COMPLIANCE CHARTER

PREAMBLE

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

PREVENTION OF CONFLICTS OF INTEREST

An Expert may refuse or suspend his/her participation in the Xperts Council Circle of Experts if a project potentially presents a conflict of interest, violates any applicable law, or breaches his/her commitments towards current or former employers, or any third party.

He/She also undertakes to refrain from disclosing any material information and unpublished data relating to the company for which he/she works, from revealing any trade secrets or other information protected by intellectual property rights, as well as from transmitting any sensitive information he/she is required to keep confidential under a contract, agreement, or undertaking. In the event of a breach of these rules, XPERTS COUNCIL reserves the right to exclude the Expert from the Circle of Experts.

If a Client induces an Expert to disclose confidential information, XPERTS COUNCIL reserves the right to cancel any further consultation with this client.

The Expert undertakes not to accept any assignment offered by a client who conducts, directly or indirectly, an activity in competition with that of the company by which he/she is employed or engaged as a provider.

Clients and Experts commit not to bypass the introductions made by EXPERTS COUNCIL SAS in order to sell or promote services or products marketed by their respective companies or on their own behalf. Likewise, any consultation subsequent to an introduction between a client and an expert must necessarily be organized through Xperts Council.

A Client must not request a second interview with an Expert, nor propose to him/her any assignment of any nature whatsoever, without the intermediation of EXPERTS COUNCIL SAS.

Experts commit to immediately inform XPERTS COUNCIL of any direct solicitation they may receive from a client and to decline any collaboration proposal that has not been approved by XPERTS COUNCIL.

CONFIDENTIALITY

The Expert undertakes to keep confidential all information relating to the Projects, as well as the identity of Clients.

More generally, the Expert undertakes to respect the confidentiality of any information to which he/she may have access, in any manner whatsoever, within the framework of a Project or the Experts Network.

In case of doubt as to the nature of a request made by a client, the Expert must suspend his/her participation in the project and immediately inform XPERTS COUNCIL at the following address: [email protected]