Please carefully review these Terms and Conditions as this is a legally binding contract between you and Apex Leaders, LLC (“Apex Leaders”). These Terms and Conditions will govern your relationship with Apex Leaders and its clients.
Apex Leaders cultivates impactful relationships with CEOs, current industry leaders and other individuals (each an “Advisor” or “you”) for due diligence, portfolio performance, company board seats and sector thesis initiatives. As an Advisor, you may provide paid consulting services to one or more Apex Leaders clients (each a “Client”). Advisors’ interactions with Clients may include, without limitation, brief telephone conversations, extended consulting engagements, identifying investment & acquisition targets, board of directors placements, employment and enduring relationships (each, an “Engagement”).
Participation As an Advisor.
You acknowledge and agree that you are not restricted from acting as an Advisor for Apex Leaders and its Clients by any contractual, fiduciary, ethical, policy or other obligations of yours. You agree that you will serve as an Advisor in your personal capacity and not as a representative of any other entity or person. Further, you acknowledge and agree that any background or biographical information you provide to Apex Leaders is complete and accurate and can be shared with Apex Clients.
Acceptance of Engagements.
You may accept or decline any Engagements in your sole discretion; provided that you accept only Engagements that (a) do not create an actual or perceived conflict of interest (See “Advisor Conduct” below); (b) relate to matters that you are permitted to communicate about under applicable law and any obligations (contractual, employment, policy, ethical or otherwise) you may be bound to, and (c) relate to topics about which you are knowledgeable.
Payment for Engagements.
For brief telephone conversations, you will be compensated after the conversations at the mutually agreed upon rate established prior to the conversation with the Client. You will receive payment within 30 days of receipt of your invoice through Apex Leaders’ billing system.
To receive payment, you must log into Apex Leaders’ secure billing system at www.portal.apexleaders.com and submit an invoice. Invoices submitted for services performed more than 90 days after the last day of service rendered, will not be honored.
Unless you have received prior written authorization from Apex Leaders, you will not be compensated for (a) any research in preparation of, or in follow-up to, an Engagement, or (b) business expenses. In addition, Apex Leaders will compensate you only for Engagements with Clients that are either arranged by Apex Leaders or pre-approved in writing by Apex Leaders.
Apex Leaders will provide Internal Revenue Service (“IRS”) Form 1099 to Advisors as required. As a condition to payment, you agree to properly complete and deliver to us all information that we may reasonably require to comply with applicable tax reporting and withholding obligations, including submittal of an IRS Form W-9 if your billings exceed $600 in a calendar year.
You will act with the utmost professionalism and courtesy in your dealings with Clients and will not disclose any confidential information, including, without limitation, any material non-public and Confidential Information (as defined below), commercial secrets, and any information covered by any nondisclosure agreement(s) to which you are a party or policies to which you are subject, regardless of its source (i.e., present or previous employment relationships, directorships, consulting engagements, nondisclosure agreement, etc.).
As an Advisor, you also agree to avoid any conflicts of interest as a result of your participation related to any of the following:
- Any engagement where the nature of the inquiry extends beyond general industry insights and trends to disclosing specific non-public information about a company for which you are currently an employee, consultant, director, member, officer or trustee. If you are employed by a government (local, state, federal, or foreign), you must decline any Engagements regarding any industries or entities regulated by your employer.
- Any Engagement that would result in a breach of contract (including without limitation obligations of confidentiality), violation of applicable law or policy, or that might reasonably be considered unethical.
Furthermore, if you determine at any time that your participation in an Engagement could result in a violation of any of these terms and conditions, the policies of your employer, or may otherwise present a conflict of interest, you must immediately terminate your participation in such Engagement and notify Apex Leaders.
You agree that you are solely responsible for the accuracy and completeness of your work product and services to Clients and for complying with any law or regulations relating to any of your work product or services.
Material Nonpublic Information.
You shall disclose in writing to Apex Leaders any publicly traded company with which you are affiliated. You are affiliated with a publicly traded company for purposes of this Agreement if you are an employee, independent contractor, consultant, officer, director, or agent of a publicly traded company, or you otherwise have access to material nonpublic information about a publicly traded company, including through a family member’s affiliation with a publicly traded company. You shall promptly update Apex Leaders with any changes or additions to your affiliations with a publicly traded company, and you shall promptly respond to requests by Apex Leaders or Clients requesting such information from you. If you fail to respond to any such request within the time period stated in the request, you will be deemed to have stated that there are no changes to your affiliations with publicly traded companies since the last disclosure you made to Apex Leaders. You shall not disclose to Apex Leaders or to any Client material nonpublic information regarding any publicly traded company, regardless of how you acquired such information.
“Confidential Information” means all information that you acquire as a result of your relationship with Apex Leaders and its Clients, including the names of such clients, employee names and Engagements for such Clients.
Confidential Information shall not include information which (a) is or becomes publicly known without violation of these Terms and Conditions; (b) you show, through written records, was rightfully known by you prior to becoming an Advisor without violation of any restriction; or (c) you are legally obligated to disclose, provided, however, that prior to any such obligated disclosure, you give Apex Leaders reasonable advance notice of such disclosure and cooperate with us in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information.
You will hold all Confidential Information in strict confidence and shall not disclose any Confidential Information to any third party. You shall not use any Confidential Information for your own benefit or that of any third party. The obligations of these Terms and Conditions with respect to Confidential Information shall survive any termination or expiration of these Terms and Conditions.
Any work product that you create in connection with an Engagement is solely owned by the Client (e.g., as a “work for hire”) and may be used by such Client for any purpose permitted under that Client’s agreement with Apex Leaders. Any work product you create independently of, or prior to, any Engagement (“Retained Content”) remains your property and you retain all rights, title and interest in and to such Retained Content; however, you grant the Client a perpetual, world-wide, royalty-free, and transferable license to use any Retained Content for the purposes contemplated by the Engagement. The obligations of this paragraph shall survive any termination or expiration of this these Terms and Conditions.
Independent Contractor Relationship.
You acknowledge and agree that you will participate in each Engagement as an independent contractor of Apex Leaders and, as a result, you agree to comply with all applicable tax withholding and/or reporting obligations arising from any payments made by Apex Leaders to you. You will not have any right or authority to negotiate any agreement, make any representation or warranty, or otherwise incur any obligation on behalf of Apex Leaders or any Client. Your status as an Advisor does not create an employment, agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between you and Apex Leaders or any Client.
Additionally, you agree that you will not make any unauthorized use of the Apex Leaders name or intellectual property (trademarks, copyrighted materials, etc.) and you will not describe yourself as working for, or on behalf of, Apex Leaders.
Third Party Beneficiaries.
Any Client for whom you perform Engagements hereunder is an intended third party beneficiary of these Terms and Conditions and has the same rights and expectations as Apex Leaders with respect to any breach by you of your representations, warranties and agreements under these Terms and Conditions.
Apex Leaders may modify these Terms and Conditions from time to time by posting the modification(s) on our website, www.apexleaders.com. Unless otherwise specified by us when posted, all modifications will be effective upon posting and will apply prospectively and not retroactively to this Agreement as of their effective date. If you do not agree to any modification(s), your recourse will be to terminate your participation as an Advisor. If you continue to participate as an Advisor after any modification becomes effective, then your participation will constitute acceptance of such modification.
Any controversy or claim arising out of or relating to the interpretation and performance of this Agreement shall be solely and finally settled by binding arbitration under the rules of the American Arbitration Association, and judgment on the award and any award of costs and attorney fees rendered in the arbitration may be entered in any court having jurisdiction as a binding court judgment upon the parties thereto. Any such arbitration shall be in Ada County, Idaho and shall be submitted to a single arbitrator appointed by the mutual consent of the parties or, in absence of such consent, each party shall select an arbitrator and the selected arbitrators shall together select the arbitrator for the case. The arbitrator shall be authorized to apportion fees and expenses (including counsel fees and expenses) as the arbitrator shall deem appropriate.
If Apex Leaders engages an attorney to enforce any of the provisions of this Agreement, Apex Leaders will be entitled to recover its attorney’s fees and costs against Client, even if no formal legal action is started. In any dispute arising from or related to this Agreement the prevailing party will be entitled to recover its’ attorneys’ fees and costs against the other party.
Choice of Law, Venue, Jurisdiction.
This Agreement and any disputes arising from or related to this Agreement will be governed by Idaho law, without regard to any choice of law principles that would permit or direct the application of another jurisdiction’s laws. Each party consents to the exercise of personal jurisdiction over the parties by the state or federal courts located in Ada County, Idaho, which courts will have exclusive jurisdiction over any dispute arising from or related to this Agreement. Each party waives any claim it has regarding the convenience of Ada County as the exclusive venue.
Failure of any of the parties to enforce any provision or condition contained in this Agreement at any time will not be construed as a waiver of that condition or provision nor will it operate as a forfeiture of any right or future enforcement of the condition or provision.