The KnowledgeBid Deep Mosaic Network: Terms and Conditions of Membership

These Terms and Conditions govern members of the KnowledgeBid Deep Mosaic Network ("Network Members") and their membership and participation in the KnowledgeBid Deep Mosaic Network (the "Network"). It is each Network Members' responsibility to read and understand all of these Terms and Conditions. These Terms and Conditions supersede all prior terms and conditions in effect between KnowledgeBid, Inc. ("KnowledgeBid") and Network Members. By becoming a Network Member and continuing to participate in the Network, you agree to be bound and to remain bound by these Terms and Conditions. As a Network Member, you shall be a non-agent independent contractor of KnowledgeBid, subject to these Terms and Conditions, as amended from time to time, and in that capacity shall not be acting on behalf of KnowledgeBid in a fiduciary capacity nor have any authority to act on behalf of KnowledgeBid. These Terms and Conditions and any revisions or updates by KnowledgeBid thereto shall be made available to you when you access the domain and sub-domains of www.knowledgebid.com (collectively, the 'Site') and shall be provided to you by email or other communications.

KnowledgeBid & the Network

1. The KnowledgeBid Deep Mosaic Network is a group of individuals in various industries and specialties who share insights with KnowledgeBid Clients ("Clients").

2. KnowledgeBid provides a venue for Network Members to participate in different types of consulting projects ("Projects") for Clients, such as telephone consultations, surveys, ongoing consulting engagements, and similar activities.

Policies

3. By becoming a Network Member, you represent and warrant that you are permitted to do so and have obtained any necessary consents or waivers from appropriate parties. For example, if you have consulted for a business or research sponsor, you may be required to seek consents from or notify those entities and/or your institution or these organizations may have policies or agreements with you regarding consulting that you must honor. Similarly, if you are employed and your employer's policies require you to receive explicit consent for your participation in the Network, you agree to obtain such consent prior to participating. Prior to joining the Network you agree to review relevant employment agreements, employee manuals, codes of conduct, consulting agreements and other similar policies and agreements (in each case as applicable) to ensure you are able to participate in the Network. If necessary, you also agree to contact appropriate persons within your organization or the firm(s) you have consulted for to confirm that your participation is permissible and to receive any consents required.

4. By joining the Network, you represent that you have obtained all such necessary or appropriate consents and approvals. You also represent and warrant that you are not employed by or serve as a director of a public company. Failure to satisfy these representations constitutes a material breach of these Terms and Conditions and constitutes grounds for KnowledgeBid to terminate you as a Network Member. If you are unsure about your ability to comply with these guidelines and restrictions, then you must decline to participate as a Network Member. As a Network Member, you must abide by all KnowledgeBid policies. Any violation may result in immediate termination from the Network. Projects

5. As a Network Member, you must decline any Project or discontinue your participation in any Project: that presents a conflict of interest; where participation could breach any agreement with - or other obligation to - any person, employer, former employer or other entity; where participation could result in the misappropriation of trade secrets, unauthorized disclosure of confidential information or infringement of intellectual property of third parties; or where participation could result in the release of material or relevant nonpublic information concerning any public company or violate any law or regulation. YOU AGREE NOT TO PARTICIPATE IN ANY PROJECT THAT WOULD RESULT IN A VIOLATION OF APPLICABLE LAW OR YOUR OBLIGATIONS TO THIRD PARTIES.

6. Network Members who are directors or employees of a company are not eligible to and agree not to participate in Projects involving their company, except where specifically agreed upon by KnowledgeBid and the company. If you receive an invitation to a Project about a company of which you are a director, officer or other employee, you must decline the invitation and notify KnowledgeBid.

7. Network Members who are directors or employees of a company agree to avoid consultations with competitors of their company, and if you receive an invitation to a consultation with a competitor of your company, you must decline the invitation and notify KnowledgeBid.

8. You confirm that you are acting in your individual capacity when interacting with Clients on Projects and you shall not speak about or act on behalf of your employer or any other entity, including KnowledgeBid, in your interactions with Clients on Projects, except where specifically agreed upon by KnowledgeBid and your company.

9. If you have consulted for an entity or participated in a clinical trial or similar research project, you may have obligations to keep certain information confidential. You must adhere to those obligations and all other guidelines and requirements of the business you consulted for, your institution and trial or research sponsors (as applicable) or decline all Project invitations related to such matters if you are uncertain about the scope of such obligations.

10. If a company of which you are a director, officer or other employee is the subject of a tender offer or involved in merger negotiations in any form, you must decline all Project invitations while the tender offer process or merger negotiations are taking place.

Representations and Acknowledgements

11. You represent that your participation in the Network does not violate or conflict with any agreement, obligation or duty you may have to any other person or entity. You also represent that you are not a director, officer, or employee of a public company.

12. You agree to notify us immediately if and to the extent you are no longer permitted to participate in the Network.

13. You agree to regularly review and update the biographical information you have provided to KnowledgeBid, including before you accept each Project.

14. You agree to participate in Projects in good faith and in all cases consistent with these Terms and Conditions and the guidelines and restrictions contained herein.

15. You represent that you have the capacity to enter into these Terms and Conditions and to be bound by them.

16. By accepting these terms and conditions, you acknowledge that you are making express representations to KnowledgeBid and Clients that you will abide by all of your obligations and responsibilities as set forth in these Terms and Conditions.

Responsibilities

17. It is your responsibility to ensure that you do not violate any law, regulation, agreement, duty, contract or other obligation during or relating to your participation in the Network. You are solely responsible for the content you contribute to Projects. At all times during your participation in the Network, you agree to act in good faith, in a professional and workmanlike manner, to the best of your ability, and at all times consistent with these Terms and Conditions.

18. The insight you provide during Projects is not and should not be considered a recommendation or prediction. Clients should never ask you to, and you agree not to provide, investment, financial, or legal advice and Network Members are expressly prohibited from providing investment, financial, medical, accounting, or legal advice, including without limitation, rating or recommending any security, providing advice as to the value of any security, or providing any advice regarding the advisability of investing in, purchasing, or selling any security. Network Members who are lawyers shall not provide legal advice and are not permitted to establish attorney-client relationships with Clients through Projects. Similarly, Network Members who are doctors shall not provide medical advice, and Network Members who are accountants shall not establish and accounting engagement through work on Projects with Clients.

19. Should you become concerned with the nature of any inquiry by a Client or whether your participation in the Network or in any Project could result in a violation of any law, regulation, agreement, KnowledgeBid policy or other obligation you may have, or in the misappropriation of trade secrets, unauthorized disclosure of proprietary or confidential information or nonpublic information, you agree to discontinue your participation in such activity and notify KnowledgeBid immediately.

Assignment and Acceptance of Projects

20. KnowledgeBid makes no representation regarding the frequency or quantity of Projects invitations you will receive. You acknowledge that you may be deemed ineligible for certain Projects based upon rules or policies KnowledgeBid may adopt to govern participation in the Network.Your participation in Projects is always at your discretion. Network Members are never obligated to accept a Project and may decline to participate for any reason or for no reason.

Client Contact

21. Membership in the Network is non-exclusive and you may provide consulting services outside the Network at any time, including while a Network Member. There is no minimum time commitment unless otherwise agreed in writing. As a condition to participation in the Network, you agree that, for a period of one year from introduction to a party to whom you have been first introduced by KnowledgeBid in connection with a Project, not to knowingly solicit Projects from or propose any kind of consulting relationship to such party without written permission of KnowledgeBid. You also agree not to knowingly solicit for employment any employee of KnowledgeBid or of any Clients to whom you have been first introduced by us while a Network Member and for a period of one year after the termination of your relationship with KnowledgeBid.

Confidentiality

22. KnowledgeBid appreciates that you may not want your name or contact information disclosed to unknown parties. By agreeing to the terms hereof and of the Privacy Policy, substantially in the form located at (http://www.knowledgebid.com/privacy-policy) and incorporated herein by reference, we agree that we will use the information you provide us upon registering as a Network Member and any additional information we collect through our interactions with you, only for our own internal use and for presentation to Clients, except as otherwise set forth in these Terms and Conditions. If your information is gathered outside the United States, it may be transferred to KnowledgeBid's United States offices to be used for these purposes. We reserve the right to conduct a background check on you, including through a third-party service, at our option.

Non-Disclosure

23. While you are a Network Member of KnowledgeBid and thereafter, you agree not to disclose to any Third Party (as defined below) or to attempt to use or personally benefit from any Protected Information (as defined below) that is disclosed to or known by you by your participation in the Network. This obligation shall continue until such time as the Protected Information has become publicly available through no action of your own, except to the extent required by law. "Protected Information" shall include for purposes of this Non-Disclosure section: (i) the contents or existence of any Project or proposed Project, including without limitation the name of the Client entity or employee; (ii) information about actual or potential business, investment or trading decisions or transactions of any Client; (iii) any other confidential information of KnowledgeBid or its Clients, and (iv) any intellectual property, including without limitation any trade secrets, know-how, or copyrighted information, of the Client or of KnowledgeBid. "Third Party" shall mean for purposes of this section any entity, organization or person other than the party who disclosed the Protected Information to you. If you are compelled by order of a court or other governmental or legal body (or have notice that such an order is being sought) to divulge any Protected Information to anyone other than KnowledgeBid, you will promptly and diligently notify KnowledgeBid and will cooperate fully with KnowledgeBid in protecting such information to the extent possible under applicable law.

24. Notwithstanding the foregoing, if and only to the extent necessary, you may disclose the general topic and client description to secure any required third party consent to your participation in the Network or in a Project prior to accepting an invitation for that Project.

Intellectual Property Rights

25. All material on KnowledgeBid's web sites, whether explicitly marked or not, as well as any other KnowledgeBid materials that you receive as a Network Member, is the proprietary property of KnowledgeBid, and all intellectual property rights therein are the property of KnowledgeBid except as specifically set forth in these Terms and Conditions.

26. Unless otherwise agreed in writing in advance of a Project, any communication or material you produce or transmit in the course of your work on such Project for a Client must be your original work product, will be owned by such Client under the applicable laws, and may be used by such Client for any purpose permitted under that Client's agreement with KnowledgeBid, which may include reproduction, disclosure, transmission, publication, broadcast, and posting. By providing any messages, information, or other content to the Client, you represent that you have the right to share such content with the Client.

27. Without limiting the foregoing, unless otherwise agreed in writing in advance of a Project, you agree that each Client is free to use any ideas, concepts, know-how, or techniques contained in any communication you transmit to that Client for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products using such information. As between you and the Client and unless agreed in writing in advance of a Project, any inventions, discoveries or improvements that are based in full or in part on any information you provide to a Client in the course of a Project, and all intellectual property rights therein, shall be owned entirely by and shall be proprietary to the Client.

Reliance by Clients

28. These Terms and Conditions are intended to benefit Clients and enable Clients to satisfy themselves that all Projects will be carried out in accordance with applicable laws and will not lead to the improper disclosure of confidential information, including material inside information within the meaning of U.S. federal securities laws. Clients may from time to time request that you confirm any part of these Terms and Conditions as a condition to your participation in a Project. You understand that each Client and the person with whom you may engage in any Project is an intended beneficiary of these Terms and Conditions and the covenants and agreements made by you hereunder, and that Clients, as third party beneficiaries of these Terms and Conditions, shall have the right to enforce your compliance with these Terms and Conditions.

Mechanics of Projects

29. The scope of a proposed Project will be outlined in the project listing on KnowledgeBid. You agree not to perform, and you will not be compensated for, preparatory research, follow up work or research, or any other work outside the scope of the Project as described in the listing. Clients cannot authorize such additional work. You will only be compensated for the time you spend interacting with Clients and you will not be compensated for wait time or time set aside if a consultation with a Client does not occur.

30. Your username and password are for your individual use only. You may not share your account information with others other than your direct assistants and only if they agree to be bound by the confidentiality provisions above. Your accounts are authorized on an individual basis for individual use. You must not use your relationship with KnowledgeBid to promote, conduct or solicit the performance of any business or activity.

Payment

31. KnowledgeBid's payment system can accommodate consulting guidelines set forth by your employer, including joint payment to you and your employer, or direct payment to your institution. You must follow any existing employers' policies that may relate to payment by KnowledgeBid. Following the completion of a Project, you will be compensated at the rate which you listed in your profile when you on the listing that led to the Project. You agree that all fees imposed on you by any banking institution to process any payment from KnowledgeBid shall be your sole responsibility.

32. Non-U.S. Network Members may be asked to confirm non-U.S. status. Please note that this contract is with KnowledgeBid, Inc., a U.S. entity. KnowledgeBid, Inc. clients will be the recipients of your services, which should not therefore be subject to value added tax.

Limitation of Liability

33. TO THE GREATEST EXTENT ENFORCEABLE BY APPLICABLE LAW, IN NO EVENT SHALL KNOWLEDGEBID BE LIABLE TO YOU FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES, EQUIPMENT DOWNTIME, LOSS OF DATA, OR LOSS OF GOODWILL, OR FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND RELATED TO THIS AGREEMENT OR TO KNOWLEDGEBID'S SERVICES HEREUNDER OR TO YOUR USE OF OR PROVISION OF ANY SERVICES VIA THE KNOWLEDGEBID WEB SITES OR SERVICES PURSUANT TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

34. TO THE GREATEST EXTENT ENFORCEABLE BY APPLICABLE LAW, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT WILL KNOWLEDGEBID'S LIABILITY TO YOU FOR ANY ACTION OR CLAIM RELATED TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, EXCEED THE GREATER OF: (A) $1000 OR (B) THE AGGREGATE AMOUNT OF SERVICE CHARGES ACTUALLY PAYABLE TO KNOWLEDGEBID FROM OR TO YOU FOR THE SERVICES TO WHICH THE LIABILITY RELATES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE JUDGMENT OF SUCH LIABILITY.

35. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

Indemnification

36. You agree to hold KnowledgeBid harmless and indemnify KnowledgeBid from and against any and all liabilities, losses, costs, damages, or expenses, including without limitation reasonable attorneys' fees, incurred by KnowledgeBid relating to any cause of action, claim, suit, demand, action or proceeding brought by a third party against KnowledgeBid: (a) in connection with your use of or provision of services, including without limitation any payment obligations incurred through use of or provision of services; (b) for any alleged infringement, misappropriation, or violation of any patent, copyright, trademark, trade secret, trade dress or other intellectual property or proprietary right by you of any third party, or (c) resulting from: (i) your use of the KnowledgeBid web sites (unless the cause of action is based solely on a claim that a service provided by KnowledgeBid is the source of the claim regardless of the nature of your use of such service), (ii) your decision to supply credit information via the KnowledgeBid web sites, including without limitation personal financial information; (iii) your decision to submit postings and accept offers from Clients; (iv) any breach of contract or other claims made by Clients with which you conducted business through the KnowledgeBid web sites; (v) your breach of any provision of this Agreement; (vi) any liability arising from the tax treatment of payments or any portion thereof; (vii) any negligent or intentional wrongdoing by you; (viii) any act or omission of yours with respect to the payment of fees; (ix) your dispute of or failure to pay any invoice or any other payment; and/or (x) your obligations to a Client. We reserve the right to report any wrongdoing of which we become aware to the applicable government agencies or otherwise.

General

37. Arbitration. Any dispute, controversy or claim, whether in tort, contract or otherwise, that arises from or relates to these Terms and Conditions, including whether the claims asserted are arbitrable, shall be exclusively and finally determined by a single-arbiter arbitration held in Santa Clara county under the rules of the American Arbitration Association (the "AAA") in effect from time to time The enforceability of this arbitration agreement shall be governed by the Federal Arbitration Act. The language to be used in the arbitral proceeding will be English. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Arbitration shall not be deemed a waiver of KnowledgeBid's right to seek injunctive relief in any court of competent jurisdiction as provided for in these Terms and Conditions.

38. Governing Law. These Terms and Conditions, as well as any claims arising from or related thereto, whether in tort, contract or otherwise, are governed by the laws of California without regard to California's choice of law rules.

39. Severability. If any provision of these Terms and Conditions is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity shall not render these Terms and Conditions unenforceable or invalid as a whole and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.

40. Survival of Certain Provisions. The provisions of the sections of these Terms and Conditions entitled Confidentiality of KnowledgeBid and Client Information, Access Rights, Intellectual Property Rights, Reliance by Clients, and Agreement Details shall survive any termination or expiration of these Terms and Conditions.

41. Termination. You shall have the right to withdraw from the Network at any time upon notice to KnowledgedBid, and KnowledgeBid shall have the right to terminate your membership in the Network at any time and for any reason.

42. Conflict. These Terms and Conditions are intended to coexist with the Terms and Conditions of KnowledgeBid.com Membership ('Terms of Service'), but in the event of conflict between these Terms and Conditions and the Terms of Service, these Terms and Conditions will govern.

Last Updated: September 13, 2007