Community Agreement

We are pleased to confirm your participation in the Reuters Insight Community of Experts (the "Reuters Insight Community"). This Community Agreement (the "Agreement") sets forth the terms and conditions pursuant to which you may be called on to provide services to Reuters and its clients (for the purposes of this agreement, Reuters means the Thomson Reuters entity which has agreed to make your services available to the client). By becoming a member of the Reuters Insight Community ("Member"), you agree to be bound by each of these terms and conditions. Failure to abide by the terms and conditions of this Agreement may result in immediate termination from the Reuters Insight Community.

As a Member, you will be a non-agent independent contractor of Reuters subject to this Agreement, as amended from time to time. In that capacity, you shall not be acting on behalf of Reuters in any fiduciary capacity, nor will you have any authority to act on behalf of Reuters.

1. Term of Agreement

The term of this Agreement (the "Term") will commence upon your execution of this Agreement and its acceptance by Reuters, and will continue until terminated by either party upon 30-days’ advance written notice.

2. Services Performed

Reuters may call upon you, on an as-needed basis, to provide consulting services to its clients including, without limitation, conducting one-on-one meetings, participating in conference calls and internet-based conferences, responding to surveys, attending public or private meetings and researching and drafting collaborative reports relating to various products, companies and industries (collectively, “Consulting Projects”). Nothing herein will obligate Reuters to call upon you for any specific Consulting Project.

3. Statement of Work

Reuters will communicate to you its requirements with respect to a Consulting Project and you will use your best efforts to accept or decline the Consulting Project within 48 hours. You will keep the assigned appointment time for any consultations that you agree to accept unless both parties agree to re-schedule. Acceptance of consultations and participation in surveys is at your discretion.

4. Accuracy of Information Provided to Reuters

You represent and warrant that the biographical and employment information you have provided to Reuters is accurate and complete in all material respects and that you will immediately provide us with any updated information should any of the information that you have submitted change in any material respect. You agree that Reuters may make your information available to its clients solely via the relevant Reuters service in order to aid in their determination about whether to contact you.

5. Access Rights

Your username and password are for your individual use only in connection with your participation in the Reuters Insight Community. You may not share your account information with anyone other than your direct assistants and only if they agree in writing in advance to be bound by the confidentiality provisions herein.

6. Conditions Relating to Participation in Consulting Projects

You acknowledge and agree, as a condition to your retention as an Member, that:

1. Prior to your participation in any Consulting Project, you agree to disclose to Reuters any facts that may give rise to a potential conflict of interest on your part or give rise to any incentive that could impair your objectivity and independence. Additionally, you must disclose if the Consulting Project is related to any entity for which you are a director, employee, advisor or agent or with which you are otherwise affiliated or to which you provide services in return for any form of compensation.

2. You agree to conduct yourself professionally and devote the necessary time and efforts to discharge your duties with respect to each specific Consulting Project. Should you be unable to completely and professionally discharge your duties regarding a particular Consulting Project, you must decline to participate or, once commenced, so advise Reuters immediately. If you behave in a manner that Reuters deems to be unprofessional, Reuters has the right to terminate your contract immediately.

3. You will keep confidential and not disclose to any third party, unless required by law or compulsory legal process, any “Confidential Information” (as defined below) that you may learn or develop in the course of your participation in any Consulting Project. You will use such Confidential Information only in connection with the performance of your duties as a Member in the Reuters Insight Community. If you are compelled by order of a court or other governmental or legal body (or have notice that such an order is being sought) to divulge any such Confidential Information to anyone, you will immediately notify Reuters and will cooperate fully with Reuters in protecting such information to the extent possible under applicable law.

   "Confidential Information" includes, but is not limited to: (i) the subject/topic of any Consulting Project; (ii) the identity of any Reuters client; (iii) any documents or information that have been supplied to you in connection with any Consulting Project; (iv) the findings, results or conclusions of any Consulting Project; and (v) any information relating to the business of Reuters or its clients or any of its affiliates (including, but not limited to, information as to processes, techniques, discoveries, pricing, marketing, methods, know-how, organizational structure, customers and results of operation of Reuters, the client or any such affiliate).

4. You may not, in connection with your participation in a Consulting Project, breach any written or oral confidentiality or nondisclosure agreement or understanding that you may have with any other party. Should your participation in any Consulting Project raise the issue of divulging information subject to any such agreement, you must notify Reuters immediately. You must consider whether participation in a Consulting Project would raise any confidentiality or nondisclosure issue prior to agreeing to participate in any particular Consulting Project. You are expected, for example, to review the terms of any confidentiality or nondisclosure agreements, employee manuals, codes of ethics and employment agreements (among other documents) prior to agreeing to participate in any particular Consulting Project. In the event that you become aware of such an issue after you have started working on a Consulting Project, you must immediately suspend your work and notify Reuters. Further, you acknowledge, represent and warrant that any information that you supply to Reuters will be obtained through means that do not constitute a breach of any written or oral confidentiality or nondisclosure agreement or understanding. You acknowledge and agree that it is your sole responsibility to ensure that you do not violate any law, regulation, agreement or other obligation through your participation in a Consulting Project.

5. You are expressly prohibited from providing Reuters clients with investment, financial, medical or legal advice, including, without limitation, rating or recommending any security, providing advice as to the value of any security or providing any advice regarding the advisability of investing in, purchasing or selling any security.

6. You must return upon request all documents, data, notes or other information and materials you received or were otherwise created in connection with any Consulting Project (the “Confidential Materials”). You may be asked to certify that all Confidential Materials have been returned. In the event that you are asked to certify compliance with this requirement, payment of any fees due to you for your participation in a Consulting Project shall be contingent on, among other things, receipt of your signed certification.

The provisions of Section 6 will survive the termination of the Term for any reason.

7. Trading Prohibition

Confidential Information and Confidential Materials may be considered to be material non-public information under the federal securities laws. Trading in securities based on material non-public information, or providing such information to any other person or entity for the purpose of enabling the other party to trade on it, is a violation of securities laws. Such activity may subject you to criminal and civil penalties. Accordingly, you are prohibited from trading, and agree not to trade, any security in violation of applicable securities laws. This prohibition includes futures, options, warrants and any other derivative security. You also agree that this prohibition extends to all family members living in your household and any accounts in which you or any such family member holds any financial interest or over which you possess trading discretion or control.

8. Contact with Clients Introduced Through Reuters Insight

As a condition to participation in the Reuters Insight Community, you agree that, for a period of one year from completion of any Consulting Project with a client to which you have been first introduced by Reuters, not to solicit or accept Consulting Projects from, or propose any kind of consulting relationship to, such clients without prior written permission of Reuters.

9. Additional Information for Members Who Are Employees of Public Companies

Certain securities regulations prohibit issuers, or persons acting on their behalf, from disclosing material non-public information to industry professionals, such as analysts, portfolio managers, broker-dealers, investment companies, investment advisors and holders of securities who may trade on the basis of such information, without disclosing that information to the public. In the event that material non-public information is disclosed, an issuer must make simultaneous public disclosure if the disclosure is intentional or reckless or "prompt" public disclosure if the disclosure is unintentional. Prior to participating in a Consulting Project, you should familiarize yourself with the prohibitions and requirements of applicable securities laws and the policies and procedures of any public company with which you are affiliated or employed. If you are employed by a publicly traded company, you are not permitted to discuss any material information that relates to your employer, that has not been publicly disclosed, even if permitted under any other disclosure agreements to which you are a party.

Reuters assumes no responsibility whatsoever for any disclosure obligations arising under applicable securities laws, including, but not limited to, performing any analysis as to whether any material non-public information was disclosed and, if so, whether such disclosure was intentional, reckless or unintentional. Compliance with applicable securities laws is your sole responsibility and the issuer with which you are affiliated or employed.

10. Intellectual Property Rights

All material on Reuters web sites, whether explicitly marked or not, as well as Confidential Material and any other Reuters materials that you receive as a Member, is the proprietary property of Reuters and all intellectual property rights therein are the property of Reuters. You may download material from our web site(s) only while you are a Member and only for use or for use during the course of your work on a Consulting Project. Subsequent copying, redistribution or publishing of any such material is prohibited without prior written permission of Reuters. Removal of trademark or copyright notices from any content is strictly prohibited.

You hereby assign to Reuters all right, title and interest in and to any and all deliverables, inventions, ideas, expressions, names and marks devised by or contributed to by you in connection with the Consulting Projects hereunder and agree that each such deliverable, invention, idea, expression, name or mark which could be the subject of a copyright application shall be considered to be a “work for hire;” provided, however, that nothing herein constitutes assignment to Reuters of your business methods, practices, know-how or other means of doing business or providing services to others. You shall retain ownership of all pre-existing materials, pending patent applications, and methods of working.

11. Right to Injunction

You acknowledge that Reuters would suffer irreparable harm (not adequately remedied by monetary damages alone) if you breach the provisions of the Agreement, including, without limitation, Sections 6, 7 and 8, and that Reuters would be entitled to equitable relief, in addition to its remedies at law, to enjoin any such breach or threatened breach.

12. Limitation on Liability

In no event shall Reuters be liable to you or any other party for any damages resulting from, or relating to, your participation as an Member, the performance of any services by you as an Member or the business operations of Reuters, including, without limitation, for any incidental, consequential, punitive or special damages.

13. Payment for Consultations

1. The rate of pay for a client consultation will be that which you set forth in your application for the Reuters Insight Community unless otherwise agreed. You may change such rate by giving thirty (30) days prior written notice to us. You will be paid for any consultations scheduled prior to the effective date of the rate change in accordance with the previous rate (even if such consultations actually take place after the effective date of the rate change). Payment for consultations greater than 15 minutes in duration will be made in accordance with your stated hourly rate pro-rated to the actual length in minutes of the consultation. Payment for consultations of 15 minutes or less will be paid 1/4 of your stated hourly rate.

2. The rate of pay for a Consulting Project where Reuters asks you to participate in a survey will be set forth in documentation or emails accompanying the survey.

3. The rate of pay for all other Consulting Projects will be as agreed between us.

4. You will be entitled to payment for surveys or consultations only after your completion of the survey or consultation. Once an event occurs for which you should be paid, Reuters will confirm with you the amount, and submit that record to our payment cycle.

5. Reuters may use a third party to process payment and you acknowledge that you may need to provide relevant tax and account information to such third party at their request in order to receive payment.

6. You may incur certain fees when depositing or cashing your payment check locally. Reuters is not responsible for these fees. You may also incur income, taxes and other fees which are your responsibility. If you are registered for VAT, and need to collect this from Reuters, please ensure that the rate of pay you set for consultations is inclusive of VAT.

14. Ratings

By participating in the Reuters Insight Community, you agree to allow Reuters to rate you and provide the ratings to clients of the relevant Reuters services. You may be rated based on feedback from clients on the quality of consultations, your acceptance of consultations, and your attendance record for scheduled consultations.

15. Privacy

Reuters will maintain your personal information that you provide to Reuters in accordance with the terms of Reuters privacy policy, but may distribute your personal information as permitted in this Agreement.

16. Waiver and Severability

You represent and warrant that the performance of the terms of this Agreement will not conflict with, or result in the breach of, any other agreement or obligation to which you are a party or by which you are bound. The waiver by either party of a breach of any provision of this Agreement will not operate or be construed as a waiver of any subsequent breach thereof. The invalidity or enforceability of any provision hereof will not affect the validity or enforceability of any other provision.

17. Amendment

Reuters may amend this Agreement upon 10-days’ written notice. Any such amendment shall be automatically effective on the 10th calendar day after such notice has been sent.

Should you object to the content of any amendment, you must notify Reuters immediately. Participation in a Consulting Project after notice of an amendment to the Agreement has been sent constitutes your acceptance of the Agreement, as amended. For the purposes of this Section 17, you agree that written notice may be delivered in hard copy, via e-mail, or through other electronic and non-electronic delivery mechanisms.

18. Governing Law

This Agreement is governed by the laws of the State of New York applicable to all agreements to be performed wholly within that State.

If you reside in China, both of the parties shall strive to settle any dispute or claim arising from the interpretation or performance, or in connection with, the provisions of this Agreement through friendly/good faith consultations. In case no settlement can be reached through consultations within 10 days of the submission of such matter by one of the parties to the other, both parties agree within 20 days to submit the matter to the China International Economic and Trade Arbitration Commission (“CIETAC”) to be settled under its arbitration rules by 3 arbitrators, two of whom shall be chosen by each of the parties and the third arbitrator shall be chosen by the two arbitrators. The arbitration proceedings shall be conducted in English and shall take place in Beijing. The arbitral award shall be final and binding upon both parties and shall be enforceable in accordance with its terms.

27-May-08