TRESQUANTUM RESEARCH PRIVATE LIMITED
EXPERT AGREEMENT
This Expert Agreement (“Agreement”) is entered into between TresQuantum Research Private Limited (“TresQuantum”, “we”, “us” or “our”) and the individual accepted to participate in the TresQuantum Expert Network (“Expert”, “you” or “your”).
1. PURPOSE AND RELATIONSHIP
TresQuantum operates an expert network that connects experienced professionals with clients seeking independent industry and professional insights. This Agreement governs your participation in the TresQuantum Expert Network and applies to each Engagement arranged or facilitated by TresQuantum.
Participation in the Expert Network does not guarantee any minimum number of Engagements or any minimum level of compensation. Each Engagement is voluntary and will be subject to your separate acceptance and the applicable Project Engagement Confirmation or Project Brief.
You participate as an independent professional and not as an employee, agent, partner or representative of TresQuantum or any Client. You shall not represent that you have authority to bind TresQuantum or any Client.
Nothing in this Agreement prevents you from accepting or declining an Engagement in your discretion, provided that once you have accepted an Engagement, you comply with the obligations applicable to that Engagement.
2. EXPERT ELIGIBILITY AND INFORMATION
You represent that the information you provide to TresQuantum concerning your identity, professional background, employment history, qualifications, expertise and other relevant credentials is accurate and not materially misleading.
You shall promptly notify TresQuantum if any material information previously provided becomes inaccurate or if any change in your circumstances may affect your eligibility to participate in an Engagement, including any relevant employer restriction, professional restriction, regulatory restriction or conflict of interest.
TresQuantum may reasonably verify information provided by you and may decline, suspend or terminate your participation where information cannot reasonably be verified or where continued participation may create legal, regulatory or reputational risk.
3. YOUR RESPONSIBILITIES AS AN EXPERT
You shall provide independent and honestly held professional opinions based on your experience, knowledge and information that you are lawfully entitled to disclose. You are not required to answer any question that you believe would require you to breach a legal, contractual, professional, fiduciary or other obligation.
You shall comply with all Applicable Laws and with any reasonable compliance instructions communicated to you in connection with an Engagement. You remain solely responsible for determining whether your participation is permitted under the policies and obligations applicable to you, including obligations owed to current or former employers, clients, professional bodies and regulators.
You shall not disclose or use Material Non-Public Information, trade secrets, confidential information, personal data or any other information that you are not legally or contractually entitled to disclose.
You shall not participate in an Engagement where your independence or professional judgment is materially impaired by an actual or potential conflict of interest. You shall promptly disclose any such conflict to TresQuantum and, where appropriate, decline or discontinue the Engagement.
4. COMMUNICATIONS AND NON-CIRCUMVENTION
Unless expressly authorised by TresQuantum, communications relating to an Engagement shall be conducted through TresQuantum’s designated communication channels. The Expert shall not directly or indirectly request, exchange or provide personal contact information.
During the term of this Agreement and for a period of twelve (12) months following the conclusion of your most recent Engagement with a specific Client, you agree not to directly or indirectly solicit, negotiate, or accept any professional, consulting, or advisory engagement from that Client without the prior written consent of TresQuantum.
If a Client introduced to you through the Expert Network contacts you directly to request further services outside of the platform, you agree to promptly notify TresQuantum and direct the Client to route the request through our standard engagement process. This restriction does not apply to demonstrably pre-existing professional or commercial relationships established independently of TresQuantum.
5. ENGAGEMENTS AND PROJECT TERMS
Each Engagement shall be governed by this Agreement together with the applicable Project Engagement Confirmation or Project Brief.
The Project Engagement Confirmation may specify the Client, subject matter, date and time, expected duration, Honorarium, payment terms, permitted scope of discussion, compliance requirements and any Engagement-specific restrictions.
Where an Engagement-specific term expressly conflicts with this Agreement, the Project Engagement Confirmation shall prevail only in respect of that Engagement.
The Expert shall not materially expand the scope of an Engagement without the agreement of TresQuantum and shall immediately raise any question or request that may involve confidential, restricted or otherwise prohibited information.
6. RECORDING, TECHNOLOGY AND ARTIFICIAL INTELLIGENCE
TresQuantum or the relevant Client may, subject to Applicable Laws and the terms communicated for the relevant Engagement, record, transcribe, translate, summarise or otherwise process an Engagement using appropriate technological tools, including artificial intelligence and automated processing systems, for purposes such as service delivery, quality assurance, compliance, record keeping, dispute resolution and Client reporting.
The Expert shall not upload, input or disclose Confidential Information, Project Briefs, recordings, transcripts, Personal Data or other restricted information into publicly available or consumer artificial intelligence services unless expressly authorised by TresQuantum.
The Expert may use artificial intelligence for ordinary administrative purposes, provided that such use does not disclose Confidential Information or otherwise breach this Agreement or Applicable Laws.
7. INTELLECTUAL PROPERTY
The Expert retains all rights in knowledge, experience, methodologies, know-how, materials and intellectual property owned or developed independently of an Engagement (“Background IP”).
Where an Engagement expressly requires the Expert to create a specific written report, presentation, analysis or other deliverable, the ownership and permitted use of that Work Product shall be determined by the applicable Project Engagement Confirmation and, where relevant, the intellectual property provisions of this Agreement.
Nothing in this Agreement transfers ownership of the Expert’s Background IP merely because such Background IP is used or referred to during an Engagement.
The Expert shall not knowingly incorporate third-party material into commissioned Work Product in a manner that infringes another person’s rights.
8. CONFIDENTIALITY
The Expert acknowledges that, in connection with participation in the TresQuantum Expert Network and any Engagement, they may receive or become aware of Confidential Information belonging to TresQuantum, its Clients, other Experts or third parties. The Expert shall keep such information strictly confidential, use it solely for the purposes of the relevant Engagement, and take reasonable measures to prevent its unauthorised access, disclosure, use or reproduction.
These obligations apply to Confidential Information received or accessed before, during or after an Engagement and shall be interpreted in accordance with this Agreement and Applicable Laws.
For purposes of this Agreement, Confidential Information includes all non-public information disclosed or made available to the Expert in connection with the Expert Network or an Engagement, whether disclosed orally, visually, electronically, in writing or by any other means.
Confidential Information includes, without limitation, Client identities, the existence and nature of an Engagement, Project Briefs, research objectives, investment themes, due diligence projects, business strategies, commercial plans, pricing and fee arrangements, recordings, transcripts, AI-generated summaries, Work Product, Expert identities, proprietary methodologies, internal policies and procedures, technology platforms, software, algorithms, security procedures, and any other information that a reasonable person would understand to be confidential.
The obligations in this Section shall not apply to information that the Expert can demonstrate was lawfully in their possession before disclosure, becomes publicly available through no breach of this Agreement, or is independently developed without reference to Confidential Information.
Where disclosure is required by Applicable Law, court order or a competent regulatory or governmental authority, the Expert may make such disclosure provided that, to the extent legally permitted, the Expert gives TresQuantum prompt written notice and discloses only the information legally required.
Unless expressly authorised in writing by TresQuantum, the Expert shall not disclose or confirm the identity of a Client, the fact that a Client approached or engaged the Expert, the existence or details of an Engagement, or any information that could reasonably identify a Client or reveal its investment, commercial or strategic interests.
The Expert shall not make any public statement, social media post, publication, press release or marketing communication concerning an Engagement or Client without TresQuantum’s prior written consent. The Expert may truthfully state that they participate in the TresQuantum Expert Network, provided that no Client or Engagement is identified and no endorsement is implied.
The Expert shall conduct each Engagement in a reasonably private and secure environment and shall not permit any third party to attend, listen to, observe, record or participate in an Engagement without TresQuantum’s prior written approval.
Except where expressly authorised in writing by TresQuantum, the Expert shall not audio-record, video-record, photograph, screen-record, copy transcripts, reproduce or otherwise capture an Engagement.
The Expert shall use reasonable security measures appropriate to the nature of the information involved, including maintaining reasonable device security, avoiding unsecured networks for confidential discussions, securely storing Confidential Information and promptly deleting or returning materials when no longer required.
The Expert shall notify TresQuantum without undue delay upon becoming aware of any loss, theft, unauthorised access, accidental disclosure, cyberattack or other incident that has resulted in, or could reasonably result in, unauthorised access to or disclosure of Confidential Information.
The Expert shall reasonably cooperate with TresQuantum in investigating, containing and mitigating the effects of any such incident.
Upon request by TresQuantum or upon termination of this Agreement, the Expert shall promptly return or securely destroy Confidential Information in their possession or control, except to the extent retention is required by Applicable Law or professional obligations. Any information retained pursuant to such requirement shall remain subject to the confidentiality obligations in this Agreement.
The obligations in this Section shall survive completion of an Engagement, suspension or termination of the Expert’s participation and shall continue for five (5) years following termination of this Agreement, or for so long as the relevant information remains confidential under Applicable Law, whichever is longer. Trade secrets shall remain protected for so long as they retain trade secret status under Applicable Law.
The Expert acknowledges that unauthorised disclosure or misuse of Confidential Information may cause irreparable harm to TresQuantum or its Clients for which monetary damages may not be an adequate remedy. Accordingly, TresQuantum and, where applicable, an affected Client shall be entitled to seek injunctive relief, specific performance, damages and any other remedies available under Applicable Law in respect of a breach of this Section.
9. HONORARIUM AND PAYMENT
TresQuantum shall pay the Expert the Honorarium specified in the applicable Project Engagement Confirmation or otherwise agreed in writing.
Unless otherwise stated in the applicable Project Engagement Confirmation, payment shall be based on the actual billable time or applicable minimum billable period specified for the Engagement. Honorariums are processed within 14 days of successful completion in approved currencies (including INR, USD, GBP, or EUR).
The Expert shall provide any invoice, tax documentation, banking information or other payment information reasonably required by TresQuantum. The Expert is responsible for taxes arising from payments received, except to the extent TresQuantum is required by Applicable Law to withhold or deduct any amount.
Detailed payment, cancellation and administrative procedures are set out in Schedule A.
10. REPRESENTATIONS AND WARRANTIES
The Expert represents that they have the legal capacity and authority to enter into this Agreement and participate in Engagements.
The Expert further represents that the information provided to TresQuantum is accurate in all material respects; that participation in an Engagement will not knowingly breach any obligation owed to another person or organisation; that the Expert will not knowingly disclose MNPI or other prohibited information; and that the Expert will promptly notify TresQuantum if any such representation becomes materially inaccurate.
The Expert understands that TresQuantum and its Clients rely on these representations when evaluating the Expert and determining whether to proceed with an Engagement.
11. LIABILITY AND INDEMNITY
The Expert shall exercise the degree of skill, care, diligence and professional judgment reasonably expected of an experienced professional possessing comparable qualifications and expertise. The Expert does not guarantee any particular commercial, investment or other outcome resulting from an Engagement.
TresQuantum facilitates introductions between Experts and Clients and does not assume responsibility for decisions made by Clients based on information or opinions provided during an Engagement. Nothing in this Agreement creates an advisory, fiduciary, employment or agency relationship between the Expert and a Client unless expressly agreed in writing.
To the maximum extent permitted by Applicable Law, TresQuantum shall not be liable for indirect, consequential, special or punitive losses, loss of profits, loss of opportunity, loss of goodwill or business interruption arising from an Engagement or this Agreement.
The Expert shall indemnify TresQuantum against losses, claims, liabilities and reasonable costs arising directly from the Expert’s fraud, wilful misconduct, material breach of confidentiality, infringement of third-party intellectual property rights, or material violation of Applicable Laws.
Nothing in this Agreement excludes or limits liability that cannot lawfully be excluded or limited.
12. SUSPENSION AND TERMINATION
The Expert may terminate this Agreement at any time by written notice to TresQuantum. TresQuantum may terminate the Agreement on reasonable written notice or immediately where necessary because of a material breach, confidentiality or compliance concern, fraud, misconduct, sanctions restriction, misrepresentation or other circumstance creating material legal or reputational risk.
TresQuantum may temporarily suspend the Expert’s participation while investigating a compliance concern, conflict of interest, complaint, suspected breach or other legitimate risk. Suspension does not by itself constitute a finding of wrongdoing.
Termination shall not affect payment obligations accrued before termination or provisions that by their nature are intended to survive, including confidentiality, intellectual property, liability and dispute-resolution provisions.
13. GENERAL TERMS
This Agreement, together with the applicable Project Engagement Confirmation and any expressly incorporated policies or schedules, constitutes the agreement between the parties concerning the Expert’s participation in the TresQuantum Expert Network.
No amendment to this Agreement shall be effective unless made in writing or through an electronic process expressly authorised by TresQuantum.
The Expert may not assign or transfer their rights or obligations under this Agreement without TresQuantum’s prior written consent. TresQuantum may assign or transfer this Agreement to an Affiliate or successor in connection with a restructuring, merger, sale or transfer of its business.
If any provision is held invalid or unenforceable, the remaining provisions shall continue in effect. A failure to enforce a provision on one occasion shall not constitute a waiver of that provision.
This Agreement may be accepted electronically, and electronic signatures and electronic records shall have the same effect as handwritten signatures to the extent permitted by Applicable Law.
14. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by the laws of India, with primary jurisdiction in the courts of Pune, Maharashtra.
The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through discussion between their authorised representatives. If the dispute cannot be resolved through such discussions, it shall be referred to the courts or dispute-resolution mechanism specified in the applicable governing-law provision.
Schedule A — HONORARIUM, PAYMENTS AND CANCELLATIONS
In consideration of the Expert’s successful participation in an Engagement, TresQuantum shall pay the Honorarium specified in the applicable Project Brief or otherwise agreed in writing. Unless expressly stated otherwise:
The Honorarium is quoted on an hourly basis; partial hours shall be paid on a pro-rata basis (rounded to the nearest five (5) minutes); preparation time is not separately compensated unless expressly agreed in writing; and the Honorarium represents the full compensation payable for the Engagement.
| Engagement Type | Standard Duration | Min. Billing | Payment |
|---|---|---|---|
| Expert Call (1-on-1) | 60 minutes | 30 minutes | Within 14 days |
| Expert Call (Extended) | 90 minutes | 60 minutes | Within 14 days |
| Expert Survey | Per completion | N/A | Within 14 days |
| Expert Panel | 90 minutes | 60 minutes | Within 14 days |
| Research Programme | Multi-session | Per session | Within 14 days |
| Fractional Advisory | Monthly retainer | Monthly | Within 14 days from end of the month |
| Expert Training / Mentoring | Per session | Per session | Within 14 days |
Honorarium may be paid in Indian Rupees (INR), United States Dollars (USD), Pounds Sterling (GBP), Euros (EUR), or any other currency agreed by TresQuantum.
Where currency conversion is required, TresQuantum shall use a commercially reasonable exchange rate prevailing on the date payment is processed or another reasonable methodology communicated to the Expert.
Payments may be made through one or more of the following methods: Bank transfer, Razorpay, Payoneer, Stripe Connect, ACH transfer, SEPA transfer, UPI (where available), or any other payment method approved by TresQuantum.
The Expert shall provide accurate payment instructions and promptly notify TresQuantum of any changes. TresQuantum shall not be liable for delays resulting from incorrect banking or payment details provided by the Expert.
Subject to successful completion of the Engagement and compliance with this Agreement, TresQuantum shall use commercially reasonable efforts to process payment within 14 days after completion of the Engagement, receipt of any required invoice (if applicable), and completion of any required compliance review.
TresQuantum may process payments more frequently at its discretion.
The Expert is solely responsible for income tax; GST, VAT or similar indirect taxes; self-employment taxes; social security contributions; pension contributions; and any other taxes arising from payments received under this Agreement.
Where Applicable Laws require TresQuantum to deduct or withhold taxes, TresQuantum may do so and shall provide reasonable evidence of such withholding upon request.
Where required by Applicable Laws or TresQuantum’s payment procedures, the Expert shall submit a valid tax invoice containing their legal name, address, tax registration number (if applicable), invoice number, Engagement reference, amount payable, currency, and any other information reasonably requested.
Failure to provide a compliant invoice may delay payment until the deficiency is corrected.
(a) Minimum billing period: 30 minutes unless specified otherwise in the Project Brief. (b) Where the Engagement is concluded early due to a compliance issue pursuant to Clause 3, a pro-rata Honorarium for time elapsed shall be paid. (c) No Honorarium is payable where the Expert cancels with less than 12 hours’ notice without good cause. (d) No Honorarium is payable where the Engagement is invalidated by the Expert’s breach of this Agreement.
If the Client cancels an Engagement more than 24 hours before the scheduled time, no cancellation fee shall ordinarily be payable. For client cancellation within 24 hours, TresQuantum may, at its discretion, pay a cancellation fee having regard to the time reserved by the Expert.
TresQuantum’s decision shall take into account the circumstances of the cancellation and any applicable Client agreement.
The first ten (10) minutes of each Consultation shall constitute a screening period. If the Consultation is terminated or disconnected by the Client before the expiry of the screening period for any reason, the Consultation shall be deemed non-billable, and no Honorarium shall be payable to the Expert. If the Consultation continues beyond the screening period, the Engagement shall become billable, and the Expert shall be entitled to the applicable Honorarium in accordance with Clause A.1, calculated from the actual commencement of the Consultation unless otherwise specified in the applicable Project Brief.
Where the Expert fails to join an Engagement within 10 minutes of the scheduled start time without prior notice, TresQuantum may treat the Engagement as a no-show.
Similarly, if the Client fails to join within 10 minutes, the Expert shall notify TresQuantum before leaving the meeting. Payment in the event of a Client no-show shall be determined in accordance with TresQuantum’s Cancellation Policy and the applicable Client agreement.
Where an Engagement concludes earlier than scheduled for reasons not attributable to the Expert, the Expert shall ordinarily be compensated for the actual duration of the Engagement or the minimum billable period specified in the Project Brief, whichever is greater.
Unless otherwise agreed, TresQuantum shall bear charges imposed by its own bank, while the Expert shall bear charges imposed by the Expert’s receiving bank or intermediary banks.