EXPERTS COUNCIL COMPLIANCE CHARTER

PREAMBLE

XPERTS COUNCIL is the trademark of EXPERTS COUNCIL SAS, which has implemented strict compliance requirements and controls to avoid any risk of conflict of interest between its clients/prospects and its experts.

PREVENTION OF CONFLICTS OF INTEREST

An Expert must refuse or suspend their participation in the Xperts Council Circle of Experts if a project potentially presents a conflict of interest, contravenes an applicable law, or breaches their commitments to their current or past employers, or any third party.

The Expert represents and warrants to EXPERTS COUNCIL SAS or the Client that they have not held, during the two (2) years preceding the Assignment, any position as an employee, advisor, or consultant to a government, ministry, public body, or any other state entity, or, where applicable, that they have informed EXPERTS COUNCIL SAS fully and accurately of such position.

The Expert undertakes not to participate in any assignment likely to create a conflict of interest or to infringe upon the principles of probity, transparency, and integrity, as defined by Law No. 2016-1691 of December 9, 2016 (known as the “Sapin II Law”) and the recommendations of the French Anti-Corruption Agency (AFA).

EXPERTS COUNCIL SAS reserves the right to suspend or cancel any Assignment in the event of a breach of these obligations, or if it deems that the Expert’s situation presents a legal or ethical risk to the Client or to itself.

The Expert also undertakes to refrain from revealing material information and unpublished data concerning the company for which they work, from disclosing any personal data and any information likely to infringe upon trade secrets or any information protected by intellectual property rights, as well as from transmitting any sensitive information that they are obliged to keep confidential under a contract, agreement, or undertaking. In the event of a violation of these rules, XPERTS COUNCIL reserves the right to exclude the Expert from the Circle of Experts.

If a client induces an Expert to communicate confidential information to them, EXPERTS COUNCIL SAS reserves the right to cancel any subsequent consultation with that client.

The Expert undertakes not to accept an assignment proposed by a Client:

• Who exercises, directly or indirectly, an activity competing with that of the company of which they are an employee or service provider; or
• Who participates directly or indirectly (initiator, advisor, third-party expert, etc.) in an ongoing Due Diligence of which the Expert has knowledge concerning the company of which the Expert is an employee or service provider.

Clients and experts undertake not to circumvent the introductions made by EXPERTS COUNCIL SAS in order to sell or promote services or products marketed by their respective companies or in their own name. Similarly, any consultation subsequent to an introduction between a client and an expert must necessarily be organized via EXPERTS COUNCIL SAS.

A Client must not solicit a second interview with an Expert or propose an assignment to them, whatever its nature, without the intermediation of EXPERTS COUNCIL SAS.

The Expert undertakes to immediately inform EXPERTS COUNCIL SAS of any direct solicitation they may receive from the Client and decline any collaboration proposal that has not received approval from EXPERTS COUNCIL SAS.

CONFIDENTIALITY

The Expert undertakes to keep confidential all information relating to Projects, the subject of the Assignment, the identity of Clients, and pricing conditions.
In general, the Expert undertakes to respect the confidentiality of any information to which they may have access, in any manner whatsoever, in the context of a Project or an Expert Network.
In case of doubt regarding the nature of a request made by a client, the Expert must suspend their participation in the project and immediately inform EXPERTS COUNCIL SAS at the address: compliance@xpertscouncil.com.