EXPERTISE ENGAGEMENT REQUEST

OVERVIEW

GDA is a platform for sharing knowledge, experiences and best practices. GDA’s Retiree Expertise Network (REN) comprises of professionals and consultant retirees in the downstream industry (“Experts”) who educate and share insights with various professionals looking for their expertise (“GDA Member Companies”) through the GDA platform. GDA provides opportunities for Experts to participate in various expertise sharing, including, but not limited to telephone consultations and online surveys. An Expert’s participation in any project with any of the GDA Member Companies is at the Expert’s sole discretion. Experts are never obligated to accept or continue any project and may decline to participate or continue to participate in any project at any time.

GDA’s CONDITIONS OF JOINING AND PARTICIPATION IN PROJECTS

You may join the Retirees Expertise Network (REN) and participate in any particular project if, and only if, all of the following compliance conditions are satisfied:

1. Your joining the REN and participation would not present any conflict of interest or perceived conflict of interest.
2. Your joining 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 employer, your previous employers or any person or entity to which, or through which, you provide or have provided consulting services).
3. Your joining 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 employer, your previous employers or any company to which, or through which, you provide or have provided consulting services).
4. Your joining and participation would not result in the disclosure of any confidential or proprietary information (including trade secrets) not owned exclusively by you.
5. Your joining and participation would not result in any communication or disclosure to any members of any material non-public information concerning any public company or security.
6. Your joining and participation would not violate any law, rule or regulation.

YOU MUST DECLINE OR DISCONTINUE PARTICIPATION IN ANY PROJECT THAT WOULD RESULT IN A VIOLATION OF ANY OF THE CONDITIONS ABOVE.
As an Expert, you acknowledge and agree to the following:

1. You are a non-agent independent consultant of GDA.
2. You have no authority to act on behalf of GDA.
3. You are not eligible for any GDA or GDA Member Companies employment benefits based on your participation in the GDA Projects.
4. You shall not identify any GDA Member Companies or GDA as your employer.
5. You are joining the GDA Projects in your individual capacity and not as a representative or on behalf of any other company or organisation (such as past or present employers), except as otherwise agreed in writing between such organisation and GDA.
6. GDA, in its sole discretion, may determine your eligibility for joining in the GDA Projects. If you are in any way unsure about your ability to comply with these Terms & Conditions, then you must decline to participate as an Expert.
7. You agree that for compliance or training purposes, your consultation may be recorded.

You are solely responsible for determining whether you are permitted to join GDA and to participate in Projects. Before applying to join GDA, you must review any and all legal agreements that could restrict your ability to participate, including, without limitation, employment agreements, consulting agreements, non-disclosure agreements, employee handbooks, codes of ethics and similar employment policies. You also confirm that you have obtained consents or waivers from your employer, GDA Member Companies or any other Members (if applicable, in each instance) to ensure that you are permitted to act as an Expert.

ENGAGEMENT AGREEMENT

In the event that a GDA Member Companies initiates a Project involving its legal counsel, it is possible that the GDA Member Companies may wish to assert a claim of legal privilege concerning the Project.

Under these circumstances, GDA Member Companies 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 GDA, and you may only choose to accept following GDA’s prior written approval in its sole discretion. Once approved, an Engagement Agreement shall control over any inconsistent terms in these Terms & Conditions with respect to your relationship and obligations to such GDA Member Companies with respect to the Project. Such Engagement Agreement shall not modify your obligations to GDA or other members, under these Terms & Conditions or otherwise.

FALSE OR MISLEADING INFORMATION

You agree never to disseminate false or misleading information or inaccurately represent your experience, education, employment, or knowledge to us or any of our members.

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, self-regulatory organization, or other law enforcement body. Should your status change with respect to any of these representations, you shall immediately inform GDA.

ACCURACY OF INFORMATION

You are solely responsible for the accuracy and completeness of information that you provide to GDA (your “Expert Information”) and you understand that GDA, GDA Member Companies and other members may and will rely on your Expert Information. You agree to provide us with accurate and up-to-date biographical information in your application and in connection with any further queries, including, without limitation, your current and former employment, and any conflicts or restrictions on your ability to consult. Based on further information from you or other sources, we may amend your Expert Information and you acknowledge that you are under a continuing obligation to monitor the accuracy of your Expert Information and to update changes promptly.

PRIVACY

You agree that GDA may collect, synthesize and retain information about you, from sources including, without limitation, yourself, your activities through GDA, and other member sources (hereafter, “Personal Information”). If your joining in GDA ends, you agree that GDA may preserve Personal Information, provided that GDA accords such Personal Information the protections set forth in its then-current Terms & Conditions privacy policies. You agree that GDA may use and share Personal Information to, without limitation, contact you concerning your participation in GDA, to manage your joining in the GDA, to administer compliance policies and procedures, including obtaining required approvals and consents for Project participation, to market GDA’s services, and to comply with applicable laws and requests from government authorities. You agree that we may also utilize Personal Information to manage, improve and promote its business. As part of its compliance screening, GDA reserves the right to conduct background checks on you, itself or utilizing third-party services, and to confirm your professional and educational history. You agree that we may disclose Personal Information as required by law, to protect GDA’s rights, or for the prevention, detection or disclosure of a crime. You also recognize may be required by law or their compliance policies to disclose Personal Information about their Projects with you and you authorize GDA and its GDA Member Companies to make such disclosures. GDA will not sell Personal Information to third-party marketers or similar organisations, or disclose the Personal Information publicly, unless you provide consent, or we determine that it is appropriate in response to a law, regulation, rule, government request or legal process.

CONFIDENTIALITY

You shall keep and maintain as strictly confidential, and agree not to communicate, reveal or disclose, all “Confidential Information” of GDA or its GDA Member Companies without GDA’s expressly written permission (which it may withhold in its sole discretion). “Confidential Information” includes any and all non-public information, in any form or medium, written, oral or otherwise, concerning or relating to GDA, any of its affiliates or any GDA Member Company, including, but not limited to, the names of any Members and Member employees, questions posed by any Member and the topics discussed, information or materials shared, opinions expressed, or work commissioned by GDA or any Member. In the event that you are required to disclose Confidential Information under applicable law, you agree to promptly notify GDA and to fully cooperate with GDA in exercising any right or exemption available to prevent the disclosure of Confidential Information to the extent permitted under applicable law. You shall not use Confidential Information for any purpose other than those specifically permitted by these Terms & Conditions.
Without limiting the foregoing, you shall not use Confidential Information for personal benefit (including for the purpose of making investment or trading decisions). The duty to maintain confidentiality hereunder shall survive until the Confidential Information becomes generally known to and available for use by the public other than as a result of a disclosure by you or any other person under legal obligation not to disclose the information.

PROJECTS

You shall only accept Projects with GDA Member Companies individually arranged or explicitly approved by GDA. If a Member requests additional work or Projects, you must receive explicit approval from us before commencing work. You will not be paid for any Project with a GDA Member that was not individually arranged or explicitly approved by GDA in advance, even if the Project was a follow-up to a Project that was arranged by GDA. If you are invited by GDA to perform a Project for a Member, you should either accept or decline the invitation within 24 hours of issuance. We make no representation regarding the frequency or quantity of Project requests that you will receive. We expect you to perform all Projects in a timely, diligent and professional manner consistent with highest industry practice.

PAYMENT

You will be paid based on the rates mutually agreed between yourself and with the GDA Member Companies for any specific knowledge sharing engagement.

TERMINATION

You may terminate your joining in GDA at any time by providing us with written notice. Likewise, GDA may terminate your joining in GDA at any time and for any reason without providing notice. Termination shall not relieve either party of its obligations under these Terms & Conditions intended to survive termination, which include, but are not limited to: Privacy, Application of the Terms & Conditions, Confidentiality, Non-Solicitation, Intellectual Property, Indemnification, Limitation of Liability, Arbitration, Governing Law and Venue and Miscellaneous.

NON-SOLICITATION

You agree that for a period of one year from the completion of any Project with our GDA Member Companies or GDA Member Company, to whom you have been first introduced by us, you will not circumvent GDA by knowingly soliciting, negotiating with, or entering into any agreement or other arrangement (whether written or oral) with that GDA Member Company.

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 GDA, GDA Member Companies or other Members in connection with your performance of such services. IP that you create in connection with any GDA Member Companies Project shall be solely owned by the GDA Member Companies who requested the Project and that GDA Member Companies may use such IP for any purpose permitted under applicable law and that GDA Member Company’s agreement with GDA. Any inventions, discoveries or improvements that are based in any way on any IP you create for a GDA Member Companies 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 GDA Member Company. Any IP that you created prior to, or independently of, any Project (hereafter, “Expert IP”) remains your property. However, with respect to any Expert IP that you share or otherwise provide to a GDA Member Companies in connection with a Project, you shall automatically grant that GDA Member Companies a perpetual, worldwide, royalty-free, and transferable license to use such Expert IP. Furthermore, and without limiting the foregoing, you agree that each GDA Member Companies is free to use any ideas, concepts, know-how, or techniques contained in any IP you share with or otherwise provide to that GDA Member Companiesfor any purpose whatsoever, including, but not limited to, devising, manufacturing, promoting and selling products and services using such information.

INDEMNIFICATION

You agree to indemnify and hold harmless GDA and its affiliates, and their respective officers, directors, employees, members, managing members, managers, agents, specialists, coordinators and supervisors (collectively, the “GDA Parties”) from any and all actions, causes of action, claims, charges, demands, cost, expenses and damages (including attorneys’ fees and expenses) and liabilities of any kind whatsoever directly or indirectly resulting from, arising out of or in connection with your breach or violation of any and all provisions of these Terms & Conditions.

LIMITATION OF LIABILITY

You agree that under no circumstances will GDA parties 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 Expert, or your interactions otherwise with GDA parties or its GDA Member Company. GDA parties shall not be liable for any claims against you by its Members. In no event shall the maximum cumulative liability of GDA parties arising from or related to any conduct in connection with these Terms & Conditions exceed the fees paid by GDA to you hereunder for the relevant consultation or survey in the month such liability is alleged to have arisen.

GDA agrees not to seek to impose upon your liability for indirect, incidental, consequential, exemplary or punitive damages based on your performance of services under these Terms & Conditions, so long as such damages do not arise out of or relate to a failure by you to comply with these Terms & Conditions or conduct that constitutes gross negligence or intentional misconduct. Collectively, the terms in this paragraph constitute the “Limitation of Liability.”

ARBITRATION, GOVERNING LAW AND VENUE

The validity, interpretation, performance and enforcement of these Terms & Conditions shall be governed by the laws of the Kingdom of Bahrain without regard to the conflicts of laws principles thereof.

Any dispute, controversy or claim arising from or relating to these Terms & Conditions shall be fully and exclusively finally settled by an arbitration held in the Kingdom of Bahrain under the rules of the Labour Market Regulatory Authority 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 court of the Kingdom of Bahrain.

MISCELLANEOUS

We may modify these Terms & Conditions from time to time by posting the modification(s) on our website, www.gda.org.bh. Unless otherwise specified by us when posted, all modifications will be effective upon posting. If you do not agree to any modification(s), your only recourse will be to terminate your participation as an Expert in GDA. If you continue to participate as an Expert after any modification becomes effective, then your participation will constitute acceptance of such modification. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. Neither these Terms & Conditions nor any of the rights, interests or obligations hereunder may be assigned, delegated or otherwise transferred, in whole or in part, by operation of law or otherwise, by you without our prior written consent (which consent we may withhold in our sole discretion), and any such assignment, delegation or transfer by you without such prior written consent shall be null and void and of no force or effect whatsoever. These Terms & Conditions shall be binding upon and inure solely to the benefit of you, GDA and GDA Member Companies of GDA. As used in these Terms & Conditions, the word “including” shall mean “including, without limitation,” in all cases. Whenever possible, each provision of these Terms & Conditions shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of these Terms & Conditions is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of these Terms & Conditions, and these Terms & Conditions shall be reformed, construed and enforced as if such invalid, illegal or unenforceable provision had never been contained herein.

By electronically signing these Terms & Conditions, you acknowledge and agree that you are making express representations to GDA and its Members that you will abide by all your obligations and responsibilities as set forth in these Terms & Conditions.

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