CERTIFIED EXPERT CONSULTANT AGREEMENT

This Certified Expert Consultant Agreement (“Agreement”) is between High Rock Experts, LLC (“High Rock”), 7 Wells Avenue, Suite 23, Newton, Massachusetts 02459, and the individual or entity accepting this Agreement online (“Certified Expert Consultant” or “Consultant”).

By checking the box and clicking “I Accept” at the end of this Agreement, you confirm that you have read, understood, and agree to be bound by the terms of this Agreement as of the date you provide your acceptance (“Effective Date”).

Recitals

WHEREAS, High Rock is a business that facilitates connections between attorneys and law firms (“Attorneys”) seeking medical expert witness consultants and provides an online public directory (the “High Rock Certified Expert Directory”, “Directory”) through its website listing expert witness consultants who have become certified through the High Rock BFB Programs (“Certified Expert Consultants”) from which individuals and Attorneys can contact Certified Expert Consultants directly for assistance with legal case requests; and

WHEREAS, Consultant is a Certified Expert Consultant and a provider of medical expert witness consultation services (“Consultant’s services”) and desires to be included in the High Rock Certified Expert Directory under the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions

The foregoing recitals are incorporated herein. Unless the context otherwise requires, all capitalized terms used herein and not otherwise defined shall have the meanings set forth below.

“Agreement” means this Certified Expert Consultant Agreement.

“Consultant, ” means a medical expert witness consultant that has earned Certification and is a Party to this Agreement as referenced above.

 

“High Rock” means High Rock Experts, LLC, a Party to this Agreement as referenced above.

 

“Parties” means the Consultant and High Rock Experts, LLC as referenced above

 

“Professional Information” means Consultant’s contact information, professional photograph(s), biography, educational background, board certifications, professional licenses, specialties, areas of expertise, and other professional credentials.

 

“Beyond Basics for Becoming a Medical Expert Programs;” “BFB Programs” means a program offered by High Rock Experts, LLC that offers courses that require completion to earn medical expert witness consultation certification as defined by this Agreement.

 

“Certification” means the successful completion of all the course work, video modules, and resources as well as a 100% score earned on a final quiz in a High Rock certification course offered as part of the BFB Programs.

 

“Certification Date” means the date the Certification prerequisites were achieved.

 

“Directory” means the High Rock Certified Expert Directory.

 

“BFB 2.0 Wrap-up & Bonus Access Sign-up form, Sign-Up Form” means a required form requesting information, including Professional Information, required for inclusion and a listing in the Directory.

 

“Directory Listing” means the public posting of Consultant’s Professional Information in the Directory.

 

“Licensing Rules” are applicable privacy requirements, rules of professional responsibility, and professional licensing requirements that apply to Consultant’s rendering of Consultant’s services.

 

“Effective Date” means the date referenced above.

 

“Initial Term” means the initial term of this Agreement as set forth in section 6.

 

“Renewal Fee” means the fee payable to High Rock to renew the Agreement and the Directory Listing as set forth in section 7.

 

2. Scope of Agreement
3. a) Pursuant to Consultant’s agreement to the terms outlined herein and to High Rock’s Terms of Use and Disclaimer links to terms which govern the use of High Rock’s Website https://highrockexperts.com/ which are incorporated herein by reference, High Rock agrees to include Consultant in its Directory.
4. b) Consultant grants to High Rock while this Agreement is in effect, a royalty free, non-exclusive, non-transferable license to reproduce, publish, display, transmit, distribute and use on High Rock’s website and its Directory at https://highrockexperts.com/directory/, Consultant’s name, address, professional photograph(s), business and contact information including phone and email, credentials, qualifications and specialties and other information provided by Consultant and as may be required by High Rock to create a listing in its Directory.

Consultant acknowledges and agrees that by granting the license described above to High Rock, Consultant expressly consents to High Rock’s right to reproduce, publish, display, transmit, distribute, and use Consultant’s contact information, professional photograph(s), biography, educational background, board certifications, professional licenses, specialties, areas of expertise, and other professional credentials ("Professional Information") as provided by Consultant, on its website, Directory, social media platforms, and on other public-facing communication as necessary to support inclusion in the Directory without compensation from High Rock. Consultant further represents and warrants that it is the owner of the Professional Information and has the right to authorize such use of the Professional Information.

Consultant acknowledges and agrees that the Professional Information provided by Consultant will not be checked by High Rock for accuracy or completeness. Consultant is solely responsible for the accuracy and completeness of all information provided and acknowledges any Personal Information included in the Directory Listing will be publicly displayed exactly as received by High Rock. Consultant waives any right to approve the Directory Listing before public posting and access to the Professional Information in the Directory once submitted.

1. c) Consultant grants to High Rock the ability, but not the obligation, to edit and modify the Professional Information to best serve its use under this Agreement. Consultant acknowledges and agrees that High Rock will make every effort to accurately display Consultant’s listing in the Directory. However, as noted above, Consultant, and not High Rock, is in the best position to know whether the listing is accurate. Consultant agrees to contact High Rock to request corrections and updates to the listing, and upon such notice, High Rock will make every effort to promptly do so. However, High Rock does not warrant, represent or guarantee the listing, including without limitation, the Professional Information provided by Consultant, will always be accessible, accurate, complete, current, or error-free or that corrections requested by Consultant will be made.

Consultant acknowledges and agrees to release and hold harmless High Rock, and their agents from all claims, demands, and causes of action that Consultant may have by reason of this authorization including any liability relating to the display of the Professional Information, including but not limited to the display of professional photographs such as, without limitation, liability by virtue of any blurring, distortion, alteration, optical illusion, or use in composite form, whether intentional or otherwise, that may occur or be produced in the taking of said images or in processing tending towards the completion of the finished product, including publication on the internet, in brochures, or any other advertisements or promotional materials.

1. d) Consultant acknowledges and agrees that in providing the Professional Information to High Rock for inclusion in the Directory, Consultant expressly consents to being contacted via phone, fax, email, mail, text (SMS) messaging or other reasonable means of communication by individuals who will have public access to the Directory. If the Consultant provides a mobile number, the Consultant acknowledges and agrees to receive text (SMS) messaging for which message and data rates may apply. Consultant is solely responsible for any SMS messaging charges. Consultant acknowledges and agrees that these individuals are independent parties of which High Rock has no control. High Rock cannot and will not be responsible or liable for the actions of these independent parties. Consultant acknowledges and agrees that inclusion in the Directory is entirely voluntary and at Consultant’s own discretion and risk. Consultant’s choice to provide Professional Information to, contact, interact, rely on, or engage with these independent parties is entirely voluntary and at Consultant’s own discretion and risk. High Rock does not verify, recommend, or endorse these independent parties, and is not responsible for their actions.
2. e) Consultant acknowledges and agrees that High Rock’s website and Directory are passive platforms for informational purposes only. Nothing in this Agreement shall obligate High Rock to actively sell, market, advertise, endorse, match Consultant’s services to Attorneys or legal case requests, or otherwise promote Consultant’s services beyond inclusion of Consultant in the Directory. High Rock makes no guarantees or warranties that inclusion in the Directory will result in employment, engagement, business transactions, service agreements, payment or profit, or that any particular business result will occur from Consultant’s inclusion in the Directory.
3. f) Consultant acknowledges and agrees that High Rock is not a party to any contract Consultant may negotiate or enter into as a result of inclusion in the Directory. Consultant acknowledges and agrees that High Rock expressly disclaims any duty or obligation to execute or perform medical expert consultation services on behalf of Consultant under this Agreement.
4. g) The prices, terms, and conditions under which Consultant offers or sells its services shall be determined by Consultant in its sole discretion. Nothing in this Agreement shall obligate High Rock to offer or facilitate the Consultant’s services or consummate any transaction with or on behalf of Consultant.
5. h) Consultant shall only offer and provide services relating to medical expert witness consultation including, without limitation, medical record review and analysis and expert testimony services through Consultant’s inclusion in the Directory. Consultant agrees to use the highest professional standards and exercise the degree of skill, competence, and diligence customarily exercised by qualified medical expert witness consultants in the same specialty field, consistent with current professional standards of care and practice while providing Consultant’s services offered through the Directory.
6. i) Consultant acknowledges and agrees that it is of great importance to each Party that the highest standards of quality be offered and maintained for Consultant’s services offered through the Directory. As such, Consultant acknowledges and agrees that all medical expert witness consultation services, including Consultant’s services, offered through the Directory, shall be at a quality level acceptable to High Rock. High Rock shall have the right to remove Consultant from the Directory at its sole discretion if Consultant breaches this Agreement or if High Rock believes the quality of Consultant’s services does not meet current professional industry standards of care and practice.
7. j) Consultant acknowledges and agrees that even the highest quality medical expert consultation services cannot guarantee a particular legal outcome. Consultant warrants to make no representations, guarantees, or warranties that any services that Consultant may provide while participating in the Directory can ensure a favorable outcome in a legal case or bring about any particular legal or financial result.
8. k) Consultant shall comply with all applicable laws and regulations in the production and/or furnishing of its services and fulfillment of its obligations under this Agreement. These laws include applicable privacy requirements and, if applicable to services, professional licensing requirements including medical board certification, and rules of professional responsibility such as American Medical Association(“AMA”) Code of Medical Ethics (“Licensing Rules”). Consultant shall not provide any products or services where it is or may be prohibited from doing so under any state or federal law, rule or regulation or Licensing Rules. For avoidance of doubt, Consultant understands and agrees that it is solely responsible for compliance with all aforesaid laws, regulations and Licensing Rules pertaining to Consultant’s services while included in the Directory and will inform High Rock promptly of any potential compliance matter pertaining to this Agreement.
9. l) Consultant shall maintain and keep in effect during the term of this Agreement comprehensive general liability insurance and where applicable, professional liability insurance, in amounts customarily obtained, insuring against liability for bodily injury, property damage and if applicable professional errors, omissions or negligence.
10. Representations and Warranties

3.1  High Rock represents and warrants that:

(a) it is duly organized, validly existing and in good standing in the state of its incorporation or formation;

(b) it has the full right, power and authority to enter into this Agreement, to grant the rights and licenses granted hereunder, and to perform its obligations hereunder;

(c) the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of the Party; and

(d) when executed and delivered, this Agreement will constitute its legal, valid, and binding obligation, with valuable and bargained consideration, and is enforceable in accordance with its terms.

3.2 Consultant represents and warrants that:

(a) it completed a required course for Certification included in the Beyond Basics For Becoming a Medical Expert Programs including the final quiz personally and independently;

(b) it is the owner of the Professional Information, including any images, and has the right to authorize its use in the Directory;

(c) the Professional Information is complete, truthful, and accurate in all material respects;

(d) it is in compliance, and while this Agreement is effect will remain in compliance, with all applicable laws and regulations, including where applicable professional licensing requirements relating to Consultant’s services;

(e) the terms of this Agreement do not and will not conflict with any state or federal law, rule or regulation or Licensing Rules;

(f) the terms of this Agreement do not and will not: (i) violate or breach any other agreement, contract, non-compete covenant, confidentiality obligation, or other legal restriction to which Consultant is a party or is bound; (ii) require any consent, approval, or waiver from any third party; or (iii) restrict Consultant's ability to perform the services contemplated under this Agreement;

(g) it has obtained, and while this Agreement is in effect will maintain, all licenses, authorizations, approvals, consents or permits required by applicable laws and regulations (including professional licensing rules and regulations) of all authorities having jurisdiction over the provision of Consultant’s services;

(h) it has all of the requisite knowledge, skill, expertise, education, training and qualifications to deliver and perform all of the services offered by Consultant in the Directory under this Agreement in a professional manner in accordance with industry standards of care and practice for such services;

(i) it has the full right, power and authority to enter into this Agreement, to grant the rights and licenses granted hereunder, and to perform its obligations hereunder; and

(j) when executed and delivered, this Agreement will constitute its legal, valid, and binding obligation, with valuable and bargained consideration, and is enforceable in accordance with its terms.

4. Disclaimer of Warranties
5. a) Consultant acknowledges and agrees that clients, potential clients, or other individuals or entities that contact Consultant due to inclusion in the Directory are independent parties which High Rock does not and cannot control. Consultant acknowledges and agrees that High Rock is not responsible or liable for the conduct or actions of these parties and that High Rock makes no guarantees, representations or warranties regarding the number of consultations or paid engagements acquired from inclusion in the Directory or the actions of these independent parties, including but not limited to, the suitability of the Consultant’s expertise for the needs of the independent parties, the independent parties’ willingness to engage with the Consultant, the independent parties’ interest in Consultant’s services, the independent parties’ willingness to hire Consultant to perform services, or the independent parties’ ability to pay for services performed by the Consultant.
6. b) Except as expressly set forth herein, High Rock disclaims any and all warranties of any kind either express or implied including, without limitation, the implied warranties of merchantability and fitness for a particular purpose, title, noninfringement, security, and accuracy, to the maximum extent permitted by law. Consultant acknowledges and agrees that Consultant’s inclusion in the Directory and all interactions with independent parties, including but not limited to those with clients or potential clients of Consultant, due to, arising out of, or as a result of Consultant’s inclusion in the Directory including Consultant’s execution of services to these independent parties is at Consultant’s sole discretion and risk for which High Rock will not be liable.
7. Limitation of Liability

To the maximum extent permitted by law, High Rock will not be liable and Consultant shall not seek to hold High Rock liable for any loss of profits, loss of business opportunity, personal injury, direct, indirect, incidental, punitive, and consequential damages whether based upon a claim for breach of warranty, contract, tort or any other legal or equitable claim arising out of, resulting from, or in connection with this Agreement.

6. Term and Termination
7. a) Initial Term. The term of this Agreement commences on the Effective Date of this Agreement and continues for a period of one (1) calendar year from Consultant’s Certification Date, unless and until earlier terminated as provided under this Agreement (the "Initial Term").
8. b) Renewal. Upon expiration of the Initial Term: (i) The Agreement may be renewed for an additional one-year (365 days) term without further writing provided both Parties agree and the Consultant pays the applicable Renewal Fee as outlined in section 7. (ii) The Agreement may continue to renew annually for a new 365-day term without further writing as long as the Parties agree and timely payment of the Renewal Fee is made by Consultant for each upcoming term. (iii) Consultant must pay the Renewal Fee to High Rock no later than the expiration date of the current term to ensure uninterrupted renewal and continued posting of the Consultant’s Directory Listing without lapse in the upcoming term. (iii) Consultant acknowledges and agrees that each renewal becomes effective upon High Rock’s receipt of the applicable Renewal Fee and any other applicable fees.
9. c) Termination. In addition to any remedies that may be provided in this Agreement, either Party may terminate this Agreement (i) for convenience upon thirty (30) days written Notice or (ii) with immediate effect upon Notice to the other Party, if the other Party: (i) has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or (ii) becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
10. c) For the avoidance of doubt, all provisions of the terms which by their nature should survive termination shall survive termination including, without limitation, warranty disclaimers, indemnity, and limitations of liability. 
11. Fee
12. a) There is no fee for the Initial Term.
13. b) Renewal Fee. To renew this Agreement for a second term, payment of $980 US Dollars is due to High Rock upon expiration of the Initial Term (“Renewal Fee”). Thereafter, this Agreement may continually be renewed annually upon expiration of the current term without further writing as long as the Parties agree and Consultant’s timely payment of then-current Renewal Fee is made to High Rock.
14. c) Consultant acknowledges and agrees that each renewal becomes effective upon High Rock’s receipt of the then-current Renewal Fee and any other applicable fees.
15. d) Consultant acknowledges and agrees that all fees and payments are non-refundable and fully earned upon receipt.
16. d) Modification of Renewal Fee. High Rock may modify the Renewal Fee due for inclusion in the Directory by giving the Consultant at least thirty (30) days’ written notice to the email address provided in Consultant’s Personal Information. The notice will specify the effective date of the updated fee, and unless otherwise stated, the updated Renewal Fee will be due and effective upon expiration of the current term as a condition for renewal and continued inclusion in the Directory for the upcoming term.
17. Timing of Directory Listing during the Initial Term
18. a) Consultant acknowledges and agrees that inclusion in the Directory is subject to the BFB 2.0 Wrap-up & Bonus Access Sign-up form (“Sign-Up form”) and this executed Agreement being submitted in a timely manner to High Rock. The timely submission of the completed Sign-Up form containing Consultant’s Professional Information and this executed Agreement is expected on Consultant’s Certification Date. If this executed Agreement and the Sign-Up form are both submitted on Consultant’s Certification Date, Consultant’s complimentary posting in the Directory will go live in seven (7) calendar days from Consultant’s Certification Date to allow for internal processing and will remain publicly posted for 358 days before expiration.

High Rock may, at its sole discretion, publicly post Consultant’s Directory listing earlier than the standard seven (7) calendar day processing period if internal processing is completed ahead of schedule resulting in bonus listing days. However, in no case, shall the total number of days Consultant’s listing is publicly posted in the Directory exceed 365 days or the Initial Term of this Agreement. Consultant acknowledges and agrees that early posting/bonus days in the Directory shall be deemed discretionary and shall not be interpreted or relied upon as expected or guaranteed.

1. b) Consultant acknowledges and agrees that the 358-day term for the complimentary public posting in the Directory begins exactly seven (7) calendar days after Consultant’s Certification Date, not upon the date of submission of the Sign-Up form, Personal Information or this executed Agreement. Therefore, Consultant’s late submission of the required documents, which are still subject to the standard seven (7) calendar day internal processing period before posting, will reduce the number of days Consultant’s listing is publicly posted in the Directory during the Initial Term of this Agreement as the 358-day term for the Directory listing has already begun counting down from the date of certification. 
2. Timing of Directory Listing During Renewed Terms of this Agreement

Upon timely payment of the then-current Renewal Fee and continued compliance with the terms and conditions of this Agreement, Consultant’s listing in the Directory shall be publicly displayed for a period of one year (365 days) per each renewed term of this Agreement.

10. Indemnification
11. a) Consultant agrees to defend, indemnify, and hold High Rock harmless, including its subsidiaries, affiliates, respective officers, agents, partners, and employees from any and against any, loss, damage, liability, claim, or demand, including regulatory or judicial fines, reasonable attorney fees and expenses, made by any third party in connection with, due to, or arising out of Consultant’s inclusion in the Directory including, but not limited to (i) the publication, distribution, and advertisement of Consultant’s Professional Information; (ii) the provision of Consultant’s services; (iii) any alleged misrepresentation, negligence, or malfeasance of Consultant regardless of whether the action is based upon negligence or strict liability, and regardless of whether the alleged negligence is characterized as “passive” or “active”; (iv) any breach of the representations and warranties made by Consultant and set forth in this Agreement; or (v) any violation of the rights of a third party, including but not limited to privacy or intellectual property rights and any duties associated with attorney/client privilege or medical confidentiality.
12. b) Consultant acknowledges and agrees that High Rock shall reserve the right, at Consultant’s expense, to assume the exclusive defense and control of any matter for which Consultant is required to indemnify High Rock, and Consultant further agrees to cooperate, at Consultant’s expense, with High Rock’s defense of such claims. High Rock agrees to use reasonable efforts to notify Consultant of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
13. No Relationship Created

Nothing in this Agreement shall be construed to create any association, partnership, joint venture, employer-employee, or agency relationship between High Rock and Consultant for any purpose. Consultant has no authority (and shall not hold itself out as having authority) to bind High Rock and Consultant shall not make any agreements or representations on High Rock’s behalf without High Rock’s prior written consent.

Without limiting the above, Consultant acknowledges and agrees that nothing contained herein shall serve to make the Consultant an agent of High Rock, and any such relationship is hereby expressly disclaimed.

Consultant shall be solely responsible for all costs or expenses that it may incur in the performance of its activities under this Agreement.

12. General Provisions
13. a) Choice of Law and Forum. This Agreement shall be governed by and construed under the laws of the Commonwealth of Massachusetts. Any dispute, claim, or action arising from this Agreement shall be commenced or prosecuted in the state courts located in Middlesex County Massachusetts or the U.S. District Court for the District of Massachusetts and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts.  
14. b) No Assignment. Neither Party shall assign this Agreement or any interest herein without the other Party’s express prior written consent.
15. c) No Implied Waiver. Either Party’s failure to insist upon strict performance in any one or more instances of any of the terms of this Agreement by the other Party shall not be construed as a waiver of any continuing or subsequent failure to perform or delay in performance of any term hereof.
16. e) Entire Agreement. This Agreement along with Terms of Use incorporated herein, constitute the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. This Agreement may be modified only by a further writing that is duly executed by both Parties.
17. f) Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
18. g) Notice. Any notice, demand or other communication hereunder must be given in writing and either(i) delivered in person, (ii) transmitted via e-mail to High Rock at [email protected] or to Consultant at the email provided in the Professional Information or (iii) delivered by Federal Express, UPS, USPS or similar delivery service, to the Party whose address is set forth on the first page of this Agreement.

 

Each such notice or other communication shall be effective (i) if sent via e-mail, when transmitted, (ii) if given by Federal Express, UPS, USPS or similar delivery service, five (5) business days after such communication is deposited with such service, or (iii) if given by any other means, when actually delivered. Either Party by notice so given may change the address to which future notices shall be sent.

1. h) Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together constitutes one and the same agreement. Delivery of an executed counterpart of this Agreement electronically, by pdf, docusign or other electronic signature format shall be effective as delivery of an original executed counterpart of this Agreement.

ACKNOWLEDGMENT AND ACCEPTANCE

By checking the box and clicking “I accept” below, you:

• Confirm that you have read, understood, and agree to all terms and conditions of this Certified Expert Consultant Agreement.
• Acknowledge that your action constitutes your electronic signature, which has the same legal force and effect as a handwritten signature under applicable federal and state laws, including the Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Uniform Electronic Transactions Act (UETA).
• Agree that the date of your acceptance will serve as the Effective Date of this Agreement.