Review Panelist Agreement

Review Panelist Agreement

This Review Panelist Agreement ("Agreement") is entered into by and between Organization Name: and Panelist Name: (collectively, the "Parties") as of the Effective Date set forth below.

RECITALS

WHEREAS, Organization administers a program requiring impartial review and evaluation of submissions, proposals, applications, or other materials (the "Materials"); and

WHEREAS, Panelist possesses relevant expertise, experience, and independence necessary to evaluate the Materials and has agreed to serve on Organization's review panel subject to the terms and conditions of this Agreement; and

WHEREAS, the Parties desire to set forth the scope, compensation, confidentiality, and other terms governing Panelist's engagement.

SCOPE OF WORK

Panelist shall perform impartial review services as requested by Organization, including evaluation of Materials, completion of scoring forms, participation in meetings or deliberations, and submission of written comments or recommendations. Specific assignments, deadlines, and deliverables for each review period will be provided in writing by Organization.

PAYMENT TERMS

In consideration for the services provided by Panelist, Organization shall pay Panelist the fees and reimbursements set forth below, subject to submission of any required deliverables and an invoice in the form required by Organization.

Unless otherwise agreed in writing, Panelist is responsible for all federal, state, and local taxes arising from payments made under this Agreement. Travel and out-of-pocket expenses will be reimbursed only if pre-approved in writing and accompanied by receipts.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered at least Notice Period (days): prior to the effective termination date. Organization may terminate immediately for cause if Panelist breaches any material obligation, engages in misconduct, or develops a conflict of interest that cannot be cured.

CONFIDENTIALITY

Panelist acknowledges that during the performance of duties Panelist may receive or have access to confidential, proprietary, or non-public information ("Confidential Information"). Panelist agrees to: (a) hold Confidential Information in strict confidence and not disclose it to any third party except as authorized in writing by Organization; (b) use Confidential Information solely for the purpose of performing obligations under this Agreement; and (c) upon termination or request, promptly return or certify destruction of all materials containing Confidential Information. Confidential Information does not include information that is or becomes publicly known through no breach by Panelist or is rightfully obtained by Panelist from a third party without restriction.

Breach of this Confidentiality provision will cause irreparable harm to Organization for which monetary damages may be an inadequate remedy; Organization shall be entitled to seek injunctive relief, specific performance, or other equitable relief in addition to any other remedies available at law or in equity.

INTELLECTUAL PROPERTY; DELIVERABLES

Panelist retains ownership of pre-existing materials, methodologies, and know-how. To the extent Panelist creates or submits any written comments, scores, reports, or other materials specifically prepared for Organization (collectively, "Deliverables"), Panelist hereby grants Organization a perpetual, non-exclusive, transferable, royalty-free license to use, reproduce, distribute and archive such Deliverables for Organization's legitimate program purposes. Panelist warrants that Deliverables do not infringe third-party rights.

REPRESENTATIONS; CONFLICTS

Panelist represents and warrants that Panelist has the qualifications to perform the services, will perform in a professional manner, and is not subject to any obligation, agreement, or conflict that would prevent full performance under this Agreement. Panelist shall disclose any actual or potential conflicts of interest immediately upon becoming aware of them. Organization may reassign or disqualify Panelist from reviewing specific Materials where a conflict exists.

INDEPENDENT CONTRACTOR

Panelist is engaged as an independent contractor. Panelist acknowledges responsibility for payment of all taxes arising from compensation and agrees that nothing in this Agreement creates an employment relationship, partnership, or joint venture.

Independent contractor status acknowledged:

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict-of-law principles. Exclusive venue for disputes shall be in the state or federal courts located within that jurisdiction unless the Parties agree otherwise in writing.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any exhibits or assignment summaries executed by the Parties, constitutes the entire understanding between the Parties with respect to the subject matter herein and supersedes all prior negotiations and understandings. No amendment or waiver will be effective unless in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither Party may assign this Agreement without the prior written consent of the other, except that Organization may assign to an affiliate or successor. Notices under this Agreement shall be in writing and delivered to the addresses provided by the Parties.

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