Legal > Expert Agreement

Dec 10, 2018 05:48 am CET

Updated August 3rd, 2011

Agreement between Experts and ClinFlows, UG (haftungsbeschränkt) & CoKG.

ClinFlows UG (haftungsbeschränkt) & CoKG, is a company based in Germany, which offers e-solutions for clinical workflows. ClinFlows’ decidemedical online platform allows physicians to submit clinical cases to:
  1. Selected experts to support medical decisions for high-end, complex clinical practices or
  2. to submit clinical data and/or medical images to Corelabs within clinical research projects or
  3. to other third parties.
The independent consultant (“Expert”) has specific skills in a particular medical practice that he has acquired through education, training and experience that he wishes to share with his peers or other parties within a clinical project. It is within these conditions that the expert showed his intention to join ClinFlows online project and that parties got in touch to define the terms of the partnership that may arise between them. The following are the Terms and Conditions (“Agreement”) to join the ClinFlows online platform ("Network"), whose primary site is decidemedical.com (“Website”), and be an independent consultant ("Expert") to ClinFlows, UG (haftungsbeschränkt) & CoKG. ("ClinFlows"). These supersede all prior Terms and Conditions between ClinFlows and Experts. By submitting your acceptance of these terms via the decidemedical website, you agree to be an expert in a project / online practice and bound by these Terms and Conditions. This is a legally binding agreement, and you affirm that you have attained the age of competency to enter into a legal contract in accordance with the laws of your country of residence. Contact information for us is at the bottom of this Agreement.

  1. PURPOSE OF AGREEMENT
    These Terms and Conditions describe the relationship between Experts and ClinFlows, the means of interaction with decidemedical’s members (“Members”) and potential payment to Experts, and the protection of material works and data privacy. These terms also are intended to satisfy all parties that our activities, as well as those of our Experts and Members, will be carried out in accordance with applicable laws and appropriate standards of professional conduct. The expert is expected to read and abide by all the provisions of these Terms and Conditions; with special regard to all the policies under the heading “Consultation Policies” as it addresses important areas, including protection of confidential information and medical industry regulations restricting the disclosure of material non-public information.

  2. BACKGROUND
    Experts include healthcare professionals, consultants, academics, and researchers. Experts maintain their contact information, expertise description, preferences for interacting with ClinFlows and payment information (“Profile") at our website’s private “Log In” area for expert (“Extranet”). ClinFlows’s Members include medical practitioner and physician or study investigators. Based on our Members' needs, ClinFlows system will contact the relevant Expert for a consulting ("Assignment"). Assignments most often are conducted with Members through the tools available on the Website and in some cases through telephone conversations with Clients depending on availability. Assignments are always about providing second opinion on a clinical case ("Case") within a specific area of expertise ("Practice") for which Experts have accepted to consult or the review and provision of expertise within clinical research projects or qualitative or quantitative analysis of medical data.

  3. EXPERT RELATIONSHIP
    • a) Assignments An Expert will be contacted by phone or electronically whenever a decidemedical Members submits a relevant Case. The Website will ensure that all necessary information about the Case are available prior to contacting the Expert for an Assignment. Based on the client needs or project configuration, ClinFlows will propose the names of the most relevant Experts to the Member, after which the selected Expert will be notified about the Member’s interest in submitting a case to him or her. Experts that are selected to participate in an Assignment should respond within the required timeframe. If needed, one-on-one Consultations should be scheduled at a mutually convenient time with the Member within the available timeframe. All Consultations you provide should be performed in a prompt, focused, and professional manner.
    • b) Profile Completion In order to inform Members or project stakeholders accurately, you agree that your biographical data will be kept current. In particular, you certify that information you provide about your current and past employers, educational experience and status as a member of any association or other group is accurate.
    • c) Communication Options As an Expert, you agree you may be contacted through any of the phone numbers, email addresses, or other methods for which you provide contact information in your Profile. After signing up as an Expert, you may choose after three years to “opt-out” and request ClinFlows not to contact you in future, via email or your online Profile. All such requests will be respected and documented by ClinFlows.
    • d) Independent Contractor Any Assignments performed by you as an Expert shall be performed as an independent contractor. You have no minimum time commitment to ClinFlows unless otherwise agreed to, and may engage in any employment or other consulting you wish. Experts are obligated to accept an Assignment and ClinFlows does not guarantee a particular number or frequency of Assignments. You shall not be deemed to be an employee of ClinFlows or any Member and you shall not be entitled to any benefits provided by either ClinFlows or any Member. You agree that you shall be personally responsible for any and all taxes and other payments due on payments received by you hereunder. You acknowledge that you are not representing the views of ClinFlows or acting on the behalf your current employer in your consultations with Members.
    • e) Restrictions on joining the ClinFlows online platform You may only join the Website if you are permitted to do so and have obtained any necessary consents or waivers from relevant parties. You should not be restricted by law, employment or any conflict of interest situation whether by any contract, employment, or otherwise. For example, if your employer’s policies require you to receive explicit consent for participation in outside consulting opportunities, you agree to obtain such consent prior to participating. You have reviewed your employment agreements, employee manuals, codes of conduct, etc., to ensure your ability to participate in the Network. If you are not sure about your ability to comply with these terms, you must decline to join the Network. f) Published material As an Expert, you will provide ClinFlows with material for publishing, such as interviews, comments on cases, and other information. You hereby grant ClinFlows with unrestricted authorization of publishing, distributing, selling, and using this material along with your copyright notice. Any participation to material production with you as an Expert shall be performed as an independent contractor. All views and recommendation you may disclose in such material are your personal view and are in no circumstances shared by, agreed with by ClinFlows. You agree that you shall be personally responsible for all statement and/or comments made in this material. For interviews, you expressly accept that ClinFlows broadcasts these interviews by any means whether traditional or electronic, and that you share copyright on this material with ClinFlows.
    • g) Termination of Membership You may terminate your membership as an Expert at any time by notifying ClinFlows by email with a one-year notice. ClinFlows reserve the right to terminate your Expert membership at any time for any reason.


  4. PAYMENT
    Depending on a project, experts are paid based on flat rates or per case that are agreed to between the Expert and ClinFlows or the sponsor (client) of a project, as documented in your Profile. Experts will not disclose their rate of pay to Members at any time. We will use commercially reasonable efforts to pay you in the currency of choice by wire, check/bank draft or Paypal (www.paypal.com). At minimum, we guarantee payment in US dollars by check. Payments will be issued quarterly based on Assignment being recorded in the Extranet by the system and under prior communication by the Expert of an invoice duly in accordance with current regulation. ClinFlows is not responsible for extraordinary time and expenses related to travel / stay, that may be incurred by the Expert during an Assignment, due to any unforeseen contingency such as unexpected severe weather, substantial delays or accidents in transportation, personal health issues or property theft. ClinFlows can accommodate an alternative payment method preferred by the Expert or set forth by an expert's employer, including direct payment to the Expert's institution, payment to the Expert employer, or payment to a charity of the Expert's choice, provided the charity is registered with the appropriate authorities. Your Agreement is with ClinFlows UG (haftungsbeschränkt) & CoKG. As ClinFlows's Members will be the recipients of your services via contract with ClinFlows, therefore there is no need to add a value-added tax.

  5. CONTACTING ClinFlows
    ClinFlows UG (haftungsbeschränkt) & CoKG, the company operating the decidemedical platform can be reached at:
    Grossenberkenerstrasse 40,
    32609 Hüllhorst,
    Germany
    fon: +49 57 44 50 98 80
    fax: +49 57 44 50 98 82
    info[at]clinflows[dot]com

  6. CONSULTATION POLICIES
    An Expert shall abide by the guidelines set forth below. If in the course of an Assignment you believe that a Member may be causing you, inadvertently or otherwise, to violate a guideline set forth below, you must halt the Assignment and immediately inform ClinFlows. In case of early termination of an Assignment due to the aforementioned reasons you may submit a payment request early for the time already incurred.
    • a) Conflicts of Interest You must decline to participate in or continue to participate in any Assignment or any other activity that presents a conflict of interest or a perceived conflict of interest or cause you to breach any agreement with another entity. You are not eligible to work on Assignments involving information specifically about an organization for which you are a director, officer, or employee, without your employer's written permission. If you are inadvertently given an Assignment for which you are a director, officer, or employee, you must decline the offer and let ClinFlows know the reason. If a public company for which you are a director, officer, or employee is involved in a tender offer, you must decline all Assignments until the tender offer is resolved.
    • b) No Personal Benefit You will not use any information you obtain about a Member, including Confidential Information, business, financial or trading information, for your personal or corporate benefit, or for the benefit of family or acquaintances.
    • c) No Insider Trading In accordance with securities laws, Experts must not disclose any trade secrets, proprietary or confidential information about their employer or about the Member that is not otherwise accessible by the public and that would have a measurable impact on the value of financial instruments related to that company (“material non-public information”).
    • d) No Legal and Financial Advice You agree not to provide financial, or legal advice or recommendation.
    • e) Government Employees If you are a government employee in a country (such as the United States) in which government employees are prohibited from participating in outside consulting projects, then you cannot participate in such Assignments. If you are a government employee in a country where consulting is permitted but approval is required for the same, we require that you document proof of such approval from the relevant authorities before participating in any Assignment. With respect to countries in which retired government officials have restrictions on their ability to consult, you are required to inform ClinFlows of your knowledge of any such restrictions and decline Assignments that conflict with them.
    • f) Confidentiality You agree to maintain the confidentiality of all information about ClinFlows and Members’ practices including the subject and contents of any Assignments performed for Members; your compensation; and the name of the Member or the Member's employee ("Confidential Information"). If you are working in collaboration with other experts of the Network, you have the same confidentiality obligations to the other experts as you do to ClinFlows. You agree not to divulge the confidential information of any Assignment to any third party, unless required by law. If a court or other legal body tries to compel you to divulge Confidential Information to anyone other than ClinFlows, you will immediately notify ClinFlows and cooperate in protecting such Confidential Information to the extent possible under relevant law. You are welcome to publicize that you are a member of ClinFlows network of experts.
    • g) Information Ownership Unless otherwise agreed, any materials you provide to the Member in the course of work on an Assignment must be your original work or information that is in public domain. If your materials are developed at the specific request of the Member or ClinFlows and the related time and/or expenses are paid for by ClinFlows, then the Member or ClinFlows respectively will own the materials as “work for hire” and for any purpose they choose. All other materials you have created outside of an explicit Member/ClinFlows request remain your exclusive property.
    • h) Non-Compete and Non-Solicitation You agree not to knowingly solicit Assignments directly from or propose directly any kind of consulting relationship to an Introduced Member without written permission of ClinFlows, until the one-year anniversary of your last Assignment with the Member or your initial introduction to the Member through ClinFlows, whichever was later. An Introduced Member is a member with which you had not had a significant meeting or phone call about a consulting project or other business relationship within the three years immediately prior to ClinFlows first introducing the Member to you. You also agree not to knowingly solicit for employment any employee of ClinFlows or of any Member with whom you have completed an Assignment until the one-year anniversary of your termination of membership in the Network.


  7. PRIVACY POLICY
    ClinFlows will not disclose to outside parties the names, contact information, or consultation records of Experts of the Network, unless an Expert provides consent or where required in extraordinary circumstances by legal authorities. Members also are not permitted to publicly divulge the name, opinions or Assignment-related work product of an Expert without the Expert’s written permission. ClinFlows will provide information about you to the Members when they express a firm interest in using you for an Assignment. ClinFlows reserves the right to summarize information about your expertise, altered so as to keep your name and all contact information confidential where relevant, in our marketing materials, unless you explicitly request otherwise via your Profile preferences. ClinFlows will not sell any information about you to third parties for any reason, including but not limited to marketing of goods and services. ClinFlows selectively may note third party goods and services on our Website and Extranet that are relevant to business professionals, without divulging information about our Experts. The Expert may choose to follow a web link or other path to a third party and explicitly sign a separate agreement with them covering use of their goods or services. Regardless of your residence or nationality, ClinFlows may store data about you on computer servers in a different country (e.g., the United States) where this is permitted by the laws of your country of residence. ClinFlows makes exceptional efforts to maintain the privacy and security of your data.

  8. EXPERT’S RESPONSIBILITIES
    • a) General Liability ClinFlows does not participate in the consultations between Members and Experts, and is not responsible for the matters discussed therein. In this respect you expressly acknowledge that you hold all insurances’ necessary for your mission as a ClinFlows medical expert network member. You will be expected to comply in good faith with all the provisions in these Terms and Conditions, as well as any other relevant laws, regulations, and obligations outside the scope of these Terms and Conditions. If you are concerned about conflicts with any laws, regulations, or obligations in any Assignment, you should terminate that Assignment and notify ClinFlows immediately.
    • b) Indemnification ClinFlows agrees not to hold you liable for indemnification against claims, actions, damages, expenses and liabilities, of any kind unless they relate to (i) any breach by you of your covenants under this Expert Terms and Conditions; or (ii) gross negligence or willful misconduct on your part; or (iii) any incorrect or substantially incomplete information provided by you as part of your biographical data and application. Only in the exceptional circumstances (i), (ii) and (iii) above, you shall indemnify, defend and hold harmless ClinFlows and its successors, its officers, directors, employees, agents and Members from and against all such damages and liabilities, to the extent permitted by law.
    • c) Injunction If you breach or threaten to breach any of the terms herein, you acknowledge that ClinFlows's remedy at law will be inadequate and that ClinFlows will be entitled to an injunction to prevent your breach and to maintain the status quo pending arbitration.
    • d) Notification of legal or professional investigations If an expert has committed a felony, this should be communicated to ClinFlows in writing prior to accepting an Assignment. Notification before an Assignment also is required about any substantial business-related investigation involving the Expert which might reasonably affect the Member’s decision to interact with him or her. This includes but is not limited to the possible removal of the Expert from a certifying body or certification status for his or her profession.


  9. ADDITIONAL TERMS
    • a) Modification of Agreement By becoming an Expert of the Network, you agree to be bound by the Terms and Conditions with such updates, if any, as shall be made by ClinFlows from time to time. These Terms and Conditions and any subsequent revisions are available to you when you access our website. Updates will not become effective with respect to an Assignment on which you are then engaged, without your consent, but shall apply to any Assignment subsequent to a change in these terms and conditions.
    • b) Copyright All material on ClinFlows's Website, whether explicitly marked or not, is protected by copyright. By posting material (i.e., surveys), experts expressly grant ClinFlows the non-exclusive right to publish, broadcast, copy, distribute, and make available for download such material, whether alone or in combination with other materials. Experts may download material from ClinFlows's Web site for their personal, noncommercial use. ClinFlows owns the copyright on any text, which an Expert provides to ClinFlows, unless such content is explicitly labeled as having been previously published in a publicly accessible format and/or another party owns a copyright to such text
    • c) Governing Law Any legal issues pertaining to the relationship between you and ClinFlows, including the provisions of these Terms and Conditions, shall be governed, construed, and enforced in accordance to the laws in Germany.
    • d) Jurisdiction Any dispute, controversy or claim relating to this Agreement shall be brought before the commercial courts of Düsseldorf, Germany.
    • e) Waiver The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof nor deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.
    • f) Severability If any provision of this contract is found to be invalid or unenforceable, this by itself does not affect the validity or enforceability of any other provision.
    • g) Reconfirmation ClinFlows and/or Members may request that you reconfirm any part of these Terms and Conditions. Each Member is an intended beneficiary of these Terms and Conditions and shall therefore have the right to enforce your compliance with these Terms and Conditions.