Experts Terms & Conditions
This agreement between you (herein also referred to as “You”) and DRMTES LLC (herein also referred to as “DRMTES”) is legally binding and effective as of the date of your acceptance by submission online indicating your electronic signature at DRMTES.com or associated website. You hereby agree to abide by the following terms and conditions (herein also referred to as “Terms & Conditions” or “Expert Agreement”). The heading labels herein are provided for convenience.
INTRODUCTION
You represent to be a professional having subject matter expertise in one or more areas pertinent to one or more patents or technologies (an “Expert”) that provides consulting services, and is willing and able to provide such Expert consulting services to one or more clients referred to you, directly or indirectly, by DRMTES (DRMTES “Clients”). DRMTES Clients include law firms, corporations, organizations, individuals, any entity that requires the consultation of an Expert, or any party who receives or otherwise expresses an interest in receiving services from the Expert after being introduced to the Expert by a DRMTES Client (a “Referral Client”).
At its discretion, DRMTES will contact you, directly or indirectly, to determine whether you are available for a consulting assignment (“Assignment”) with such Client(s). Your participation in any Assignment is subject to mutual agreement between You and the Client. All Assignments are directly between the Expert and the Client, subject to any corresponding agreement between the Expert and the Client (the “Client Contract”). DRMTES does not have any involvement in or responsibility for, and DRMTES is not a party to, any Client Contract. You agree to abide by all provisions of any Client Contract to which you are a party.
REPRESENTATIONS REGARDING ACCEPTED ASSIGNMENTS
You represent that you have the requisite skills and expertise to provide the services required by any Assignment you agree to participate in (an “Accepted Assignment”). You represent that your involvement in any Accepted Assignment is not and will not result in an actual or apparent conflict of interest. You represent that your involvement in any Accepted Assignment will not breach any current agreements or legal obligations that you have to any person, entity, employer or government. You represent that your involvement in any Accepted Assignment will not result in any communication or disclosure of information or knowledge that you do not have permission to disclose.
Before accepting any Assignment, it is your sole responsibility to determine whether you will be compliant with the above conditions and capable of participating in the Assignment. You must not accept any assignment that would conflict with any of the representations indicated above.
PROFESSIONAL HONESTY
You agree never to provide or distribute false or misleading information regarding your experience, education, employment or knowledge to any Client or DRMTES, or otherwise post such misleading information publicly.
PROFESSIONAL CONDUCT
You understand that Assignments for Expert consulting services may include written declarations or testimony offering opinions under oath for use in proceedings including for the Judicial, Legislative, and/or Executive branches of the United States federal, state, and/or local government, or other similar governmental entities, and as such your credibility and ethics are of utmost importance. As such, you agree not to accept any assignment if you have ever been convicted of or charged with any felony, the target or subject of any regulatory or enforcement proceeding brought by any regulatory authority,-regulatory organization ,or other law enforcement body. Should your status change with respect to any of these representations, you agree to immediately notify DRMTES and any Clients having current Client Contracts with you.
INFORMATION ACCURACY
In order to participate in Assignments, you will be required to provide DRMTES with certain information (the “Information”). It is your responsibility to provide accurate Information to DRMTES, Clients, and all third parties that are involved in any Accepted Assignment. You agree to provide DRMTES with accurate, current, non-misleading, and complete Information including, without limitation, your current and former employment, education background, patents, publications, prior Expert cases, and any conflicts or restrictions concerning your ability to consult. Based on further information from you or other sources, DRMTES may amend your Information and you acknowledge that you are under a continuing obligation to monitor the accuracy of your Information and to update changes promptly. You hereby consent to allow DRMTES to conduct background checks through the use of third-party service providers to confirm your Information.
PRIVACY POLICY
DRMTES policies with respect to the collection and use of personal information you provide to DRMTES, that is not otherwise publicly available or ascertainable, are set forth in the DRMTES Privacy Policy which is hereby incorporated by reference in its entirety.
APPLICATION OF THE EXPERT AGREEMENT
You must comply with each of the conditions, agreements, acknowledgments, representations, covenants, warranties and other obligations included in this Expert Agreement. As an Expert, you are expected to provide your services during any Accepted Assignment in good faith, to the best of your ability and at all times consistent with this Expert Agreement and the applicable Client Contract(s). DRMTES does not participate in your interactions with Clients and DRMTES is not a party to any Client Contract. As such, DRMTES shall not be liable or responsible to you or any Client or other third party in any manner whatsoever in connection with any Accepted Assignment. You are solely responsible for your performance under any Accepted Assignment and for ensuring your compliance with this Expert Agreement and all Client Contract(s) to which you are a party. You agree to cooperate fully in any inquiry concerning actual, alleged, or potential violations of this Expert Agreement or in connection with any claim brought against DRMTES by any third party in connection with any Accepted Assignment or Client Contract.
CONFIDENTIALITY
You agree to not disclose any “Confidential Information” of DRMTES or of Clients and agree to keep and maintain your participation in Assignments confidential unless given express, written permission from the respective party. “Confidential Information” includes any and all nonpublic information, in any form or medium, written, oral or otherwise, concerning or relating to DRMTES, any of its affiliates or any Client, including, but not limited to, the names of any Clients and Clients’ employees, questions posed by any Client and the topics discussed, information or materials shared, opinions expressed or work commissioned by DRMTES or any Client. In the event that you are required to disclose Confidential Information under applicable law, you agree to promptly notify DRMTES and to fully cooperate with DRMTES 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 this Expert Agreement. Without limiting the foregoing, you shall not use Confidential Information for personal benefit (including, without limitation, 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.
ASSIGNMENTS
You must only participate in Assignments with DRMTES Clients where DRMTES has arranged or explicitly approved the Assignment. You must not participate in any other consulting assignment with any DRMTES Clients or any firms or other organizations that DRMTES has presented to you without the prior written consent of DRMTES in each instance. If a Client requests services outside of any such Assignment, you must notify DRMTES and receive explicit approval from DRMTES before commencing such services. For the avoidance of doubt, any violation of any of the restrictions set forth in this Section shall be deemed to be a material breach of this Expert Agreement.
If you are invited by DRMTES to consider an Assignment for a Client, you should either accept or decline the invitation within 48 hours of issuance where reasonably possible. DRMTES makes no representation regarding the frequency or quantity of Assignment requests that you will receive. DRMTES expects you to perform all Assignments in a timely, diligent and professional manner consistent with highest industry practice. You must decline an Assignment where you would be unable to perform to the requirements of the Assignment and within the expected time frame.
PAYMENTS AND REPORTING
Experts are to be paid consulting fees directly by the Client(s) based on the terms of the applicable Client Contract. You must provide DRMTES with an accurate summary of the fees agreed to in any Client Contract within two (2) business days of entering into such Client Contract. DRMTES is not required to pay any fees to any Expert, nor is DRMTES required to assist any Expert in collecting any fees from any Client; it is the Expert’s sole and exclusive responsibility to collect its fees from the Client. Any and all billing must be made directly by you to the Client. You must promptly inform DRMTES of the following information each time an invoice is submitted to a Client: name of client; name or Identification Number (“ID”) of case(s) and/or matter(s); invoice number; invoice date; total amount of invoice; and total number of hours billed. If any payment is received by or for you without a corresponding invoice or report of hours, You will promptly inform DRMTES of the name of the Client (or Referral Client); name or ID of case(s) and/or matter(s); date of receipt of payment; total amount of payment; and number of hours corresponding to Payment (if applicable).
INDEPENDENT CONTRACTOR
It is understood and agreed that any services performed by you under this Expert Agreement shall be performed as an independent contractor and consultant, and you further understand and acknowledge that you have no authority to act or speak on behalf of DRMTES or to represent that you have any such authority. You shall not be deemed to be an employee of DRMTES or any of its Clients and you shall not be entitled to any benefits provided by either DRMTES or any of its Clients. You agree that you shall be personally responsible and liable for any and all taxes and other payments due on payments received by you for services provided under this Expert Agreement or any applicable Client Contract. Nothing in this Expert Agreement shall create a partnership or joint venture or establish the relationship of principal and agent or any other relationship of a similar nature between you, DRMTES or its Clients.
NON-SOLICITATION
You agree that during any Assignment and for a period of thirty-six (36) months from the completion of any Assignment with a Client that has been facilitated directly or indirectly by DRMTES, you will not circumvent DRMTES by knowingly soliciting, negotiating with, or entering into any agreement or other arrangement (whether written or oral) with the Client, including any Referral Client, first introduced to you by DRMTES under which you provide any consulting services without the prior written consent of DRMTES.
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 DRMTES, Clients or third parties in connection with your performance of such services.
INDEMNIFICATION
You agree to indemnify and hold harmless DRMTES and its affiliates, and their respective officers, directors, employees, members, managing members, managers, agents, representatives, successors and assigns (collectively, “DRMTES 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 (i) your breach or violation of any provision of this Expert Agreement; (ii) any Client Contract to which you are a party; or (iii) any act or omission by you in connection with any Assignment.
DISCLAIMERS; LIMITATION OF LIABILITY
DRMTES WILL REVIEW YOUR INFORMATION AS PROVIDED WITHOUT ANY WARRANTIES, REPRESENTATIONS, OR GUARANTEES, EITHER EXPRESS OR IMPLIED, OF ANY KIND. DRMTES DOES NOT GUARANTEE THAT YOU WILL OBTAIN ANY ASSIGNMENTS OR ENTER INTO ANY CLIENT CONTRACTS, NOR DOES DRMTES MAKE ANY GUARANTEE AS TO THE AMOUNT OF BUSINESS OR FEES THAT YOU WILL RECEIVE AS A RESULT OF ANY ASSIGNMENTS OR CLIENT CONTRACTS.
NONE OF DRMTES PARTIES IS A PARTY TO, OR HAS ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO, ANY CLIENT CONTRACT. DRMTES EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH THE FOREGOING.
YOU AGREE THAT UNDER NO CIRCUMSTANCES WILL DRMTES PARTIES BE LIABLE TO YOU OR TO ANY OTHER PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS EXPERT AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY. IN THE EVENT ANY JURISDICTION DOES NOT ALLOW ANY EXCLUSION OR LIMITATION OF LIABILITY SET FORTH HEREIN, IN SUCH JURISDICTION, THE LIABILITY OF DRMTES PARTIES IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
DRMTES PARTIES SHALL NOT BE LIABLE FOR ANY CLAIMS AGAINST YOU BY THIRD PARTIES (WHICH, FOR THE AVOIDANCE OF DOUBT, INCLUDES, BUT IS NOT LIMITED TO, CLIENTS).
ARBITRATION, GOVERNING LAW AND VENUE
The validity, interpretation, performance and enforcement of this Expert Agreement shall be governed by the laws of the Commonwealth of Puerto Rico without regard to the conflicts of laws principles thereof. ANY DISPUTE, CONTROVERSY OR CLAIM ARISING FROM OR RELATING TO THIS EXPERT AGREEMENT SHALL BE FULLY AND EXCLUSIVELY FINALLY SETTLED BY AN ARBITRATION HELD IN PUERTO RICO UNDER THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION 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 federal and state courts of Puerto Rico.
The place of arbitration shall be San Juan, Puerto Rico. The arbitration shall be governed by the laws of the Commonwealth of Puerto Rico. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.
TERMINATION
You may elect to refuse new Assignments at any time, however your obligations herein shall continue and remain in full force for a period of thirty-six (36) months from the completion of any Assignment with a Client. DRMTES may terminate this Expert Agreement at any time in its sole discretion.
OPTIONAL SERVICES
At its discretion, DRMTES may elect to offer services to DRMTES experts at a cost (“Optional Services”). Where such Optional Services are offered You are under no obligation to elect to receive them. To the extent you elect to receive any such Optional Services, you agree to abide by the terms and conditions of such services in relation to the Optional Services. Your participation in any Optional Services shall not release you from any obligations herein.
OTHER CONSIDERATIONS
DRMTES may modify this Expert Agreement from time to time. DRMTES will notify you of material modifications and will require you to accept the modified terms in order to continue participating in Assignments. 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 this Expert Agreement 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 the prior written consent of DRMTES (which consent DRMTES may withhold in its 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. This Expert Agreement shall be binding upon and inure solely to the benefit of you and DRMTES and the successors, assigns and Clients of DRMTES. As used in this Expert Agreement, the word “including” shall mean “including, without limitation,” in all cases. Whenever possible, each provision of this Expert Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Expert Agreement is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Expert Agreement, and this Expert Agreement shall be reformed, construed and enforced as if such invalid, illegal or unenforceable provision had never been contained herein.
Last Updated April 21, 2020