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Terms of Engagement

These Terms of Engagement are agreed between you Keith Campbell (the
“Specialist”) and Dialectica Ltd., its subsidiaries or affiliates,
(“Dialectica”, “we”,”our”,”us”) and govern your participation in interactions
through Dialectica. Prior to participating in a scheduled interaction with
Dialectica’s Client(s), please review and accept the following Terms.

1. Definitions

“Specialist” means a professional in a certain industry or of certain
specialization whom Dialectica has agreed to introduce to the Client or with
whom Dialectica has agreed to engage on behalf of the Client, in accordance with
these Terms of Engagement.

“Consultation” means a scheduled interaction related to a project, involving the
Client and a Specialist, which may be short-term or long-term and can take the
form of (inter alia): (i) a remote consultation by telephone, email or other
form of electronic messaging, (ii) a face-to-face consultation, (iii)
information presented in the form of reports and surveys or written deliverables
or (iv) advisory or employment relationships with the Client or the Client's
affiliate(s).

“Client” means any company or organization, and their employees, designated
contacts and representatives, you may interact with in the context of a
Consultation and in accordance with these terms.

“Scope” means a description of the subject matter that the Client wishes to
discuss with the Specialist(s) in the context of any scheduled Consultation.

“Proprietary Information” includes, but is not limited to, our Clients'
intellectual property, the existence and/or Scope of a project, the identity
and/or details of our Client, any Confidential Information of Dialectica and our
Client, as well as any other information relating to actual and/or potential
investment, trading and/or business decisions of our Client.

“Transcription” means the service offered by a provider, or Dialectica
including, but not limited to, the creation of a written record of the
consultation which was arranged by Dialectica between the Client and the
Specialist.

“Recording” means the process offered by a provider, or Dialectica including,
but not limited to, the production of audio or video records of the consultation
arranged between the Client and Dialectica to be reproduced or broadcasted in
the future.

2. General Rules Prior to Participation in a Consultation

2.1. Dialectica might contact you to discuss your potential participation in a
Consultation or to make you part of Dialectica’s expert network. Discussing a
particular Scope with you constitutes a process of determining your potential
suitability for a Consultation. Such communication does not constitute a formal
proposal to take part in a Consultation or a binding agreement with Dialectica.

2.2. You understand that the decision, whether or not, to initiate any
Consultation with you is at the Client’s discretion. A proposal to participate
in a Consultation does not bind the Client or Dialectica to schedule an
interaction with you.

2.3. You have the right to decline participation for whatever reason and at any
stage prior to the Consultation, even after agreeing with these Terms of
Engagement.

You should always share with Dialectica and the Client accurate information
about your career history.
Nothing in these Terms of Engagement creates an employer-employee relationship,
or an expectation of employment. For the avoidance of doubt, the Specialist acts
in his/her independent capacity and he/she is not Dialectica’s employee.
3. Responsibilities of the Specialist Prior to a Consultation

3.1. Eligibility to Consult Through Dialectica

Upon being contacted by Dialectica for a project, it is your responsibility to
evaluate the Scope and determine, exercising due diligence, whether or not you
are able to participate in a prospective Consultation.

3.2. Non-Eligibility to Consult Through Dialectica

You should decline participation, especially in the cases indicated below. You
remain fully responsible in case you proceed with participating in a
Consultation despite the below limitations:

If you know or reasonably suspect that by participating, you are violating any
law or regulation;
If you know or reasonably suspect that your participation would result in a
breach of any agreement with, or obligation towards, a third party;
If your participation would likely result in infringing any current and/or
former employer obligations;
If you have not obtained appropriate consent or waiver from your employer prior
to consulting through Dialectica, provided that such procedure exists or is
applicable;
If your participation would likely result in the breach of a duty of
confidentiality you are subject to;
If you know or suspect that the Client is, or may be acting on behalf of, a
competitor of your employer or the entity whose board you serve on, or that
there is or may give rise to any professional, regulatory or other conflict;3.3.
If you work at a company or an organization that has made or is under a tender
(takeover) process that is currently taking place, or has acted on behalf of a
company that is connected with said tender, you must decline participation if
the project Scope is relevant to the market in which the above company is
active.
4. Responsibilities of the Specialist During a Consultation

4.1. You agree that:

While participating in a Consultation you will not discuss, or disclose, any
confidential or proprietary information about a company that you are an officer,
director or employee of, or have any association with;
Your participation in the Consultation will not result in the disclosure of
confidential or proprietary information about your employer, or a company for
which you serve as an officer or director or you are associated with, or other
information you have a duty to keep confidential or you have obtained from any
person who expects you to keep such information confidential or you could
reasonably expect to be considered confidential;
Your participation will not result in the disclosure of any inside information
or material non-public information concerning a company whose shares are traded
on a recognized exchange or a quoted instrument; or trade secret;
While participating in a Consultation you will not give investment, accounting,
legal and/or medical advice in the context of the Consultation;
If you are a medical doctor (MD), or healthcare professional, participating in a
clinical trial, you will not discuss about clinical trial results, or disclose
information concerning patient experience, or any other material, before such
results or data have been made public;
If you have worked in an accounting and finance department, of any company,
within the last six (6) months, you will not discuss about any accounting or
financial matters relating to that company, or that company's affiliates;
If you are an auditor, or former auditor, you must not comment on companies you
have audited, as part of your employment, the last three (3) years; and
If you are a government official, or employee, you must not discuss about any
government legislation, regulation, policy, contracts, or other affairs that you
are have the power to decide upon or are subject to your vote.4.2. If, during a
Consultation, you identify any reason(s) for which you may not, or should not,
continue the Consultation, you have the obligation to discontinue your
participation. If, during a Consultation, you identify a specific question(s)
which you cannot respond to, you have the obligation to decline to do so. In any
such event, you need to inform the Client immediately.

4.3  You represent that the information provided to Dialectica’s client will be,
to the best of your knowledge, true, accurate and up to date. You must perform
the Consultation, and provide the information to DIalectica’s client, with all
reasonable skill and care.

5. Confidentiality
5.1. Confidentiality and Proprietary Information

5.1.1. By participating in a Consultation, certain Proprietary and/or
Confidential Information might be disclosed or become known to you. You hereby
pledge not to disclose any such Information to third parties, in compliance with
all the relevant laws and regulations.

5.1.2. By accepting these terms, you grant Dialectica and Dialectica’s client(s)
an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free
right to use the written material and other work produced by you in the context
of the Consultation (collectively “Deliverables”). The Deliverables will become
property of Dialectica, and Dialectica’s Client(s) and you agree to confirm in
writing such ownership, upon request.

5.2. Specialist’s Communication with Third Parties

5.2.1 You confirm that you comply with your obligations of confidentiality and
the relevant anti-bribery legislation, and that you will not compensate any
third party for any information received.

5.2.2. You should never prior to, or following, a Consultation interact with any
of your contacts and ask information about the company they are employed by with
the intention to use this information to participate in a Consultation.

5.2.3. In the event that you need to acquire permission for any prospective
Consultation, do not reveal any information and/or details about our Client or
the Scope.

6. Terms of Payment

6.1. These Terms of Payment govern the payment of agreed fees for a Consultation
you have participated in. In case you are an employee or consultant at a
consultancy firm, you may opt whether the payment fee notice will be sent to you
or the firm.

6.2. Payment Conditions 

6.2.1. Depending on the type of Consultation, and the hourly rate agreed for a
given project, you may be entitled to payment of a fee, provided that the
Consultation is completed. You will only be eligible for compensation if you
were actually contacted about, and contributed to, the Consultation. You will
not be compensated for time waiting, or time set aside, if no Consultation is
completed. Prior to your Consultation, you will be contacted by Dialectica to
confirm your hourly rate. Written confirmation will be given at any occasion.

6.2.2. You will be compensated at the hourly rate agreed for a specific
Consultation, on a pro rata basis, solely for your time spent interacting with
our Client(s). Our Client(s) have no obligation to contact you for a specific
amount of time, or at all.

6.2.3. With respect to Consultations that involve surveys or reports, you will
be compensated at a fixed fee determined on a per Consultation basis, which
Dialectica will communicate to you in advance.

6.2.4. Payment for preparatory and follow-up work, in connection with any
Consultation, requires the prior written approval of Dialectica. Any interaction
with a Client outside of Consultations arranged through Dialectica, even if such
interaction is a follow-up to a recent Consultation arranged through Dialectica,
does not qualify for payment.

6.3. Payment Process 

6.3.1. Dialectica will send you a payment fee notice within three (3) working
days, following confirmation from our Client that you have completed the
relevant Consultation.

6.3.2. Upon receipt of the payment fee notice, you must confirm your
participation and send to Dialectica your banking/payment details.

6.3.3. Failure to confirm your participation and send to Dialectica your
banking/payment details within fifteen (15) working days shall result in you
forfeiting any fee for which you may have been eligible.

6.3.4. Payment of any invoice submitted by you, will be made by Dialectica
within thirty (30) days from the receipt of your confirmation.

7. Miscellaneous

7.1 These Terms of Engagement shall come into force on the date of your
acceptance. They will continue to be in force until they are terminated either
yourself, or Dialectica, at any time upon giving written notice to the other
party.

7.2. Dialectica shall, under no circumstances, be liable to you for any direct
or indirect or consequential loss or damage of any kind arising under or in
connection with these terms. Nothing in this Agreement shall limit or exclude
(or purport to limit or exclude) liability for the negligence of employees,
agents or subcontractors, fraud or fraudulent misrepresentation.

7.3. You remain fully liable for complying with these Terms of Engagement and
you understand that Dialectica, or Dialectica’s Client(s), may enforce these
Terms of Engagement to protect their interests.

7.4 In case any provision in these Terms of Engagement shall be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby and such
provision shall be ineffective only to the extent of such invalidity, illegality
or unenforceability.

7.5 These Terms and any dispute or claim arising out of, or in connection with,
them or their subject matter or formation (including non-contractual disputes or
claims) shall be governed by the Laws of England and Wales. Notwithstanding the
above, Dialectica maintains the right to take proceedings before any other court
of competent jurisdiction.

Data Protection Section

By accepting these Terms of Engagement, you provide your consent that Dialectica
may use the information you have provided relating to your career history,
skills, perspectives and fields of expertise. That information might be shared
with our Client(s) and/or third party(ies) who are part of the project’s team. 


1.  Personal Data Collected

Personal data may include your full name, address, email, phone number, payment
details, as well as information about your academic and professional background
and employment history, including the company name of your current or past
employer(s). The data subject (the Specialist) is not obliged to provide
Dialectica with their  personal data, however in this case Dialectica will not
be able to execute these Terms of Engagement. 

2.  Purpose for Collecting Personal Data

i. Determine your potential suitability for a Consultation and facilitate your
participation in projects.
ii. Identify projects which may be within your field of expertise and of
interest to you.
iii. Schedule an interaction between you and one of our Clients.
iv. Provide prospective Clients with a summary of your career history in order
to select the most relevant Specialists for a possible Consultation.
v. Ensure your payment for the services which you will provide or have provided.
vi. Manage our relationship with you, which includes: (a) interacting with you
proactively and in response to requests from you, and (b) notifying you about
changes to our Terms or privacy policies.

3.  Basis for the Collection of Personal Data 

Processing of your personal data is based on your consent, our legitimate
interest to offer our services to our Client(s), and our obligation to comply
with applicable law.

4.  Sharing of Personal Data with Third Parties

Your personal data might be disclosed to our Client(s); the Dialectica entities;
legal and regulatory authorities; our external advisors; our Processors; any
party necessary in connection with legal proceedings or for investigating,
detecting or preventing criminal offences; or any purchaser/Client of our
business.

5.  Cross-Border Transfers

Your personal data will be processed by us inside the European Economic Area or
in countries that have been considered adequate by the European Commission and
will be accessed by our staff and/or third parties working for us. Your personal
data may be. also held, processed and accessed outside the European Economic
Area to countries that have not been determined by the European Commission to
provide an adequate level of data protection. In any such transfer, we will
ensure that appropriate data protection safeguards are in place. To obtain a
copy of the relevant transfer mechanism or additional information on the
transfers, please contact us using the contact information below.

6. Consultation Recording

Furthermore by accepting these Terms of Engagement, you provide your consent to
the recording of the consultation(s) you will participate in as Specialist with
Dialectica’s Clients. You will be notified in advance when a recording, either
in visual or audio form, takes place. You further acknowledge and consent to the
transcription of said calls and to the release of the recording and/or
transcript to Dialectica’s Client and/or the Client of Dialectica’s Client. Your
consent is explicit and freely given and you may withdraw it at any time even
after accepting these Terms of Engagement. 

7. Storage of Personal Data

We will only retain your personal data and/or relevant material for the time
period necessary for  the Consultation(s) and to satisfy any legal, accounting,
reporting or audit requirements. To determine the appropriate retention period
for your personal data, we take into consideration the amount, nature, and
sensitivity of such data, the potential risk of harm from unauthorized use or
disclosure of your personal data, the purposes for which we process your
personal data and whether we can achieve those purposes through other means, and
for applicable legal requirements.

8.  Rights Over Your Personal Data (GDPR 2016/679)

At all times, you have the following rights: 

i. Right to be informed how data is collected, processed and stored, and for
what purposes.
ii. Right to access your personal data.
iii. Right to have incorrect or incomplete data corrected.
iv. Right to have your personal data permanently deleted from all our databases.
v. Right to block or suppress personal data from being processed or used. 
vi. Right to move, copy, or transfer your personal data from one data controller
to another, in a safe and secure way, in a commonly used and machine-readable
format.
vii. Right to object to the processing of your personal data without your
explicit consent.
viii. Right to demand human intervention, rather than having important decisions
made solely by algorithm.
ix. Right to lodge a complaint with a Supervisory Authority.

Before processing your requests, we may ask for your identification to ensure
you are the requestor. In certain situations, and subject to applicable law, we
may not be able or obliged to grant part or all of your individual requests. We
also have the right to refuse and/or charge a monetary fee for requests which
are manifestly unfounded or excessive, for example because of their repetitive
character.


For more information on this topic, please read our privacy policy here:  

https://www.dialecticanet.com/index.php/privacy-policy.

If you would like to stop receiving email communications from Dialectica, please
email us to: unsubscribe@dialecticanet.com 

If you have any questions or concerns regarding this section or you wish to
report a complaint regarding an incident prior, during or after a consultation,
you may contact us at: compliance@dialecticanet.com

Identity and contact details of the Data Controller: 

The company Dialectica Ltd., registered in the United Kingdom, under the number
09605745 and located at 28 Margaret Street 2nd Floor Marylebone London W1W 8RZ.


EXPERIENCE HISTORY

Please confirm, prior to the consultation, that your career history is accurate.


From
To
Role
Company
2018-09
Present
Senior Information Security Analyst
State Board of Administration of Florida
2016-09
Present
Security Analyst II
Company Confidential
2016-02
2016-09
Senior Security Analyst
Florida Cancer Specialists Research Institute
2002-02
2016-02
IT Disaster Prepardness Consultant
Florida Health
2002-02
2016-02
Data Processing Manager
Florida Department of Health
2007-10
2010-05
IT Director
Charlotte County Health Department

For any required amendments, regarding your experience history, please use the
form below. Dialectica will, then, contact you as soon as possible.
Send us an e-mail
Send
I consent to the recording of my interaction with the Dialectica Client and the
transcription of the recording thereof
I consent to Dialectica processing my personal data, and relevant material, in
accordance with this Data Protection Section
I have carefully read and agree to the Terms of Engagement
No

Yes
No

Yes
No

Yes
Accept