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EXPERTS COUNCIL COMPLIANCE CHARTER

PREAMBLE

XPERTS COUNCIL is the trade name of EXPERTS COUNCIL SAS, which has put in place 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 must decline or suspend its participation in the Circle of Experts of Xperts Council if an Assignment potentially presents a conflict of interest, breaches an applicable law, or breaches its commitments to its current or former employers or to any third party.

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

The Expert undertakes not to participate in any assignment likely to create a conflict of interest or to undermine the principles of probity, transparency and integrity as defined by French Law No. 2016-1691 of 9 December 2016 (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 considers that the Expert’s situation presents a legal or ethical risk for the Client or for itself.

The Expert also undertakes to refrain from disclosing material information and unpublished data concerning the company for which it works, from disclosing any personal data and any information likely to infringe business secrets or any information protected by intellectual property rights, and from transmitting any sensitive information that it is obliged 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 encourages an Expert to disclose confidential information, EXPERTS COUNCIL SAS reserves the right to cancel any subsequent consultation with that client.

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

  • which carries on, directly or indirectly, a business competing with that of the company of which it is an employee or service provider; or
  • which participates directly or indirectly (initiator, adviser, third-party expert, etc.) in an ongoing Due Diligence of which the expert is aware concerning the company of which the Expert is an employee or service provider;
  • or where the company of which the Expert is an employee or service provider is the subject of a takeover bid or is in the process of an initial public offering. Clients and experts undertake not to divert 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. Likewise, any consultation following an introduction between a client and an expert must necessarily be organised through EXPERTS COUNCIL SAS.

A Client must not request a second interview with an Expert or offer it an assignment of any kind without the intermediation of EXPERTS COUNCIL SAS.

The Expert undertakes to immediately inform EXPERTS COUNCIL SAS of any direct approach it may receive from the Client and to decline any proposal for collaboration that has not been approved by EXPERTS COUNCIL SAS.

CONFIDENTIALITY

The Expert undertakes to keep confidential all information relating to the Assignments, the identity of the Clients and pricing terms.

In general, the Expert undertakes to respect the confidentiality of any information to which it may have access, in any manner whatsoever, in connection with an Assignment or its membership of the Circle of Experts.

In case of doubt as to the nature of a request made by a client, the Expert must suspend its participation in the Assignment and immediately inform EXPERTS COUNCIL SAS at the following address: [email protected].