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Share your expertise with leading investors, consulting firms and corporates on flexible, paid consultations. Registration takes a few minutes: add your details, sign the expert agreement online and set your hourly rate.
This takes about three minutes. Your details are kept confidential and are never shared with clients without your consent.
Please read the Independent Contractor & Confidentiality Agreement below, then sign to join the network.
Independent Contractor & Confidentiality Agreement
This Agreement (the “Agreement”) is made between:
(1) Vantage Point Partners Limited, a company incorporated in the United Arab Emirates (the “Company”); and
(2) the individual who accepts and signs this Agreement below (the “Expert”), each a “Party” and together the “Parties”.
(A) The Company operates an expert network in the UAE that connects independent professionals with businesses and organisations globally (“Clients”) for project-based advisory engagements (“Projects”).
(B) The Expert wishes to join the Company’s network and, from time to time, to be considered for and accept Projects sourced through the Company, on the terms of this Agreement.
The Parties agree as follows:
1.1 In this Agreement, the following terms have the meanings set out below:
1.2 Headings are for convenience only. References to Clauses are to the clauses of this Agreement.
2.1 The Company may, at its sole discretion, invite the Expert to participate in a Project. This Agreement governs the overall relationship; each Project is additionally governed by its Project Confirmation, which forms part of this Agreement. If they conflict, the Project Confirmation prevails only on Project-specific matters (scope and timeline); otherwise this Agreement prevails.
2.2 Independent contractor status. The Expert is and remains an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship. In particular, the Expert:
2.3 Unless otherwise agreed in writing, this Agreement creates no exclusivity, minimum volume, or minimum fee commitment for either Party.
3.1 The Expert represents and warrants to the Company, as at the Effective Date and on a continuing basis throughout the term, that:
3.2 The Expert shall promptly notify the Company by e-mail (and in any event before accepting any affected Project) if any representation in Clause 3.1 ceases to be true, or if any change in circumstances would make it inaccurate.
3.3 It is the Expert’s sole responsibility to determine whether participating in the network, or in any Project, is permitted given its existing contractual, employment, professional, regulatory, or fiduciary obligations, and to obtain any necessary consents or waivers.
3.4 The Expert must decline, or immediately withdraw from, any Project that would (a) create a conflict of interest, (b) require the Expert to breach a duty owed to a third party (including a present or former employer), or (c) breach applicable law or this Agreement.
4.1 The Expert shall perform each Project with reasonable skill, care, and diligence, in a professional manner, in accordance with applicable law and the agreed scope.
4.2 Unless expressly agreed in writing, the Expert shall not (a) provide regulated legal, investment, medical, or tax advice to a Client; (b) delegate or subcontract any part of a Project; or (c) record, transcribe, or permit any third party to join a consultation, without the Company’s prior written consent.
4.3 The Company may, acting reasonably, determine the Expert’s eligibility for the network or any Project, including by verifying the Expert’s identity, credentials, and professional history.
5.1 “Confidential Information” means all non-public information the Expert receives or obtains in connection with this Agreement or any Project, whether relating to the Company or a Client, including: business, financial, strategic, or operational information; the identity of Clients and the existence or content of any Project; trade secrets and know-how; anything the Expert derives, compiles, or develops from the foregoing or any Project; and anything the Expert knows, or ought reasonably to know, is confidential.
5.2 The Expert shall (a) keep all Confidential Information strictly confidential; (b) use it only to perform a Project; (c) not disclose it to any third party without the Company’s prior written consent; and (d) protect it using a high standard of care.
5.3 Clauses 5.1 and 5.2 do not apply to information that (a) is or becomes public through no fault of the Expert, or (b) must be disclosed by law or court order, provided the Expert gives the Company prompt notice (unless legally prohibited) and cooperates in seeking protective measures.
5.4 The Expert shall not name any Client in any resume, marketing material, or professional profile (including LinkedIn) without the Company’s prior written consent.
5.5 On the Company’s written request, the Expert shall promptly return or destroy all materials containing Confidential Information and confirm destruction in writing.
5.6 The Expert will not disclose any material non-public or confidential information about any company, including current or former employers, clients, or companies where they hold or held a board or advisory role.
5.7 This Clause 5 survives termination or expiry and binds the Expert for as long as the information remains confidential.
6.1 All communications, negotiations, and arrangements between the Expert and any Client relating to a Project must be made through the Company. The Expert shall not share its direct contact details with a Client without the Company’s prior written consent.
6.2 Commercials handled by the Company. All commercial terms, including fees, rates, budgets, invoicing, and payment, are set and managed exclusively by the Company. The Expert shall not discuss, negotiate, quote, or disclose any commercial or fee arrangement directly with a Client.
6.3 No circumvention. During the term and for twelve (12) months after the later of (a) termination or expiry, (b) the Expert’s last Project, or (c) introduction to a given Client, the Expert shall not, without the Company’s prior written consent:
6.4 If the Expert contacts or engages a Client in breach of Clause 6.1, 6.2, or 6.3, the Expert is not entitled to any Fee for that engagement.
6.5 For twelve (12) months after termination, the Expert shall not knowingly solicit for employment or engagement any other expert introduced through the network, or any employee or contractor of the Company involved in operating it.
7.1 The Expert shall not, directly or indirectly, offer, give, solicit, or accept any bribe, kickback, or improper payment or benefit in connection with this Agreement or any Project, and shall not knowingly engage with any Client or party subject to applicable trade or economic sanctions. The Expert shall notify the Company immediately if it becomes aware of any such matter.
8.1 Each Party shall comply with applicable data protection laws when processing Personal Data under this Agreement.
8.2 The Expert shall (a) process Personal Data received during a Project only to perform that Project and per the Company’s or Client’s instructions; (b) apply appropriate technical and organisational security measures; (c) not retain Personal Data longer than necessary; and (d) notify the Company without undue delay of any actual or suspected personal data breach.
8.3 The Company processes the Expert’s Personal Data per applicable law and its privacy notice (available on request) to administer this Agreement, propose Projects, verify eligibility, and meet legal and Client compliance requirements. The Expert consents to being contacted by e-mail (and, where provided, telephone) for these purposes.
9.1 The Expert represents that any Deliverable or other material it provides to a Client or the Company (“Content”) is its own original work or that it holds all rights and permissions necessary to provide it, and is not unlawful, defamatory, infringing, or otherwise in breach of this Agreement.
9.2 Deliverables. Subject to full payment of the applicable Fees, all right, title, and interest (including IP rights) in Deliverables vest in and are assigned, on creation, to the Client (or the Company, if the Project Confirmation so states). The Expert shall, at the Company’s reasonable request and expense, execute any document needed to perfect the assignment, and waives any moral rights in the Deliverables to the extent permitted by law.
9.3 Retained content. Content the Expert develops independently of, or pre-existing, a Project (“Retained Content”) remains the Expert’s property. Where Retained Content is incorporated into a Deliverable, the Expert grants the Client a perpetual, worldwide, royalty-free licence to use it as part of that Deliverable. Nothing otherwise restricts the Expert’s use of its own pre-existing IP, general knowledge, skills, or experience, provided it does not use or disclose Confidential Information.
9.4 The relevant Client is free to use any ideas, concepts, know-how, or techniques in the Content the Expert provides for a Project, for any purpose connected with that Client’s business.
9.5 The Expert warrants that Content will not infringe any third party’s rights, and consents to a Client recording or transcribing a consultation for record-keeping or compliance where the Company has notified the Expert this may occur.
9.6 Company Materials remain the property of the Company (or its licensors). The Expert has a limited, non-exclusive, non-transferable licence to use Company Materials solely to perform a Project, and shall not retain, copy, or use them for any other purpose.
10.1 The Company shall pay the Expert the Fees for each completed Project. Fees are agreed in writing between the Company and the Expert (and never with the Client), and are payable only for time actually spent performing the Project unless otherwise agreed in writing.
10.2 The Expert shall invoice the Company by e-mail on completion of the Project. Undisputed invoices are payable within thirty (30) days of receipt unless otherwise agreed in writing.
10.3 If a Client disputes an invoice, the Company may withhold the corresponding payment pending resolution and shall notify the Expert of the reason without undue delay.
10.4 The Expert is solely responsible for any taxes, social security contributions, or similar levies on Fees, and for any bank charges on payments received. The Company withholds amounts only where required by law.
10.5 No expenses are reimbursable unless approved by the Company in writing in advance.
11.1 The Expert represents and warrants that (a) it has full right and authority to enter into and perform this Agreement; (b) all information it provides, including any professional profile, is accurate, complete, and not misleading, and it will promptly update the Company of any change; and (c) its performance does not and will not breach any obligation owed to a third party.
12.1 The Expert shall indemnify and hold harmless the Company, its Affiliates, and their officers and employees from all Losses arising out of (a) any breach by the Expert of this Agreement; (b) the Expert’s negligence, wilful misconduct, or fraud; (c) any claim that a Deliverable or other Content infringes a third party’s rights; or (d) the Expert’s violation of applicable law. The Company has no obligation to defend the Expert or pay legal costs on the Expert’s behalf in connection with any Project or Client interaction.
13.1 To the maximum extent permitted by law, the Company is not liable to the Expert for any damages relating to the Expert’s participation in the network, the performance of any Project, the processing of Personal Data, or the Company’s operations, including any direct, indirect, incidental, consequential, punitive, or special damages.
13.2 The Company shall not seek to impose on the Expert any liability for indirect, incidental, consequential, punitive, or special damages, except where such damages relate to the Expert’s breach of this Agreement (including Clauses 3, 5, 6, and 7) or to the Expert’s gross negligence, wilful misconduct, fraud, or violation of applicable law. The Expert remains solely responsible for its own actions.
13.3 Nothing in this Agreement excludes or limits either Party’s liability for fraud, gross negligence, wilful misconduct, or any liability that cannot be excluded by law.
13.4 The Company acts solely as an intermediary introducing the Expert to Clients. It does not supervise, and is not responsible for, the substance of the advice or services the Expert provides, which remains the Expert’s sole responsibility.
14.1 This Agreement starts on the Effective Date and continues until terminated under this Clause 14.
14.2 Either Party may terminate for convenience on thirty (30) days’ written notice by e-mail.
14.3 The Company may terminate, or exclude the Expert from any Project, immediately by written notice if the Expert (a) commits a material breach; (b) breaches Clause 3, 5, 6, or 7; or (c) engages in conduct that, in the Company’s reasonable opinion, creates a legal, regulatory, or reputational risk to the Company or a Client.
14.4 Termination does not affect any Project already accepted and in progress, which continues to be governed by this Agreement and its Project Confirmation until completed, unless the Company directs otherwise (including under Clause
14.3 ).
14.5 Clauses 1, 5, 6, 8, 9, 10 (for amounts already earned), 12, 13, 15, 16, and 17 survive termination or expiry.
15.1 All notices under this Agreement shall be given by e-mail: to the Company, at the address in its signature block below; and to the Expert, at the e-mail address the Expert has registered with the Company. Either Party may change its address for notices by written notice to the other.
15.2 An e-mail notice is deemed received on transmission (provided no delivery-failure notification is received) or, if sent outside normal business hours, on the next business day.
15.3 Each Party shall promptly notify the other of any change to its e-mail address for notices.
16.1 This Agreement and any dispute arising out of it (including non-contractual disputes) are governed by the laws of the United Arab Emirates.
16.2 Subject to Clause 16.3, the courts of the Abu Dhabi Global Market (ADGM), UAE have exclusive jurisdiction over any such dispute.
16.3 The Company may nonetheless seek interim or injunctive relief (including to enforce Clauses 5 or 6) before any court of competent jurisdiction, without prejudice to the agreed exclusive jurisdiction for the substantive dispute.
17.1 Entire agreement. This Agreement (with all Project Confirmations) is the entire agreement between the Parties on its subject matter and supersedes all prior discussions.
17.2 Amendment. No amendment is effective unless in writing and signed by both Parties.
17.3 Assignment. The Expert shall not assign, subcontract, or transfer any rights or obligations without the Company’s prior written consent. The Company may assign this Agreement on written notice to the Expert.
17.4 Severability. If any provision is invalid or unenforceable, the rest continues in effect, and the Parties shall negotiate in good faith to replace it with a valid provision of similar effect.
17.5 Waiver. No failure or delay in exercising any right operates as a waiver of it.
17.6 Force majeure. Neither Party is liable for any failure or delay in performance (other than payment) caused by circumstances beyond its reasonable control.
17.7 Electronic signature. This Agreement may be executed by e-mail exchange of signed copies (including scanned or electronic signatures) and in counterparts, each an original. Electronic signatures and records are valid and enforceable.
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