Overview of Nathan Research Group Network and Services.

 

Nathan Research Group  provides its clients, primarily researchers, managers and analysts in the financial sector (each a "Client"), with a service whereby they can readily consult with persons with the status of authority in a subject by reason of special skill, training or experience (the "Expert") on a range of topics and industry issues.
 
Nathan Research Group maintains an active database of registered experts ("Registered Experts") and arranges for consultation assignments, typically in the form of telephone conversations, between the Client and the Expert based on areas of expertise and availability. These are the primary types of assignment that Interview arranges between Clients and Experts;
 

• Telephone Consultations

• In-person Consultations

• Online and Offline Surveys

• Discussion Groups and round-table events (remotely and in-person)

• Specific research reports / written opinion pieces.

 
You are under no obligation to accept any assignment from Nathan Research Group, but if you do take part in an assignment, it is very important that you read and understand these Terms fully.

 
Summary of the Terms

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The main aspects of these Terms (which are described in more detail below) are as follows:

• You must be able to honor and be bound by these Terms.

• Your participation must not contravene any existing agreements you may have, nor contravene any applicable law or regulation.

• You must be clear with Clients that you are offering your own opinion only.

• You must not disclose any non-public information that could be considered confidential or insider information.

• You must not offer or give Clients investment advice.

• You must hold confidential any information that is confidential in nature.

• Any work produced during an assignment remains the intellectual property of Nathan Research Group  and the Client.

• You are not and must not represent yourself as an employee or agent of Nathan Research Group.

 
If you are uncertain about your ability to comply with these Terms in their entirety you must decline to act as a Registered Expert or to take part in any assignments that Nathan Research Group offers you.

 
Being a Registered Expert
 
As a Registered Expert, you confirm that you have expertise in a particular field, and that you are prepared for Nathan Research Group to contact you as and when one of its Clients requests a consultation. These consultations may take a number of forms and will be arranged by Nathan Research Group.
 
You may only act as a Registered Expert if you are permitted to do so and have obtained any necessary permissions, consents or waivers from appropriate parties. This may include but is not limited to any current or past employer, government agencies and national or international authorities.
 
Specifically, you agree that you will only register with Nathan Research Group on the basis that, where necessary, you have the consent of your current employer (or of any other firm of which you are an office holder or by whom you are otherwise engaged or to whom you owe any fiduciary or other obligation) and that you will not be breaching the terms of any contract you have entered into, or will enter into, in connection with any employment, office or engagement.
 
You also accept that you are able to agree to these Terms.
 
The relationship of you to Nathan Research Group will be that of an independent contractor. You shall not be an employee of Nathan Research Group, and you shall not have any entitlement to the benefits and privileges that Nathan Research Group extends to its employees. Nothing in these Terms shall constitute or be deemed to constitute a partnership or joint venture between you, and Nathan Research Group. You agree that you will not hold yourself out as an employee of Nathan Research Group. We will only contact you in regards to assignments and events directly related to Nathan Research Group and your role as a Registered Expert.
 
We will not provide your details to any third party outside of those necessary for us to fulfil an assignment.

 
Fees and Payment
 
Nathan Research Group will set a Standard Hourly Consulting Rate (the “Rate”) which will be reviewed from time to time. This Rate applies only to telephone and in-person consulting assignments, and confirmation of the Rate will be sent to you in your registration confirmation email. For all other assignments we will negotiate a discrete fee based on those assignments.
 
Unless we negotiate and agree together a separate fee for a given assignment, the Rate shall always apply to any consulting assignment in calculating the fee. Any change to the Rate will be confirmed by email.
 
The Rate is expressed as an hourly fee and is paid as the duration of the call (Minutes). Note that the time element of the fee calculation pertains only to the time spent undertaking the specific consulting activity. The Client reserves the right to cancel a consultation within the first ten minutes should they believe that the Expert can not provide them with the necessary information. In that event, the Expert shall not be compensated for their time. We do not cover travelling time or expenses. Any additional expenses relating to an assignment must be agreed in advance. Please also note that a single assignment can span more than one conversation in any 24-hour period; and that it is the total duration of the consultation events that determines the fee calculation.
 
We take pride in paying Experts promptly. You should expect to receive payment within 7 days providing that:
 
1. You completed the assignment to the Client’s reasonable satisfaction; and
 
2. In the case of a consultation, that both you and the Client notify us via www.Nathan Research Group .co.kr that the consultation has completed and that both you and the Client have provided similar duration information for the entire consultation event.
If you fail to notify us of the completion of an assignment within 90 days after its expected completion then you will forfeit payment for that assignment.

 
Taking Part in Assignments
 
You are under no obligation to take part in any assignment offered to you.
 
We ask that if we contact you with an offer to take part in an assignment, that you notify us of your availability within 24 hours. If you accept an offer to take part in an assignment you should be prepared to engage in that assignment within the timeframe specified in the invitation or otherwise scheduled with Nathan Research Group and the Client.
 
You agree that, after accepting an assignment, Nathan Research Group may provide the Client with your name and related information in order to facilitate the execution of the assignment.
 
You must not take part in any assignment that would contravene any existing agreement that you have or that would violate any applicable law or regulation. If you inadvertently receive an invitation to take part in an assignment you must decline it if:
 

• It would cause you to breach an existing agreement or contravene any applicable law or regulation

• It could result in the release of material or relevant non-public information concerning a quoted company or financial instrument

• It presents or may present a conflict of interest or perceived conflict of interest

• It could result in the release of confidential information not owned by you such as intellectual property or trade secrets

• It could result in the release of information concerning publicly quoted companies that is not generally publicly available

• The assignment is directly related to a company of which you are currently a director, officer or employee.

 
If, during the course of an assignment, you have any reason to suspect that you are unable to honor these Terms for any reason you must cease the assignment and immediately notify Nathan Research Group.
 
You must not disclose or communicate any material non-public information, trade secrets, proprietary or any other confidential or sensitive information in breach of Korean market abuse, laws or regulations.
 
You must never provide false or misleading information, or inaccurately represent your authority, experience, position or knowledge.

 
Acting in accordance with these Terms
 
You will act at all times in the utmost good faith and shall interact with the Client with the highest standards of care and diligence and behave in a proper and reasonable manner.
 
Nathan Research Group does not participate in your interactions with the Client and is not liable, or responsible, for the content of consultations and assignments arranged by Nathan Research Group. You are, where required by applicable law or regulation, fully and properly registered, licensed or authorized and will not procure any breach of any applicable law or regulation, nor share any information or materials of any sort with a Client in such a way so as to infringe applicable law or regulation.
 
You agree that you will promptly inform Nathan Research Group  of any complaints of which you become aware relating to Nathan Research Group  or to your activities in connection with your participation in any assignment, and you shall make no representations, warranties, claims or guarantees to any third party about Nathan Research Group , its business, products or services, that are false or misleading or inconsistent with those contained in the current literature or documentation distributed by Nathan Research Group.
 
It is your responsibility to ensure that you do not violate any applicable law or regulation, agreement, or other obligation during or relating to your participation as a Registered Expert. Where you are unclear on any obligation set out in these Terms, you should take professional advice.
 
You acknowledge that Nathan Research Group provides a mechanism for employers and other interested parties to notify us of suspected inconsistencies between the obligations defined in these Terms and other obligations. You agree to co-operate with any investigation that Nathan Research Group deems necessary to confirm that inconsistent obligations do not exist.
 
Registered Experts are expressly prohibited from providing investment judgment or financial or legal advice, including without limitation, rating or recommending any security, providing advice as to the value of any security, or providing any advice regarding the advisability of investing in, purchasing, or selling any investment. The insight you provide during assignments is not and should not be considered a recommendation or prediction. Clients should never ask you to, and you should not provide, investment judgment or financial or legal advice. If you are a lawyer you agree that you shall not provide legal advice and shall not establish, or arrange the establishment, of attorney-client relationships with Clients through assignments. Similarly, if you are a doctor you agree that you shall not provide medical advice and if you are an accountant you agree that you shall not be engaged by Clients as an accountant by working on a consultation/assignment.
 
Should you become concerned with the nature of any inquiry by a Client or whether your participation in the Expert Networks or in any assignment could result in a violation of any applicable law or regulation, agreement, Nathan Research Group policy or other obligation you may have, or in the release of trade secrets or other proprietary or confidential information or nonpublic information, you should discontinue your participation and notify us immediately. To encourage you to err on the side of caution during your participation in Expert Networks, you may submit a payment request for time allocated for any consultation/assignment you determine to discontinue for the purpose of compliance with these Terms.

 
Contact with Clients
 
Clients have requested that Registered Experts exhibit discretion in their follow-up communications with them. We therefore request that Registered Experts do not contact the Client following completion of an assignment. Specifically, you agree that you will not solicit any business from any Client to whom you have first been introduced by Nathan Research Group without the prior written consent of Nathan Research Group. You also agree not to deliberately or knowingly solicit for employment any employee of Nathan Research Group or any Client to whom you have first been introduced by Nathan Research Group for a period of one year after the termination of your relationship with Nathan Research Group. Should you so approach any employee or Nathan Research Group or the Client, you will be liable to pay Nathan Research Group an introduction fee. Similarly, you will also make it clear to any Client who may approach you with a view to long term or contract employment beyond the scope of the original assignment that the Client will be liable to pay Nathan Research Group an introduction fee.

 
Confidentiality

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You acknowledge that as a consequence of becoming a Registered Expert or as a result of participating in any particular assignment with a Client, you may be exposed to information which amounts to a trade secret, is confidential or is commercially sensitive and which may not be readily available to others engaged in a similar business to that of Nathan Research Group or the Client or to the general public (the "Confidential Information"). Confidential Information may include (but not be limited to) information about Nathan Research Group’s or a Client's business (and that of its customers/clients), its organization, finances or its affairs.
 
Accordingly, you shall keep secret and confidential and shall not at any time use, communicate or reveal to any person the Confidential Information.
 
The restrictions outlined above shall not apply to Confidential Information which you can prove by documentary evidence produced to Nathan Research Group and/or the Client:
 
(A) was lawfully available to the public otherwise than through breach of these Terms;
(b) Was previously known to and at your free disposal; or
(c) You are required to disclose pursuant to any legal requirement, provided that you advise Nathan Research Group of the circumstances in which the disclosure is required and agree with Nathan Research Group the extent and timing of such disclosure.
 
Regarding your obligations under these terms to respect the confidentiality of Confidential Information, you accept that any breach by you of those obligations may entitle us or Clients to seek an injunction to restrain such breach and that in those circumstances damages awarded against you may not be an adequate remedy.

 
Intellectual Property
 
You understand that any work produced by you under these Terms (the “Works”) will be considered to be the intellectual property of the Client and/or of Nathan Research Group. You assign to Nathan Research Group all title to and interest in the Works.
 
You agree that any Works will be your original work. Where necessary, you will obtain permission or waivers from any third parties necessary for you to produce the Works.
 
As a Registered Expert, you may receive materials that are the proprietary property of either Nathan Research Group  or the Client (the "Materials") and you acknowledge that all intellectual property rights in such Materials are the property of Nathan Research Group  or the Client (as applicable). You may be permitted to use such Materials during the course of the relevant assignment but subsequent copying, redistribution, use, disclosure or publishing of the Materials is strictly prohibited without the prior written permission of Nathan Research Group  or the Client (as appropriate).

 
Relationship with Nathan Research Group
 
For the avoidance of doubt, you shall not provide any representations or guarantees as to the status, accuracy or otherwise, of the information that you provide to the Client. Any information so provided shall be expressed as being your own opinion, to be used by the Client at its own risk. You will act as an independent consultant, without authority to act on behalf of Nathan Research Group.

 
Indemnification
 
You agree to indemnify, defend and hold Nathan Research Group , our clients, affiliates, suppliers, advertisers and sponsors, and our and their directors, officers, employees, consultants, agents and other representatives, harmless from and against any and all claims, damages, losses, costs (including reasonable legal fees) and other expenses that arise directly or indirectly out of or from: (a) any inaccurate or incomplete information furnished as part of your application, (b) your misconduct or negligence in connection with any assignment or (c) any breach by you of any of these Terms.

 
Termination
 
Either party may terminate these Terms immediately at any time, and for any reason, by notice to the other party. You agree to give us notice immediately if you become aware that:
 
(a) You have acted in breach of applicable law or regulation, including but not limited to any act of fraud by you or your employees;
(b) Any civil or criminal claims are made against you; or
(c) You are made subject to a bankruptcy or similar proceedings.

 
Consequences of Termination
 
Your obligations of confidentiality under these Terms shall survive their termination for any reason.
 
Upon termination of these Terms, any remuneration and all other monies payable by either party to the other party shall become immediately due and payable.
 
Termination of these Terms howsoever arising shall be without prejudice to each party's accrued rights and obligations prior to the date of termination.

 
Rights of Third Parties
 
You agree that these Terms are intended to benefit Clients and enable Clients to satisfy themselves that all work pursuant to these Terms will be carried out in accordance with applicable law or regulation. You agree that Clients may therefore enforce these Terms. Other than Clients, you and we agree that no other person who is not a party to these Terms shall be entitled to enforce these Terms.

 
Liability
 
Nathan Research Group will act in good faith and with due diligence in performing the services and obligations set out in these Terms. Nathan Research Group shall not be liable to you for any loss of income, or for any indirect or consequential loss or damage of any kind, other than where such loss is due to gross negligence, wilful default or fraud by Nathan Research Group or its employees.

 
Governing Law

 

These Terms shall be governed by and construed in accordance with Korean law. Subject to a written agreement to the contrary, each of us irrevocably agree that the Courts of Korea shall have exclusive jurisdiction over any claim or matter arising under or in connection with these Terms and that accordingly any proceedings in respect of any such claim or matter may be brought in such court.
 
Further, regarding your obligations under these terms to respect the confidentiality of Confidential Information, you accept that any breach by you of those obligations may entitle us or Clients to seek an injunction to restrain such breach and that in those circumstances damages awarded against you may not be an adequate remedy.

 
Interpretation
 
References to "we", "our" or "us" means Nathan Research Group and its successors and assigns.
 
Company Information
 

Nathan Research Group
#1608, West Wing, Hannshin Intervalley 24, 322 Teheran-ro, Gangnam-gu,

Seoul, 06211, South Korea​
Contact: nathan@nathanrg.com
 
Expert Agreement
Name:
Address:  
Date of the Agreement:
Signature:​

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Last revised 08/Aug/2022