Effective as of 12/03/2024, this agreement governs the business engagement between you (“Shyft Expert”, “your”) and Shyft Consulting GmbH (“Shyft Management Consulting”, “our”, “us”, “we”) and all its subsidiaries and affiliated companies, governing your role as a Expert within Shyft Consulting GmbH and its client network. It constitutes a legally binding contract to be upheld by both parties involved. Within this agreement, a Shyft Expert refers to an individual possessing specialized knowledge who is willing to provide their non-confidential insights to the clients of Shyft Consulting GmbH during projects.

1. Scope of the Agreement

1.1 As a Shyft Expert, Shyft Consulting GmbH aims to provide you with interesting, relevant, and unique projects that fit well with your areas of expertise. Your cooperation and commitment to this agreement are vital as our clients rely on your insights and professionalism.

1.2 Upon acceptance of the Terms & Conditions and Compliance & Non-Disclosure Agreement, you commit to becoming part of the Shyft Consulting GmbH Expert Network – a Shyft Expert. This network consists of individuals with specialized knowledge who are open to offering their non-confidential expertise to the clients of Shyft Consulting GmbH.

1.3 By registering with the Shyft Consulting GmbH Expert Network, you confirm the accuracy of the provided biographic information and pledge not to disseminate false or misleading information to Shyft Consulting GmbH and its clients.

2. Conflicts & Rejection of Consultation Requests

2.1 You agree that you are participating in our Expert Network in your personal capacity, and you are expressing your own views and opinions. You agree to decline any project that might be a conflict of interest, would violate any applicable laws or regulations, or relates to any matters or entities you are restricted from discussing. You agree that you are not restricted from participating in our Expert Network by any legal, employment, contractual, fiduciary, non-disclosure, or other obligation you have, and if necessary, you will obtain prior approval from your employer. You will not obtain information from, hire, or engage a third party to provide support to a project, or ask a third party to join any call with you. You are responsible for the content you share.

2.2 You agree that any work product you create for a client will be owned by such client and you hereby assign and transfer to Shyft Consulting GmbH and the corresponding client all right, title and interest to the work product and deliverables produced by you under the framework of your participation in our research projects, including all intellectual property rights therein. You nonetheless retain ownership of any works that you may have developed prior to or independent of the services you provide to Shyft Consulting GmbH and our clients. While we do not recommend including any of your own intellectual property in the work product that you may prepare for the client, if you choose to do so, you hereby grant Shyft Consulting GmbH and the corresponding client a perpetual and irrevocable right and license to freely use and exercise all rights in the intellectual property that you have included in the work product provided to Shyft Consulting GmbH or its clients without any additional compensation required by Shyft Consulting GmbH or the corresponding client.

2.3 In addition, you agree to the following to avoid any potential conflicts:

• You agree to not disclose any confidential or proprietary information or trade secrets that you may have learned from any third party (including anything that may constitute “material nonpublic information” under applicable laws and regulations).
• You agree not to provide any material that would infringe the intellectual property rights of any third party.
• If you are an investment advisor, broker, or financial services professional, you agree not to give investment advice, rate, or recommend a security.
• If you are a scientist, researcher, doctor, nurse, or other medical professional, you agree not to discuss nonpublic clinical trials, FDA processes or other non-public knowledge related to any clinical trials, and you will not offer medical advice. If you are involved with any clinical trial, you will notify us.
• If you are a current or former accountant or auditor, you agree not to discuss your current clients or clients audited within the past 3 years. You agree not to discuss accounting or finance issues relating to your current employer or give any accounting advice.
• If you are an attorney, you will not give legal advice or establish an attorney-client relationship.
• If you are an employee, official, or representative of a government, quasi-government, state-owned or controlled university, hospital, utility, public international organization, or you work on state-funded projects, you must determine whether you are able to accept payment from Shyft Consulting GmbH. If you are able to receive compensation, you agree that your decisions and objectivity will not be influenced by any compensation you receive from Shyft Consulting GmbH which is transparent, documented, and reasonable given your level of expertise. You represent that your expertise and opinions are offered in your personal capacity, that you will not violate your duties owed to your employer by participating in our Expert Network, and that you will not discuss any polices, legislations, regulations, or contracts you can influence or upon which you can vote.
• If you are an officer, director, or executive of a company, you agree not to participate in projects when an initial public offering (IPO), merger, take over, or tender offer of that company is pending. If you are employed by an entity that is acting or has acted on behalf of a company in connection with a pending takeover or tender offer, you also agree not to participate in such projects.
• If you are actively serving as a member of the armed forces in any country, you agree not to participate in any consultations.

3. Self-Employment and Compensation

3.1 You affirm that you are not an employee of Shyft Consulting GmbH nor primarily engaged in work for the company. You agree that the compensation we pay you is solely for your expertise and opinions, and that you are not a Shyft Consulting GmbH employee; rather, you are an independent consultant who understands you need to comply with your own applicable tax, withholding, reporting, and other regulatory obligations.

3.2 We appreciate and value your expertise and time, and recognize that you deserve to be fairly compensated for them. Compensation is agreed upon on a project basis with Shyft Consulting GmbH. The initial ten minutes of the consultation serve to define the project scope. We cannot provide compensation for preparation time unless agreed to in advance by our client and authorized in writing by the Shyft Consulting GmbH CEO Gerrit Feuerriegel. We ask that you do not disclose your rate at Shyft Consulting GmbH to our clients without our written consent.

3.3 You must submit payment details within 30 days after completion of an engagement. If you do not submit valid payment details within 30 days after the consultation, you are not entitled to claim payment. Your payment will be sent to the account details provided by you. Any costs associated with payment transactions are the responsibility of you. Invoices are deemed valid for payment only when accompanied by correctly completed payment details. Shyft Consulting GmbH reserves the right to charge a flat rate of €20.00 for expenses related to incorrect transactions due to inaccurate bank account information provided by you.

4. Confidentiality, Compliance, and Non-Disclosure

4.1 You are obligated to maintain confidentiality regarding all confidential information disclosed by Shyft Consulting GmbH and its clients.

4.2 You should consider all information you receive about a project, including the name(s) of client(s), the topic(s), the questions, and any other information you learn through your role as an Shyft Consulting GmbH Expert, as Confidential Information. You agree that you will not record our clients or transcribe the conversations you have with them.

4.3 Under no circumstances are you permitted to disclose or share confidential information acquired during consultations.

4.4 You agree to utilize confidential information solely for the agreed-upon purpose and in compliance with applicable security laws. You understand you cannot take actions that benefit you or any other person or entity based on information you learn during a project, including but not limited to buying, selling or otherwise trading any securities based on any Confidential Information.

4.5 Confidential information includes all verbal or written business secrets, documents, and materials provided to you for project execution, as well as commissioned services and work results.

4.6 You pledge to treat all acquired confidential information with strict confidentiality and refrain from disclosing it to third parties without prior written consent from Shyft Consulting GmbH, except when required by applicable laws, provided that Shyft Consulting GmbH is notified in advance.

4.7 All business information, documents, and materials provided to you for project execution are confidential and may not be shared with third parties without prior written permission from Shyft Consulting GmbH. Upon request, such documentation and materials must be returned or destroyed. Shyft Consulting GmbH reserves the right to verify the destruction of provided materials.

5. Privacy and Recording Consent

5.1 Detailed information regarding the processing of personal data is available on the “Privacy policy” page of Shyft Consulting GmbH.

5.2 Shyft Consulting GmbH may record, transcribe and store an audio or video version of your conversations with us or our clients for quality assurance, product improvement, process improvement, compliance purposes and team training purposes (“Call Recording”). By indicating your acceptance of this agreement or joining the Expert Network, you acknowledge and agree to such Call Recording. You will be notified in any event of a Call Recording in real time by a screen prompt.

While recordings may capture your name if identifiable, Shyft Consulting GmbH ensures confidentiality by not disclosing participants’ names in documents provided to third parties or clients. All recorded content is processed in accordance with the privacy policy, and any shared information is sanitized to remove identifiable details before use.

6. Copyrights

6.1 All rights to services and work results provided by you within consultations belong exclusively to Shyft Consulting GmbH. These works, along with associated documents, become the property of Shyft Consulting GmbH upon creation and must be credited to you.

6.2 Shyft Consulting GmbH holds sole rights to utilize these works or grant usage rights to third parties.

6.3 You consent to Shyft Consulting GmbH’s right to transcribe interviews and conversations for quality control, product improvement, and training purposes. All recorded data is handled in accordance with privacy policies and sanitized before use. Recordings made for transcription purposes are deleted within one business day.

7. Miscellaneous

7.1 Shyft Consulting GmbH reserves the right to amend the Terms & Conditions and Compliance & Non-Disclosure Agreement by publishing a revised version on its website. Changes are effective upon publication, and if you do not agree with the changes, you must communicate your disagreement within five weeks. Your Disagreement permits Shyft Consulting GmbH to deregister you and terminate your membership.

7.2 If any provision of the Terms & Conditions and Compliance & Non-Disclosure Agreement shall be held or made invalid by a court decision, statute, or rule, or shall be otherwise rendered invalid, the remainder of this Agreement shall not be affected thereby. The failure of either party to enforce its rights under this Agreement at any time or for any period shall not be construed as a waiver of such rights.

7.3 By indicating your acceptance of this agreement or joining the Expert Network, you are agreeing to be bound by all terms, conditions and notices contained or referenced in this agreement. If you do not agree to this agreement, please do not join our Expert Network as an Shyft Consulting GmbH Expert. Each party expressly agrees that this agreement is legally binding upon signature.

7.4 Both Shyft Consulting GmbH and you have the right to terminate your Expert Network membership without providing reasons and with immediate effect. While we hope to establish a long term, mutually beneficial relationship with each of our Shyft Consulting GmbH Experts, each of us can terminate our relationship with the other at any time for any reason upon written notice to info@shyft-consulting.com.

Thank you for joining our network!