Gerson Lehrman Group Terms for Transaction Priced Items

To the extent your firm’s Agreement with GLG references Transaction Priced Items, the following terms shall apply to requests for such items, which may be modified from time to time for future Transaction Priced Items as posted at this site.

Client may during the subscription term request from GLG additional services not included in the subscription(s), which are separately priced and available, such as in-depth projects with GLG Member Programs Council Members (research, written reports, on-site consulting, lengthy engagements, etc.) and additional custom surveys and market studies not included in the Client’s subscription (“Breakout Engagements”) and for the purchase of other nonsubscription Services, such as access to syndicated reports from Council Members (“Other Products,” and together with Breakout Engagements, “Transaction Priced Items”). All Client users have authority to request these additional products and to incur associated fees for such items on behalf of Client.

Transaction Account: Client may make advance payments toward fees expected to be due for Transaction Priced Items as described below, and GLG shall hold such amounts and apply them to fees due for such items as set forth herein (the “Transaction Account”). GLG shall have no obligation to service any request for Transaction Priced Items without sufficient funds on deposit in Client’s Transaction Account.

Pricing: Each Transaction Priced Item shall be priced to include the expected transaction fee to be due. Transaction Fees (“Transaction Fees”) cover the fees payable to Council Members along with a facilitation fee for GLG. You will be informed in advance of Project launch the manner in which Transaction Fees will accrue for your Project.

Payment Terms:
Project Estimate: GLG shall estimate for each Transaction Priced Item requested by Client the total fee expected to be due for such Project (the “Project Estimate”) before each project launch.
Deposit for Project Estimate: Client may only proceed with the Transaction Priced Item after GLG’s receipt of full payment equal to the Project Estimate (or such other deposit amount as GLG and Client may agree).
Usage Variance from Project Estimate: Client agrees that GLG has the right to revise Project Estimates from time to time, based upon the actual CM Fees incurred for the Transaction Priced Item as well as additional amounts reasonably expected to be incurred due to changes in scope, and to request Client to make additional deposits to Client’s Transaction Account to cover such anticipated additional fees. GLG has no obligation to provide Services to Client if Client’s Transaction Account balance is insufficient to cover anticipated fees for the Transaction Priced Items requested. In the event the actual total fee for a Transaction Priced Item exceeds the Transaction Account balance, GLG is authorized to invoice Client for the balance due. To the extent Client has a positive balance in its Transaction Account at the expiration of this supplement after all Transaction Priced Items initiated under this supplement are completed, GLG will refund such balance following receipt of Client’s written request for such refund. If Client does not request a refund of such Transaction Account balance, GLG may hold such remaining funds and apply them to future Services requested by Client.
Invoices: Client shall pay GLG as invoiced. GLG is authorized to apply funds from the Transaction Account in payment for any Services rendered. If Client has authorized GLG to invoice broker dealer(s) for the amount(s) due by Client in accordance with Section 28(e) of the Securities Exchange Act of 1934 and GLG is not fully compensated by such broker-dealer(s), GLG may invoice Client or another broker-dealer designated by Client for any unpaid amount(s).

On-going Breakout Engagements: In the event fees for Transaction Priced Items are incurred after Client’s subscription has expired (for example, for ongoing In-depth Projects), Client will be obligated for the amount of such fees as if such subscription were still in effect; provided, however, that this sentence does not authorize Client to initiate Projects after the expiration of such subscription without the consent of Gerson Lehrman Group.