Expert Connect Terms and Conditions

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. Expert represents, warrants, and covenants that all Expert Credentials are and shall be true, accurate, and complete.

2.3 Expert Selection and Performance of Services. Expert may be introduced to Clients via Opportunities posted on the Platform. If selected and Expert accepts the assignment, Expert covenants to perform the Services in a timely, professional, and workmanlike manner, but does not warrant or guarantee that the Services will produce any particular result.

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

3.1 Time Entries. Expert shall submit Time Entries on the Platform for each day in which Services are performed, on or before the last day of each calendar month. Expert shall only submit Time Entries for actual time spent performing the described Services.

3.2 Invoice and Payment. Company shall invoice the Client based on Expert's Time Entries. Company agrees to pay Expert the hourly billing rate entered on the Platform within fifteen (15) days of receiving payment from Client, and shall use reasonable efforts to collect and pay within sixty (60) days of receipt of Time Entries. Payment shall be made exclusively by check.

3.3 Taxes. Company shall not be responsible for the deduction or payment of any taxes owed on compensation paid to Expert. Expert bears sole responsibility for all tax obligations.

4.1 Non-Circumvention. Expert agrees that during the term beginning on Expert's first registration on the Platform and ending two (2) years after: (a) Expert being introduced to a Client via the Platform or by Company, or (b) the expiration or termination of Expert's Accepted Opportunity with a Client — Expert shall not, without Company's written consent, directly or indirectly enter into any engagements with such Client or with Restricted Parties (co-defendants or third parties met through performing Services).

4.2 Liquidated Damages. In the event of any breach of Section 4.1, Expert agrees to pay Company liquidated damages equal to 30% of the compensation paid for the engagement entered into in violation of Section 4.1.

5.1 Definition. "Confidential Information" means any information Expert learns through contact with materials, documents, or communications in relation to the Services for a Client, and other information proprietary or confidential to Company or a Client, including litigation matter details, Company's services, pricing, and financial information.

5.2 Nonuse and Nondisclosure. Expert shall hold Confidential Information in strict confidence, shall not disclose it to third parties, and shall not use it for any purpose other than performing Services. Expert will not disclose the existence of these Terms and Conditions without Company's prior written approval.

5.3 Exclusions. Obligations under Section 5.2 do not apply to information that was in the public domain through no fault of Expert, or was rightfully in Expert's possession free of any obligation of confidence. Disclosure required by law is not a breach, provided Expert gives prompt prior written notice to Company.

5.4 Return of Materials. Upon termination of an Accepted Opportunity, Expert shall return all materials, documents, notes, and Confidential Information. Within five (5) days of any request, Expert shall destroy or deliver all Client property and materials containing Confidential Information.

5.5 Liability. Expert shall be solely and directly responsible for any damages resulting from any violation or breach of confidentiality to Client or Company.

7.1 Definitions. "Work Product" means all materials, documents, arguments, visual aids, and other information Expert prepares or delivers in performing the Services. "Client Work Product" means Work Product created pursuant to an Accepted Opportunity.

7.2 Assignment. Expert hereby irrevocably assigns to Client all right, title, and interest in and to any and all Client Work Product at the time it is first conceived, made, or created.

7.3 Attorney Work Product. Expert shall report to Client orally or, if requested, in written form addressed to Client and marked "Privileged and Confidential — Attorney Work Product."

9.1. Expert will indemnify and hold harmless Company and Client from and against all third-party claims, suits, actions, losses, costs, and liabilities, including attorneys' fees, arising out of or related to any negligence or willful misconduct of Expert or any breach of these Terms.

9.2 Procedure. The party seeking indemnification shall promptly notify the indemnifying party in writing. The indemnifying party shall take control of defense and investigation and shall employ counsel of its choice. The indemnifying party shall not settle any claim in a manner that adversely affects the indemnified party without prior written consent.

10.1 Term. These Terms are effective as of the date Expert accepts them or begins using the Platform, whichever is earlier, and continue in effect until terminated.

10.2 Termination by Company. Company may terminate these Terms or any Accepted Opportunity without cause on five (5) days' written notice, or immediately upon Expert's breach of Section 5 (Confidentiality), or for uncured breach of any other provision within two (2) days of written notice.

10.3 Termination by Expert. Expert may terminate these Terms or any Accepted Opportunity without cause on five (5) days' written notice, or immediately for material breach by Company if not cured within two (2) days of written notice.

10.4 Effect of Termination. Sections 4 (Non-Circumvention), 5 (Confidentiality), 7 (Work Product), 9 (Indemnification), and 11 (General Provisions) survive termination. Expert's access to the Platform is immediately revoked upon termination.

11.1 Successors and Assigns. Expert shall not assign rights or delegate performance without Company's prior written consent. Expert shall perform the Services personally and may not subcontract. All assignments in violation of this section are void.

11.2 Injunctive Relief. Expert's obligations are of unique character. Expert's breach will cause irreparable damage to Company for which money damages are insufficient, and Company is entitled to injunctive relief and specific performance without the need to post a bond.

11.3 Notices. Notices shall be in writing and delivered by personal delivery, overnight courier, facsimile, email, certified mail, or via the Platform. Notices to Company shall be sent to the address on its website.

11.4 Governing Law; Forum. The laws of the United States and the State of California govern all matters arising under these Terms. Disputes shall be resolved exclusively in the federal and state courts of Los Angeles County, California. The prevailing party in any proceeding shall be entitled to reasonable attorneys' fees and costs.

11.5 Severability. If any provision is held to be illegal or unenforceable, it shall be amended to achieve the nearest economic effect, and the remaining provisions shall remain in full force and effect.

11.6 Waiver; Modification. Waivers must be in writing and signed by Company. By Expert's continuing use of the Platform, Expert consents to updates to these Terms published on the Company's website.

11.7 Entire Agreement. These Terms and Conditions constitute the final and exclusive agreement between the parties and supersede all prior communications, representations, and agreements concerning the subject matter hereof.

11.8 Privacy Policy. Expert consents to the Company's privacy policy at patexia.com/privacy_policy.html, which is incorporated by reference herein.