For Clients
What you sign, and what binds the Expert side.
Client Engagement Agreement v1, published 13 August 2026. The full text governs, not this page. This page is not legal advice.
Seventeen questions, answered in the order you will ask them. Every answer quotes the clause it rests on. Every clause is published in full at agreements.maisonmilentis.com, and nothing here replaces it.
Who you are dealing with
Am I contracting with the Expert?
No. You hold one contract, with Maison Milentis. The Expert holds a different one, also with us. Nothing runs between you.
“Nothing in the Agreement or any Engagement creates an introduction, placement, employment or agency relationship between the Client and any Expert, or any contract between the Client and any Expert.”
Who is responsible to me if the work is wrong?
We are, and only we are. You have one counterparty for performance.
“The Company acts as an independent principal: it selects, engages, directs and pays the Experts through which it performs, and it alone is responsible to the Client for performance.”
The questions your compliance team will ask first
Will this survive a challenge that it was an inducement?
You warrant that the need is real and documented and that the engagement is not a reward. We do not put a name forward until that need is written down.
“each Engagement it proposes serves a legitimate, documented business need and is not offered or structured as a reward or inducement for any past or future prescribing, purchasing or recommending decision”
“The Company will not select or propose an Expert before the needs assessment for the Engagement is documented.”
How do I know the fee is defensible?
The rate sits inside a documented fair-market-value band. Your statement of work states the tier, the band, the rate and the hours cap, so the total transfer of value is fixed and reportable before work begins. What the Expert is paid is billed to you at cost.
“The Company sets each FMV Rate within a documented fair market value band built from published wage and payment data and logged arm's length comparators, tiered by credential and expertise, and records the basis for each Engagement… so the total transfer of value for the Engagement is bounded and reportable.”
“the Honoraria, which the Company bills to the Client at cost, one to one, with no margin or mark-up to the Company”
Can the money influence what the Expert concludes?
No. The Expert is paid from funds already in our hands, before they start, whatever they conclude.
“The Company pays each Expert at the FMV Rate from funds already received, whatever conclusion the Expert reaches; no payment to an Expert is contingent on the outcome of an Engagement.”
Who is screened, and when?
Every Expert, before they begin work, and again for each engagement.
“verify each Expert's identity, credentials and professional registration against primary registers, and screen each Expert against applicable sanctions, exclusion and debarment lists, before the Expert begins work”
Working with someone you cannot name
What do I see about an Expert, and when do I learn their name?
A reference code and a capability card before you sign. The full de-identified profile after signature and payment, to check against the criteria in your statement of work. A name only if that Expert consents to being named to you.
“The Company identifies each expert to the Client by Expert Reference… After the Schedule is signed and the sums due on its signature are paid, the Company provides the full de-identified capability profile for each Company-identified seat… An Expert's name is released only as clause 10.5 provides.”
Can I tell the Expert what I need the answer to be?
No, and that restriction is what you are buying. Your commercial objectives do not reach the Expert as instructions.
“the Company, and not the Client, directs and supervises each Expert, and the Client shall not instruct or supervise any Expert”
“the Client's commercial objectives are not passed to any Expert as instructions”
Can I turn down an Expert who is put forward?
Where they do not meet a criterion stated in your statement of work, or where a conflict has been disclosed. Not otherwise.
“The Client may decline an expert put forward for a seat only where the expert does not meet a stated Seat Criterion or has a conflict disclosed under the Schedule's review process.”
Limits, and what happens at one
What am I undertaking not to do?
Not to seek inside information or any third party's confidential information from an Expert. Not to use an Expert, a deliverable or an engagement for promotion, for unlicensed claims, or to present content as independent after controlling its science.
“it will not seek, solicit or knowingly accept from any Expert material non-public information, the confidential information of any third party or the confidential information of any competitor…”
“it will not use any Expert, Deliverable or Engagement for the promotion of a product, for unlicensed medical claims, or to present content as independent where the Client has controlled its scientific content”
What happens if a session runs towards one of those lines?
We stop it. The Expert is paid in full for the stopped session, and that amount is deducted from your refund.
“The Company may decline, suspend or halt any Engagement, session or Expert involvement where it determines on reasonable grounds that continuing would breach applicable law, an applicable code, the Agreement or the Company's compliance policies.”
“the amounts payable to an Expert in full for a session halted on compliance grounds.”
What you end up holding
What do I own at the end?
On payment in full, the deliverable vests as your statement of work provides, with a licence to the background material needed to use it. Its use stays subject to the no-promotion undertaking. Where the deliverable is educational content, you may fund it and propose topics but you do not control the science.
“On payment in full of all sums due for an Engagement, intellectual property rights in the Deliverables vest as the Schedule states or, where the Schedule is silent, are assigned by the Company to the Client…”
“The Client may fund the content and propose topics, and shall not control its scientific content nor present it as independent after altering it.”
What can I produce if a regulator, an acquirer or my board asks?
The engagement file. Every capability profile we showed you is logged by reference and date, and that log is conclusive evidence of what was disclosed and when.
“maintain an audit trail of the needs assessment, screening, fair market value basis, attestations, Deliverables and payments sufficient to evidence after the fact that the Engagement was run as the Agreement requires.”
“The Register is conclusive evidence of the fact, date and content of the disclosure, absent manifest error.”
Whose transparency obligations are these?
Yours are yours. We give you the information you need and obtain the Expert consents a disclosure requires. Where an engagement involves a healthcare professional practising in France for a health-products company, the French procedure completes before work begins; we coordinate it.
“it will identify and discharge its own transparency and disclosure obligations in respect of transfers of value under the Engagements, and will give the Company the information the Company reasonably requests in support”
“The Company coordinates the procedure; the Client shall promptly provide the information, and execute the documents, that the procedure requires of it; and the Engagement timetable adjusts so that work does not begin before the procedure permits.”
Money, liability and leaving
What does it cost, and what happens if I cancel?
Four parts, each named and each stated in your schedule: the Honoraria at cost, the Admin Fee, the Engagement Fee, and the Screening or Verification Fee per seat. Honoraria are paid before the work they pay for begins.
If you cancel, you get back the balance of what you paid in advance, less three deductions: work already performed and deliverables already completed; time an Expert had already reserved for the engagement, which we are committed to pay them for; and any session halted on compliance grounds, which is paid to the Expert in full. The Engagement, Screening and Verification Fees stay payable.
“…after deducting: (a) the Honoraria for work performed and Deliverables completed up to the effective date; (b) the amounts the Company is committed to pay Experts under the Expert Services Agreements for time reserved for the Engagement; and (c) the amounts payable to an Expert in full for a session halted on compliance grounds.”
“…the Engagement Fee and the Screening and Verification Fees remain payable in full, because they pay for the per-engagement screening, fair market value documentation and contracting largely performed before and at signature of the Schedule.”
Where does liability sit?
Each party's liability is capped at the greater of twelve months' Fees and the General Cap Floor in the Cover Page, with a higher Enhanced Cap for confidentiality and data-protection breaches. Honoraria are a pass-through and do not count towards the cap. Neither side is liable for consequential loss. Your indemnity to us is uncapped so far as it arises from a breach of your clause 6.1 undertakings or from promotional misuse of a deliverable.
“…no limit in this clause 14 applies to the Client's indemnity so far as it arises from a breach of clause 6.1 or from use of a Deliverable in breach of clause 6.1(d).”
Our Client Agreement, clauses 14.1 to 14.5 and 21 · caps stated in the Cover Page
Am I locked in?
No. During an engagement you do not instruct, pay or contact the Expert other than through us. Once an Expert has been named to you and every engagement involving them has ended, nothing in the agreement stops you contacting them directly. There is no non-circumvention clause in any of our terms.
“Where the Company has released an Expert's name under clause 10.5 and every Engagement involving that Expert has ended, this clause 12.2 does not restrict the Client from contacting that Expert.”
The changelog
A Client objected. The clause was removed.
Our first Pre-Engagement Terms, the draft of 29 July 2026, carried a non-circumvention clause. For twelve months after an introduction the prospective Client could not approach, engage or pay the expert except through us, with a liquidated sum of USD 15,000 per expert for breach. A prospective Client declined to sign because of it. We concluded it served neither Clients nor Experts and removed non-circumvention from the Pre-Engagement Terms and from the Client and Expert agreements before any of them was signed. The draft remains readable. The changelog records it.
Clause 4, "Introductions and non-circumvention". Clause 4.2: "During the Term and, for each Reference, for the Non-Circumvention Period following its Introduction Notice, the Prospective Client shall not identify or attempt to identify the individual behind the Reference, and shall not approach, solicit, engage or pay that individual, directly or indirectly, otherwise than through the Company." Key terms: "Non-Circumvention Period: 12 months from the relevant Introduction Notice"; "Liquidated Sum: USD 15,000 per Reference". Clause 4.4 made the Liquidated Sum payable on demand for a breach of 4.2.
Clause 4, "Introductions and identification". Clause 4.2: "For each Reference, for as long as the Company has not disclosed the identity of the individual behind it, the Prospective Client shall not identify or attempt to identify that individual, and shall not use any Introduction Notice or Capability Profile to approach or contact that individual otherwise than through the Company." Clause 4.3: "Clause 4.2 does not restrict the Prospective Client in respect of an individual whose identity it already knows independently of the Terms, or in its dealings with any person it identifies without using information received under the Terms." No liquidated sum. No period after disclosure.
Read the draft →Read the current terms → Pre-Engagement Terms v2aThe changelog →
The Expert side has its own entry: an Expert found a flaw in the Expert Services Agreement, and it was fixed. /protections/experts, section 7 →