So long as Expert’s name appears in the Guideline (formerly Teltech) listing of active Experts, Expert will be reasonably available to respond to telephone and e-mail inquiries from Guideline clients, and will diligently provide to such clients accurate and complete information, advice and assistance to the best of his or her ability with respect to the subject matter of such inquiries.  While it is expected that such services will be provided by direct telephone or e-mail exchange of information between Expert and Guideline clients, a limited review of materials and calculations related to such telephone or e-mail exchanges may be necessary to adequately respond to the client’s inquiries.  In rendering services hereunder, Expert shall at all times be an independent contractor.  Responsibility for any third-party claims for damages arising out of client’s use or inability to use the information provided by Expert will be assumed by the client unless the third party claim is the direct result of the gross negligence or intentional wrongdoing of Expert.

Guideline classifies expert services inquires as either consulting project opportunities or consulting event (aka Quick Consulting) opportunities according to client need.  Most client inquires require project-based consulting.  Compensation for project-based consulting is negotiated on a project-by-project basis as agreed upon between Guideline, Expert and the Client.  Guideline places no limits on Expert’s proposed project-based rates and fees.

In addition to project-based consulting opportunities, Expert may receive event-based consulting (aka Quick Consulting) opportunities.  An "event" consists of one or more telephone and/or e-mail interchanges between Expert and a client dealing with a single subject matter, requiring less than one hour of total time, and occurring over a period of five (5) or fewer business days.  If Expert chooses to accept an event-based consulting opportunity, Expert shall be paid according to the Quick Consult Event fees provided for in the Fee Schedule, a copy of which is available on the same website as this Agreement.  Guideline has the right to deny payment of an event fee if Guideline fails to receive Expert’s electronic voucher within 90 days after an event has been closed.  Guideline reserves the right to not pay Expert for services rendered hereunder if Guideline elects not to charge for the services due to dissatisfaction by the client with such services.  From time to time, Guideline may, in its sole discretion, change the Event-Based Expert Fee Schedule.  Any such change shall be effective as of the first day of the month following delivery of the revised fee schedule to Expert.

For all consulting engagements, the expert will be set up as an independent contractor of Guideline and the expert will invoice and bill Guideline, not Guideline’s client, since the expert will be working as an independent contractor of Guideline.  See the Expert Guide for more detailed information.

Expert shall provide the services described in this Agreement in accordance with prevailing professional standards and with the policies and procedures from time to time established by Guideline and as set forth in the Expert Guide to Network Operations, a copy of which is available on the same website as this Agreement.  Expert shall maintain records of all client communications.  Guideline reserves the right to modify the Expert Guide to Network Operations from time to time.

Expert agrees to treat all client information received from client or Guideline as confidential and proprietary and not to use or disclose any of such information or the identity of any client to whom he or she has rendered services without first obtaining the client’s express written authorization.  Upon the reasonable request of a client, Expert agrees to enter into an appropriate form of non-disclosure agreement with the client.  All patents, patent applications, trade secrets, processes, formulas or other proprietary information arising out of or resulting from the services provided to a client by Expert pursuant to this Agreement shall be sole property of the client, and Expert shall assert no interest therein.  Expert agrees to cooperate reasonably with clients to obtain patents or otherwise to protect any proprietary interests of client.  It is understood that in providing such services, Expert will be entitled to reasonable compensation should such services extend beyond the event giving rise to the client’s request for cooperation.  The scope of and compensation for such services will be subject to agreement between the Expert and client.  Expert’s obligations under this paragraph shall not apply to any information which documentary evidence shows to have been known to Expert at the time of disclosure, or to have been obtained by Expert from third-parties not under an obligation of confidence to the client, or to have entered the public domain through no fault of Expert.  If Expert is a corporation or other legal entity, Expert shall obtain written commitments to the provisions of this paragraph from each person employed by or associated with Expert who has any access to information which Expert is required by this paragraph to keep confidential.

Expert is not required to disclose confidential information or proprietary rights owned by Expert or any other person or entity during the course of an event.  An Expert may, at Expert’s option, require client to sign a reasonable confidentiality agreement with respect to any information that Expert may properly disclose subject to such an agreement.  Expert agrees to indemnify and hold Guideline harmless from any and all damages, liabilities, costs and expenses, including, without limitation, reasonable attorneys’ fees and expenses resulting from any claims that Expert has wrongfully disclosed confidential or proprietary information of others.

Expert shall make every attempt to return telephone calls and e-mails within 24 hours of receiving an inquiry from a Guideline client.  If Expert becomes unable to timely respond to client inquiries, the Expert may temporarily remove his or her name from the active list of experts and Guideline shall have the right to remove Expert’s name from the active list of Guideline experts listed on the Website.

During the period when Expert is acting as a Guideline Expert and for one (1) year after termination of this Agreement for any reason, should Expert provide any consulting services to a Guideline-introduced client, the terms of such engagement shall be as agreed upon between Guideline, Expert and the Client.  Expert and Guideline will work together to scope and propose work for all Guideline-introduced clients.  Many projects will require the expert and Guideline staff to work together as a team to deliver the most valuable service as possible to the client.  Guideline is a full service research firm providing everything from quick-turnaround answers to in-depth studies with our own staff as well as expert services via our Intota network.  The expert and the Guideline representative will have a conference call with the client to determine the scope of work, schedule and fees/investment for the proposed project.  The expert’s rates for each individual project will be discussed and built into the proposal that is created by the Guideline representative.  Expert compensation for project-based research is negotiated on a project-by-project basis.  The expert will be set up as an independent contractor of Guideline and the expert will invoice and bill Guideline, not Guideline’s client, since the expert will be working as an independent contractor of Guideline.  See the Expert Guide for more detailed information.

In the event that a project is initiated between a Guideline-introduced client and Expert without Guideline involvement, Expert must pay a referral fee to Guideline.  The referral fee is 20% of gross revenues minus reimbursable expenses.  Expert acknowledges that Guideline has invested substantial sums to market and promote its expert services under this Agreement and to encourage and facilitate free exchange between Expert and Guideline’s clients and that such factors enhance Expert’s opportunity to contract with Guideline clients for Guideline Client Additional Services.  The provisions regarding referral payments of this Section shall not apply: (i) to payments for services rendered by Expert to U.S.  federal government departments and agencies or (ii) to Guideline Client Additional Services rendered for an individual client provided Expert’s engagement to perform such services was the result of factors which are not materially related to Expert’s relationship with Guideline as demonstrated by Expert to the reasonable satisfaction of Guideline, such as: (a) Expert had performed services for or had initiated contacts with the client prior to Expert’s entering into this Agreement: or (b) Expert became known to the client (through reputation, seminar presentations, Expert marketing or otherwise) during this Agreement or prior to Expert entering into this Agreement.  If Guideline discovers that Expert has failed to pay Guideline for Guideline Client Additional Services, in addition to any other rights Guideline may have, Guideline shall have the right to immediately remove Expert’s name from the list of Guideline experts on the Website and/or terminate this Agreement.

Except as limited above in Section 7, Additional Consulting Services, Expert is not prohibited or restricted in any manner from providing services of any kind which extend beyond the scope of this Agreement or from engaging in any other employment with clients of Guideline or otherwise.

This Agreement may be terminated at any time and for any reason, by either party upon delivery of written notice to the other. Expert shall be paid for accrued fees due and owing, billed and unbilled, as of the date of termination.  The obligations of Expert under Sections 4 and 7 hereof shall survive any termination of this Agreement.  In addition, Expert will keep confidential all information concerning Guideline’s business or operations (including without limitation the Expert Guide to Network Operations as modified from time to time), will not copy any of such information, and shall return all such information to Guideline upon termination of this Agreement.

This Agreement and the Expert Guide to Network Operations and the Fee Schedule referred to herein constitute the entire Agreement between Guideline and Expert and, except as provided in Sections 2 and 3 hereof, may not be modified or amended without the written consent of both parties.

This Agreement supersedes all prior agreements of the parties.  Any notice required or permitted herein shall be delivered electronically to the other party at the e-mail address provided to the other party through the Website.  Any such written notice shall be effective one business day after delivery.  This Agreement shall be governed by the laws of the State of Minnesota, without application of its conflict of law provisions.