Consultant Review Of Key Terms And Conditions

18 Questions | By Axonadvisors | Updated: Mar 15, 2022 | Attempts: 42

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1.

Introduction!Thank you for continuing your participation in Axon Advisors' field research projects! In addition to signing our Terms and Conditions governing your participation, once per year thereafter you must review and renew your agreement to key terms and conditions to be eligible for future projects. You can also review this tutorial to enhance your understanding of the Terms and Conditions you recently signed, should you need further clarification.If you have been asked to complete Axon's Compliance Tutorial before participating in any projects, please complete this training program at your earliest convenience. It is a review of the key terms that you have previously agreed to, and you must pass answering all questions 100% correctly in order to renew your eligibility. You can review a copy of the Terms and Conditions here: http://www.axonadvisors.com/AxonAdvisors_Terms_and_Conditions.pdf. We review all submissions, and your eligibility is at our sole discretion to determine based on the number of retakes to pass. It should take approximately five minutes to complete. Are you ready to begin?
- A.
  
  Yes
- B.
  
  No. (Please exit the tutorial.)
2.

Overview. Axon Advisors is a market research fieldwork company. Axon connects clients, including business management consulting firms, global investment firms, corporations, law firms, and other persons and organizations ("Clients") with healthcare industry experts such as you and other business professionals, consultants, academics and researchers, for field research projects ("Projects"). Your participation in any Project is at your discretion. You are not obligated to accept or continue with any Project.
- A.
  
  I understand.
- B.
  
  I want to discontinue. (Please exit the tutorial.)
3.

Eligibility to Participate.You may only participate in Projects through Axon Advisors if you are permitted to do so, including, without limitation, by your employer, affiliated institution or previous employer, if applicable, and you must obtain any and all necessary consents or waivers from all appropriate parties. It is your responsibility to ensure that you do not violate any law, regulation, agreement, policy or other obligation you may have by participating in any Project or by disseminating any information during a Project. If you are unsure whether you are able or permitted to participate in a particular Project, you must decline to participate in that Project.
- A.
  
  I agree.
- B.
  
  I want to discontinue. (Please exit the tutorial.)
4.

Harms Caused to Clients.Axon's Clients expressly do not want confidential information and are actually harmed when they receive it. For example, if you or any other consultant were to divulge confidential information, even inadvertently, to one of our Clients, that Client would be prevented from taking any position on a stock that they may have planned to take, thus causing them to abandon all of their research and potential profits.
- A.
  
  I understand.
- B.
  
  I want to discontinue. (Please exit the tutorial.)
5.

Conflict Resolution Procedure.If you become concerned with the nature of any questions asked in the course of a Project or concerned that your participation in a Project could result in a violation of any law, regulation, agreement, policy, these Terms and Conditions or any other obligation or duty that you may have, then you must discontinue your participation in the Project immediately by emailing [email protected], or reaching out to your client service representative. Violation by you of any of the policies set forth herein will be a breach of these Terms and Conditions and will result in the immediate termination of any current and future Projects that you participate in through Axon Advisors. You must also fully cooperate in any investigation concerning actual or alleged violations of these Terms and Conditions.
- A.
  
  I agree.
- B.
  
  I want to discontinue. (Please exit the tutorial.)
6.

Compensation After Discontinuing Due to a Perceived COI or Violation.If you discontinue your participation in a Project for any of the aforementioned reasons, will you still receive full compensation, as if the Project occurred as planned?
- A.
  
  Yes.
- B.
  
  No.
7.

Participating in Good Faith.You agree to provide information to Axon Advisors and Clients prior to, during and after all Projects in good faith and to the best of your ability and at all times consistent with these Terms and Conditions and you further agree to never, to the best of your knowledge and ability, provide Axon Advisors or any Client with false or misleading information.
- A.
  
  I agree.
- B.
  
  I want to discontinue. (Please exit the tutorial.)
8.

Non-Disclosure of Material Non-public Information.You will not disclose any material non-public information. A basic principle of securities law is the prohibition against the misuse of material, non-public information – often referred to as “insider trading”. The prohibition against insider trading includes the following: if you are in possession of material non-public information about a company or the market for a company's securities, you must either publicly disclose the information to the marketplace or refrain from trading. Generally, disclosure is not an option and the effect is to require an individual to refrain from trading. You also may not communicate inside information to a second person who has no official need to know the information. Information is considered material if there is a substantial likelihood that a reasonable investor would consider it important in deciding to buy or sell a security. In addition, information that, when disclosed, is likely to have a direct effect on a security's price should be treated as material.Which of the following are examples of insider information? (There are no "trick" questions.)
- A.
  
  My impression of future courses of action of a company I do not work for or have business relationships with - and have no information about other than my own personal industry expertise and opinion;
- B.
  
  Published information on developments I was directly involved in;
- C.
  
  Impending merger or tender offer;
- D.
  
  Impending leveraged buy-out;
- E.
  
  Impending joint venture;
- F.
  
  Impending acquisition or sale of an asset;
- G.
  
  Significant projections or earnings changes and other major corporate events;
- H.
  
  Changes in dividend policy, the declaration of a stock split, offering of additional securities, plans to buy back securities;
- I.
  
  Financial transactions, borrowing, pricing changes;
- J.
  
  A change in management or auditors;
- K.
  
  Research and development plans.
9.

Restrictions on Participation in Relation to Public Policy Making.If you are an employee of a government owned or controlled organization or are a government official or government agency official, member of party, or candidate, whether in the U.S. or elsewhere, you will not discuss government legislation, regulation, policy, contracts or other business that you are in a position to vote upon or otherwise influence.
- A.
  
  I agree.
- B.
  
  I want to discontinue. (Please exit the tutorial.)
10.

Restrictions on Participation in Relation to Clinical Trials.If you are involved in a clinical trial, you will not discuss patient experience or trial results not yet in the public domain. If you are a member on the Clinical Trial Steering Committee and Data Safety Monitoring Board, you cannot discuss the active trial or the drug that is the subject of the trial. If you are a Scientific Advisory Board member, you will not discuss a company’s ongoing clinical trials. If you are an FDA Advisory Committee member, you will not discuss products or services for which that Committee receives confidential information or makes recommendations. If you are a formulary manager, you will not discuss your company’s future formulary decisions.
- A.
  
  I understand.
- B.
  
  I want to discontinue. (Please exit the tutorial.)
11.

Proceedings.If you have been convicted of or charged with a felony or have been subject of a business-related investigation or regulatory or enforcement proceeding brought by any institution or securities, commodities or other financial regulatory authority or self-regulatory organization, you will inform Axon Advisors of such prior to participating in any Project.
- A.
  
  I agree.
- B.
  
  I want to discontinue. (Please exit the tutorial.)
12.

Restrictions on Participation in Relation to your Profession.If you are a doctor, then you will not offer or give medical advice.If you are an accountant, then you will not discuss companies that you have audited within the twelve months prior to the Project.If you are an accountant, then you will not offer accounting advice. If you are a lawyer, then you will not offer legal advice.
- A.
  
  I agree.
- B.
  
  I want to discontinue. (Please exit the tutorial.)
13.

Confidentiality Obligations.You shall maintain in confidence any and all confidential or proprietary information of or concerning Axon Advisors’ or any Client (“Confidential Information”). For purposes of these Terms and Conditions, “Consultant Work Product” means all content, materials and intellectual property developed by or on behalf of Client in connection with any Project.Regardless of whether such information is designated as “confidential information” at the time of its disclosure, Confidential information shall include which of the following?
- A.
  
  Information relating to or discussed (including, but not limited to, questions asked) during any Project (or proposed Project);
- B.
  
  Consultant Work Product;
- C.
  
  The existence of the relationship between any Client and Axon Advisors;
- D.
  
  The existence of the relationship between any Client and you;
- E.
  
  Any documents or information that have been supplied to a Client or us or by a Client or us in connection with any Project or Consultant Work Product;
- F.
  
  The findings, results or conclusions of any Project;
- G.
  
  Any information relating to the business of a Client or us, or any client or affiliate of a Client or us (including, but not limited to, client names, information as to processes, techniques, discoveries, pricing, marketing, methods, know-how, organizational structure, customers and results of operations, analysts or affiliates);
- H.
  
  All confidential or proprietary information of or concerning Axon Advisors or any Client, including but not limited to Axon Advisors’ or any Client’s respective technical and business information relating to proprietary ideas and inventions, patents and patentable ideas, trade secrets, existing and/or contemplated products and services, research and development, production, costs, profit and margin information, finances and financial projections, customers, clients, marketing, and current or future business plans and models.
14.

Intellectual Property Ownership.All Consultant Work Product that you create or help create in connection with any Project shall be considered work made for hire by Client, and Client shall have exclusive ownership of such Consultant Work Product, including any and all copyright and other intellectual property rights in such work. You, on your own behalf and on behalf of any of your affiliates, agents or employees, hereby assigns to Client any and all rights of copyright and other intellectual property rights in and to such Consultant Work Product and no rights are reserved by you therein. Client shall have the exclusive use of any and all Consultant Work Product including, but not limited to, the right to reproduce, disclose, transmit, publish, broadcast and post such Consultant Work Product, and you represent and warrant that such any such use will not violate any agreements or understandings you may have. Client may alter Consultant Work Product, add to it, or combine it with any other work or works, in its sole discretion. You shall retain all of your rights, title and interest in and to any intellectual property that you create independently of or prior to any Project, except that you hereby grant to Client a perpetual, world-wide, royalty free and transferable license to use such intellectual property to the extent included in any Consultant Work Product. Without limiting the foregoing, you agree that the Client is free to use any ideas, concepts, know-how or techniques contained in any such retained intellectual property, including, but not limited to, developing, manufacturing, marketing and selling products which use such information.
- A.
  
  I agree.
- B.
  
  I want to discontinue. (Please exit the tutorial.)
15.

Confidentiality Obligations Continued.Our Clients cannot attribute any information to you or broadcast your name publicly without your and Axon's prior written consent.
- A.
  
  I understand.
- B.
  
  I want to discontinue. (Please exit the tutorial.)
16.

Restrictions on Participation in Relation to your Employer.You will not participate in any Project that involves discussing your current employer, any entity that you are currently a director, officer or trustee of, or any employer that you worked for in the 6 months prior to such Project. If you are an officer or director of a company, then you will decline or discontinue all Projects when an IPO, merger, tender offer or similar transaction involving such company is pending.
- A.
  
  I agree.
- B.
  
  I want to discontinue. (Please exit the tutorial.)
17.

Restrictions on Participation in Relation to your Employer.You will not participate in any Project with a Client that is a competitor of your current employer.
- A.
  
  I agree.
- B.
  
  I want to discontinue. (Please exit the tutorial.)
18.

Compliance to the Sunshine Act.If you are a physician and the sponsor of any Project you engage in is a manufacturer of a drug, device or biological, and if the manufacturer is aware of your identity as a participant in a Project, then that manufacturer is required to post your name and honorarium paid to you on their website in compliance with the Open Payments Program of the Sunshine Act. We will proactively determine if this is a requirement prior to the start of any Project and obtain your consent to participate under such conditions.
- A.
  
  I understand.
- B.
  
  I want to discontinue. (Please exit the tutorial.)