days of Company receiving payment from Client for such Services. Company shall use its reasonable efforts, in its own discretion, to collect payments from Client and pay Expert compensation within sixty (60) days of receipt of Time Entries from Expert. Expert shall assist in responding to any inquiries regarding Time Entries made by Clients, as requested by Company. Company shall pay compensation to Expert exclusively through PayPal, an online payment system.

3.3 Taxes. Company shall not be responsible for the deduction or payment of any income, federal, state, or other taxes owed on the compensation paid to Expert. Expert bears the sole responsibility of ensuring that any taxes owed on the compensation Expert receives are paid. PayPal, the method of payment by which Expert shall receive their compensation, may deduct taxes on behalf of Expert.

Non-Circumvention.

4.1 Non-Circumvention. Expert acknowledges and agrees that Company’s relationships with the Clients are a valuable business relationship of Company and those relationships give rise to the Opportunities. In order to protect those valuable business relationships and similar relationships that Company has with other third parties, Expert hereby agrees that, during the term beginning on Expert’s first registration on the Platform and ending after three (3) years have expired after the later of: (a) Expert being introduced to a Client via the Platform or by Company, or (b) the expiration or termination of the Expert’s Accepted Opportunity with a Client, Expert shall not, without the written consent of Company (which consent may be withheld in Company’s sole discretion), directly or indirectly enter into any engagements of any kind with such Client or with any other third parties whom Expert meets as a result of performing the Services for such Client, such as co-defendants (collectively, “Restricted Parties”). Without limiting the breadth of the foregoing, the foregoing shall restrict Expert from providing expert witness services to Restricted Parties on other litigation matters or receiving compensation for other services pursuant to another arrangement between Expert and a Restricted Party.

4.2 Liquidated Damages. In the event of any breach of Section 4.1, Expert agrees to pay Company liquidated damages in an amount equal to 30% of the compensation paid to Expert for the engagement that Expert enters into in violation of Section 4.1. The parties agree that such liquidated damages are reasonable under the circumstances existing at the time these Terms and Conditions are accepted for, among other reasons, the fact that in the event of such a breach by Expert it would be difficult to measure the harm to the Company from such breach, although the harm would be substantial and irreparable.

Confidentiality.

5.1 Definition. “Confidential Information” means any information the Expert learns through contact with materials, documents, communications (in person or electronic) in relation to the Services provided for a Client and other information that is proprietary to or confidential to the Company or a Client, including any information relating to the litigation matter or Client’s client in the litigation matter; information about Company’s services, bids, Clients, and financial information (including markups, surcharges, margins, pricing, employee or contractor wages, conversion fees, and direct placement fees); and personal information of Company’s or Client’s employees, or Experts.

5.2 Nonuse and Nondisclosure. During the term of the Accepted Opportunity and thereafter, Expert shall hold Confidential Information in strict confidence and not disclose or in any way reveal or disseminate Confidential Information to third parties or to use Confidential Information for any purpose whatsoever other than performing Services under the Accepted Opportunity. Expert shall take all reasonable precautions to prevent any unauthorized disclosure of Confidential Information. Expert will not directly or indirectly disclose to anyone the existence of these Terms and Conditions or the fact that Expert has this arrangement with Company unless Expert has first obtained Company’s prior written approval.

5.3 Exclusions from Nonuse and Nondisclosure Obligations. Expert’s obligations under Section 5.2 do not apply to any Confidential Information that Expert can demonstrate (a) was in the public domain at or subsequent to the time the Confidential Information was communicated to Expert by Company or Client through no fault of Expert; or (b) was rightfully in Expert’s possession free of any obligation of confidence at or subsequent to the time the Confidential Information was communicated to Expert by Company or Client. A disclosure of any Confidential Information by Expert (i) in response to a valid order by a court or other governmental body or (ii) otherwise required by law will not be considered a breach of these Terms and Conditions or a waiver of confidentiality for other purposes; provided, however, that Expert provides prompt prior written notice thereof to the Company to enable Company or Client to seek a protective order or otherwise prevent the disclosure. Nothing in these Terms and Conditions will limit Expert’s ability to provide truthful information to any government agency regarding potentially unlawful conduct

5.4 Return of Materials. Upon termination of the Accepted Opportunity, or upon earlier request by either Company or Client, Expert shall return and deliver to the requesting party all materials, documents, notes, Confidential Information, and other information received during Expert’s performance of the Services. This includes both physical and electronically stored documents. Within five (5) days after any request by Company or Client, Expert shall destroy or deliver to the requesting party, at the requesting party’s option, (a) all Client property and (b) all materials and items in Expert’s possession or control that contain or disclose any Confidential Information.

5.5 Liability. Expert understands and agrees that Expert shall be solely and directly responsible and liable for any direct, consequential, or other damages resulting from any violation or breach of confidentiality to Client or Company.

Independent Contractor Relationship.

6.1 Expert as Independent Contractor. Expert’s relationship with Company is that of an independent contractor, and nothing in these Terms and Conditions nor the details of the Accepted Opportunity is intended to, or shall be construed to, create a partnership, agency, joint venture, employment, or similar relationship. Nothing in these Terms and Conditions or the relationship between Client, Company, or Expert shall create a co-employment or joint employer relationship. Expert will not be entitled to any of the benefits that Company may make available to its employees, including, but not limited to, group health or life insurance, profit-sharing, or retirement benefits. Expert is not authorized to make any representation, contract, or commitment on behalf of Company unless specifically requested or authorized in writing to do so by a Company manager. Expert is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state, or local tax authority with respect to the performance of services and receipt of compensation under these Terms and Conditions. Expert is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing services under these Terms and Conditions. No part of Expert’s compensation will be subject to withholding by Company for the payment of any social security, federal, state or any other employee payroll taxes.

Disclosure and Assignment of Work Resulting from Services.

7.1 Definitions. “Work Product” means any and all materials, documents, arguments (oral or written), visual aids, and other information which Expert prepares or delivers in the performance of the Services. “Client Work Product” means Work Product that Expert, solely or jointly with a Client, creates, derives, conceives, develops, makes, or reduces to practice pursuant to an Accepted Opportunity.

7.2 Disclosure and Assignment of Client Work Product. Expert agrees to maintain adequate and current records of all Client Work Product, which records shall be and remain the property of the Client. Expert agrees to promptly disclose and describe to Client all Client Work Product. Expert represents, warrants, and covenants that all Client Work Product shall be free and clear of any liens and encumbrances. Expert hereby does and will irrevocably assign to Client or Client’s designee all of Expert’s right, title, and interest in and to any and all Client Work Product and all associated records, such assignment to occur with respect to each item of Client Work Product at the time the Client Work Product is first conceived, made, derived, developed, written, or created, and regardless of when the Client Work Product is first conceived, made, derived, developed, written, or created. To the extent any of the rights, title, and interest in and to Client Work Product cannot be assigned by Expert to Client, Expert hereby agrees to maintain the utmost confidentiality surrounding the Client Work Product in accordance with the terms set forth in Section 5 (Confidentiality).

7.3 Attorney Work Product. Expert shall report to Client orally or, if requested, in written form. If requested by Client, any written documents created by Expert shall be addressed to Client and marked “Privileged and Confidential - Attorney Work Product.”

No Conflicts of Interest.

8.1 No Conflicts of Interest. By accepting an Accepted Opportunity, Expert represents and warrants that Expert has conducted a conflicts of interest analysis and determined that (a) no conflict exists with the Client or with Client’s client, (b) that Expert has no interest in the outcome of the litigation that is the subject of the Accepted Opportunity and has no relationship with any party to the litigation, and (c) no other circumstances exist which would impair Expert’s ability to serve as an expert in the litigation that is the subject of the Accepted Opportunity or otherwise provide Services with respect thereto.

Indemnification.

9.1 Indemnification. Expert will indemnify and hold harmless Company and, with respect to each Accepted Opportunity, the Client from and against any and all third-party claims, suits, actions, demands and proceedings against Company and Client, and all losses, costs, and liabilities, including attorneys’ fees, related thereto arising out of or related to any negligence or willful misconduct of Expert or any other act or omission of Expert, including without limitation, any breach of these Terms and Conditions by Expert.

9.2 Indemnification Procedure. The party seeking indemnification hereunder shall promptly notify the indemnifying party in writing of any claim, suit, action, or proceeding and cooperate with the indemnifying party at the indemnifying party’s sole cost and expense. The indemnifying party shall immediately take control of the defense and investigation of such claim, suit, action, or proceeding and shall employ counsel of its choice to handle and defend the same, at the indemnifying party’s sole cost and expense. The indemnifying party shall not settle any claim, suit, action, or proceeding in a manner that adversely affects the rights of the indemnified party without the indemnified party’s prior written consent, which shall not be unreasonably withheld or delayed. The indemnified party’s failure to perform any obligations under this section shall not relieve the indemnifying party of its obligations under this section except to the extent that the indemnifying party can demonstrate that it has been materially prejudiced as a result of such failure. The indemnified party may participate in and observe the proceedings at its own expense.

Term and Termination.

10.1 Term. These Terms and Conditions are effective as of the date when Expert accepts these Terms and Conditions or begins using the Platform, whichever is earlier, and will continue in effect until terminated in accordance with Section 10.2 or 10.3.

10.2 Termination by Company. Company may terminate these Terms and Conditions or any Accepted Opportunity without cause at any time, with termination effective five (5) days after Company’s delivery to Expert of written notice of termination, which may be delivered via the Platform. Company also may terminate these Terms and Conditions or an Accepted Opportunity (a) immediately upon Expert’s breach of Section 5 (Confidentiality) or (b) immediately for a breach by Expert if Expert’s breach of any other provision under these Terms and Conditions is not cured within two (2) days after the date of Company’s written notice of breach.

10.3 Termination by Expert. Expert may terminate these Terms or Conditions or any Accepted Opportunity without cause at any time, with termination effective five (5) days after Expert’s delivery to Company of written notice of termination, which may be delivered via the Platform. Expert also may terminate these Terms and Conditions or an Accepted Opportunity immediately for a material breach by Company if Company’s material breach of any provision of these Terms and Conditions is not cured within two (2) days after the date of Expert’s written notice of breach.

10.4 Effect of Expiration or Termination. The definitions contained in these Terms and Conditions and the rights and obligations contained in this Section and Sections 4 (Non-Circumvention), 5 (Confidentiality), 7 (Disclosure and Assignment of Work Resulting from Services), 9 (Indemnification), and 11 (General Provisions) will survive any termination or expiration of these Terms and Conditions or any Accepted Opportunity. Furthermore, immediately upon a termination or expiration of these Terms and Conditions, Expert shall no longer be entitled to access the Platform, and the non-exclusive license granted to Expert to use the Platform in Section 2.1 shall be immediately revoked.

General Provisions.

11.1 Successors and Assigns. Expert shall not assign its rights or delegate any performance under the Accepted Opportunity without the prior written consent of Company. For the avoidance of doubt, Expert shall perform the Services himself or herself and may not subcontract performance of any Services under an Accepted Opportunity to any other person or entity without Company’s prior written consent. All assignments of rights by Expert are prohibited under this paragraph, whether they are voluntary or involuntary, by operation of law, or any other manner. Any purported assignment of rights or delegation of performance in violation of this paragraph is void. These Terms and Conditions will be for the benefit of Company’s successors and assigns and will be binding on Expert’s permitted assignees.

11.2 Injunctive Relief. Expert’s obligations under these Terms and Conditions are of a unique character that gives them particular value; Expert’s breach of any of these obligations will cause irreparable and continuing damage to Company for which money damages are insufficient, and Company is entitled to injunctive relief, a decree for specific performance, and all other relief as may be proper (including money damages if appropriate), without the need to post a bond.

11.3 Notices. Any notice required or permitted by these Terms and Conditions shall be in writing and shall be delivered as follows, with notice deemed given as indicated: (a) by personal delivery, when actually delivered; (b) by overnight courier, the next business day after being deposited with the courier; (c) by facsimile transmission, upon acknowledgment of receipt of electronic transmission; (d) by email, effective (i) when the sender receives an automated message from the recipient confirming delivery or (ii) one hour after the time sent (as recorded on the device from which the sender sent the email) unless the sender receives an automated message that the email has not been delivered, whichever happens first, but if the delivery or receipt is on a day which is not a business day or is after 5:00 pm (addressee’s time) it is deemed to be received at 9:00 am on the following business day; (e) by certified or registered mail, return receipt requested, upon verification of receipt; or (f) when delivered via the Platform. Notices to each party shall be sent to the address entered by the Expert on the Platform or the address of the Company on its website, or other address as a party may provide in writing.

11.4 Governing Law; Forum. The laws of the United States of America and the State of California govern all matters arising out of or relating to these Terms and Conditions without giving effect to any conflict of law principles. The Expert and the Company each irrevocably consent to the exclusive personal jurisdiction of the federal and state courts located in Los Angeles County, California, as applicable, for any matter arising out of or relating to these Terms and Conditions, except that in actions seeking to enforce any order or any judgment of the federal or state courts located in Los Angeles County, California, personal jurisdiction will be non-exclusive. Additionally, notwithstanding anything in the foregoing to the contrary, a claim for equitable relief arising out of or related to these Terms and Conditions may be brought in any court of competent jurisdiction. If a proceeding is commenced to resolve any dispute that arises between the parties with respect to the matters covered by these Terms and Conditions, the prevailing party in that proceeding is entitled to receive its reasonable attorneys’ fees, expert witness fees and out-of-pocket costs, in addition to any other relief to which that prevailing party may be entitled.

11.5 Severability. If a court of law holds any provision of these Terms and Conditions to be illegal, invalid, or unenforceable, (a) that provision shall be deemed amended to achieve an economic effect that is as near as possible to that provided by the original provision and (b) the legality, validity, and enforceability of the remaining provisions of these Terms and Conditions shall not be affected.

11.6 Waiver; Modification. If Company waives any term, provision, or Expert’s breach of these Terms and Conditions, such waiver shall not be effective unless it is in writing and signed by Company. No waiver by a party of a breach of these Terms and Conditions shall constitute a waiver of any other or subsequent breach by Expert. By Expert’s continuing use of the Platform, Expert consents to any updates to these Terms and Conditions that may be published on the Company’s website from time to time.

11.7 Entire Agreement. These Terms and Conditions constitute the final and exclusive agreement between the parties relating to the subject matter hereof and supersede all communications, representations, understandings, and agreements, whether prior or contemporaneous, written or oral, concerning such subject matter. No usage of trade or other regular practice or method of dealing between similarly situated parties will be used to modify, interpret, supplement, or alter these Terms and Conditions.

11.8 Privacy Policy. Expert hereby consents to the Company’s privacy policy, located at https://www.patexia.com/privacy_policy.html, which describes the Company’s privacy practices and is incorporated by reference herein. By Expert’s continuing use of the Platform, Expert consents to any updates to the Company’s privacy policy which may be published on the Company’s website from time to time.

End of Expert Connect Terms and Conditions

M&A and Corporate Governance