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Wall Street Oasis » Forums » Private Iniquity
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Former MS M&A / KKR here to field questions
 

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10xleverage's picture
10xleverage
      PE
 
 
(Orangutan, 370
 
Points)
 on 11/26/10 at 7:42pm
question-mark1.jpg

In the spirit of thanksgiving, I have decided to host a thread where you can ask all you ever wanted about banking or PE. Please feel free to ask away.

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Tags:
  • Morgan Stanley
  • private equity
  • KKR
  • IBanking
  • BB M&A
  • Private Iniquity
Kanon's picture

Are you familiar with MS's

Kanon
      O
 
(King Kong, 1,504
 
Points)
 on 11/25/10 at 4:50pm

Are you familiar with MS's Firm Strategy & Execution group? Any idea on the exit ops for this group (or similar internal Corp Dev/Strategy at other large IBs) into PE? There doesn't seem to be a lot of info on such groups - quite curious.

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10xleverage's picture

I'm going to give it to you

10xleverage
      PE
 
 
(Orangutan, 370
 
Points)
 on 11/25/10 at 4:58pm

I'm going to give it to you straight, if you want to maximize your shot at PE, you're going to want to stick to the traditional IBD groups where you get more of the analytical exposure that PE firms will want you to have. The firm strategy & execution group (or most internal corp dev groups at banks for that matter) will not provide you that background, even if you are gaining the MS brand. That said, I would pick an "inferior" bank where you can get better skills, perhaps M&A at a boutique. Of course, to the extent you can move into one of the more classic banking groups at MS (or a similar bank), that should be your first choice.

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ixjunitxi's picture

What is the compensation

ixjunitxi
      HF
 
(Orangutan, 273
 
Points)
 on 11/25/10 at 5:11pm

What is the compensation structure/salary like for 1st year PE Associates at mega funds particularly at KKR. There seems to be more transparency for IBD/S&T but not so much for PE? Additionally, did you have to do a case study or take a modeling test for your interview with KKR?

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greenapple's picture

in your opinion, what are the

greenapple
      IB
 
(Monkey, 48
 
Points)
 on 11/25/10 at 5:17pm

in your opinion, what are the major differentiators of candidates that are able to gain entry into and succeed in the upper echelon shops? obviously there are hundreds/thousands of junior bankers every year, but only a handful get top buyside gigs, and even fewer are able to keep progressing. similarly, what made you so successful?

also, could you share your general thoughts on the rat race? if you were to go back, would you change anything? and now that you're in a pretty enviable spot, do you see yourself working just as hard to keep climbing the ladder? Whether you plan on continuing or not, if you were to leave finance, what would you do?

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10xleverage's picture

ixjunitxi wrote: What is the

10xleverage
      PE
 
 
(Orangutan, 370
 
Points)
 on 11/25/10 at 5:28pm
ixjunitxi:

What is the compensation structure/salary like for 1st year PE Associates at mega funds particularly at KKR. There seems to be more transparency for IBD/S&T but not so much for PE? Additionally, did you have to do a case study or take a modeling test for your interview with KKR?

Basically compensation is comparable to that of a 1st year associate at an investment bank, maybe a little higher. KKR base is 100k which is along the same lines of some of the other comparable mega funds (BX, Carlyle, Bain, TPG). THL pays 125k, Apollo is known to pay 140k. Some other shops are all over the place (not confirmed but heard Crestview pays 150k). On the bonus side of things, it is fairly volatile, 400k a year may have happened once upon a time, but is certainly not realistic anymore. All-in comp is probably targeted somewhere in the 250kish range for the major shops. Regarding the case study, KKR does do a case study but it is not as rigorous as everyone makes out to be. It is basically a test where you will analyze a business using the information they provide you and you will be asked to put some materials together using excel, but then you will have a conversation with an associate or principal about what you put together. The modeling exam should really be the least of your worries because if the finance is not intuitive to you at that point, you will have an even more difficult time in the interview when you are expected to think on your feet.

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Mzz's picture

What are your hours like?

Mzz
      O
 
 
(King Kong, 1,501
 
Points)
 on 11/25/10 at 5:35pm

What are your hours like?

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10xleverage's picture

greenapple wrote: in your

10xleverage
      PE
 
 
(Orangutan, 370
 
Points)
 on 11/25/10 at 5:36pm
greenapple:

in your opinion, what are the major differentiators of candidates that are able to gain entry into and succeed in the upper echelon shops? obviously there are hundreds/thousands of junior bankers every year, but only a handful get top buyside gigs, and even fewer are able to keep progressing. similarly, what made you so successful?

also, could you share your general thoughts on the rat race? if you were to go back, would you change anything? and now that you're in a pretty enviable spot, do you see yourself working just as hard to keep climbing the ladder? Whether you plan on continuing or not, if you were to leave finance, what would you do?

I think personality is typically key, there are more than enough number crunching asian monkeys from wharton (pardon my language) that could fill the ranks of all the major mega funds. They key is to not only have those same number crunching skills, but also the other skills necessary to be the full package. I think as with anything else luck plays a large role in anything, but it is important to stay focused. Although you may not land your top choice whether that be in banking or PE, if you work very hard and have your stuff in order, you will likely be able to land a pretty good banking job, and a pretty good pe job (even if that means citi and madison dearborn, instead of gs/ms, kkr/bx etc.) At the end of the day, all this shit is more or less the same and the incremental difference between shops isn't as monumental as some people on this forum make it out to be. That said, for the most part brighter people will tend to be at better shops.

Regarding my thoughts on the rat race, it is what it is. I don't think I would change anything as I recognize that I am in a fortunate spot. That said, any kid who is 3-4 years out of school and thinks he has it made just because he works in PE is a bit delusional. A career in finance really starts in the junior MD role, everyone else is a glorified slave. As far as staying in PE, I don't think it is what it once was now that many of the premier PE funds have started to go public (KKR included). They aren't the nimble organizations (with the same upside potential) that might have existed a generation ago. To be fair though, there may not be as much upside in finance in this generation as in generations past.

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10xleverage's picture

Mezz wrote: What are your

10xleverage
      PE
 
 
(Orangutan, 370
 
Points)
 on 11/25/10 at 5:59pm
Mezz:

What are your hours like?

Contrary to popular belief, even for the so-called "New York sweatshops," the lifestyle is significantly better than in i-banking. There is a greater degree of dignity afforded to your time and quality of life in PE that certainly does not exist as a junior banker at a large investment bank. Yes, when you are on a deal, you are a slave again, but it is usually for a much better reason than a client-service pitch book. On average, you will probably get in a bit earlier (8:45 AM or so) than banking, but you will probably also leave around 9pm or so on average. The perks are also better, expensing policy is more lax, and you eat lunch in a dining hall. That said, when times are tough, they are tough, and that is finance afterall. Net net, definitely better than banking.

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ryancoon1's picture

Sent you a PM

ryancoon1
      IB
 
(Chimp, 13
 
Points)
 on 11/25/10 at 6:02pm

Sent you a PM

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jtbbdxbnycmad's picture

Hi, I like the spirit of your

jtbbdxbnycmad
      O
 
(Gorilla, 610
 
Points)
 on 11/25/10 at 6:23pm

Hi, I like the spirit of your thread.

Is it still possible to transition into PE if you're a post-MBA IBD Associate, or is one perceived as more expensive than an analyst but also less open to being a grunt? Or is the post-MBA track a long-term career move that only gives you options once you reach MD level (where, as you say, you stop being a glorified slave and then your value is in your decision-making skills, network, etc)?

I believe I have the chance to get perhaps 6 months of pre-MBA PE experience at a small-ish fund, through networking. Would that make a significant difference during MBA recruitment, or would IBD still be the only option in the world of M&A?

Thanks! Enjoy the turkey and pumpkin pie.

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chiphifrat's picture

Does KKR (and most mega-funds

chiphifrat
      IB
 
(Monkey, 54
 
Points)
 on 11/25/10 at 6:34pm

Does KKR (and most mega-funds nowadays) have a 2-year and out program, or do they encourage you to stay for a while? If they do encourage you to stay for a while, do most people still go to B-school after two years?

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PennJamin's picture

Thanks for the thread -- it's

PennJamin
      IB
 
(Chimp, 15
 
Points)
 on 11/25/10 at 6:52pm

Thanks for the thread -- it's refreshing to see something relevant on this forum. How well are the elite boutiques (GHL/EVR/LAZ/BX) represented in the top megafunds? Do you think they are overhyped on this forum?

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Stringer Bell's picture

Any advantage of M&A over

Stringer Bell
      PE
 
 
(King Kong, 1,679
 
Points)
 on 11/25/10 at 6:55pm

Any advantage of M&A over Sponsors?

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10xleverage's picture

jtbbdxbnycmad wrote: Hi, I

10xleverage
      PE
 
 
(Orangutan, 370
 
Points)
 on 11/25/10 at 7:09pm
jtbbdxbnycmad:

Hi, I like the spirit of your thread.

Is it still possible to transition into PE if you're a post-MBA IBD Associate, or is one perceived as more expensive than an analyst but also less open to being a grunt? Or is the post-MBA track a long-term career move that only gives you options once you reach MD level (where, as you say, you stop being a glorified slave and then your value is in your decision-making skills, network, etc)?

I believe I have the chance to get perhaps 6 months of pre-MBA PE experience at a small-ish fund, through networking. Would that make a significant difference during MBA recruitment, or would IBD still be the only option in the world of M&A?

Thanks! Enjoy the turkey and pumpkin pie.

Appreciate the support. Regarding the transition into PE at the post-MBA IBD level, it is incredibly difficult to get into a megafund (especially in this market) if you are not from a traditional background. KKR will typically only really look at you if you did 2 years at a top bank, 2 years at top PE and then HBS. Are the only people in the world qualified enough to work in PE made of this mold? Absolutely not. Is life tough? Yeah, it can be. That said, absolutely do not make post-MBA decisions with an eye towards exit opps, this typically turns out badly. Associates in IBD do have exit opps, but they are not as clear and regimented as their analyst counterparts. In middle market shops it is probably not as regimented, but you will still absolutely need meaningful pre-mba experience that is hopefully related to finance. Exceptions to the rule always exist, but I am just generalizing here because generalizations are the easiest things to discuss.

Regarding the value of the MBA, it absolutely helps, but nobody is making promotion decisions based upon where somebody (or if) went to business school. However, a person may have a significantly better network because of their MBA contacts. That said, there are partners at KKR who skipped the MBA and are doing just fine. To each their own, and you really have to weigh the costs and benefits when you are faced with it. It is unlikely though that somebody will be a superior dealmaker solely because of the fact they have an MBA. Lately the trend seems to be that b-school for non career switchers is coming out of vogue, but that said, an MBA will still provide more career versatility down the road.

Regarding your plight, I would suggest you try and get that pre-mba PE experience as it will significantly boost your profile (and relevance) when you apply for those jobs post-MBA. You should not take a cut in pay or responsibility to get this position though as it will look weird on your resume or as you speak about it.

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10xleverage's picture

chiphifrat wrote: Does KKR

10xleverage
      PE
 
 
(Orangutan, 370
 
Points)
 on 11/25/10 at 7:11pm
chiphifrat:

Does KKR (and most mega-funds nowadays) have a 2-year and out program, or do they encourage you to stay for a while? If they do encourage you to stay for a while, do most people still go to B-school after two years?

Generally 2 year and out although this is becoming less so. You will see some superstars these days getting promoted to the post MBA level although there is still a preference for the MBA. Many kids also will leave to go to hedge funds (tiger cubs and the like) as the large PE funds are becoming more bureaucratic (it comes with the territory when you are publicly traded) and as such, harder to advance in. There isn't that much encouragement to stay, it's still a dog eat dog work place, so it's not like you're in a fund of 10 people where people are begging you to stay. You can still be replaced.

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10xleverage's picture

PennFranklin wrote: Thanks

10xleverage
      PE
 
 
(Orangutan, 370
 
Points)
 on 11/25/10 at 7:18pm
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10xleverage's picture

Stringer Bell wrote: Any

10xleverage
      PE
 
 
(Orangutan, 370
 
Points)
 on 11/25/10 at 7:19pm
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ss1000's picture

How is JPMorgan? Any specific

ss1000
     
 
(Monkey, 38
 
Points)
 on 11/25/10 at 7:33pm
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mitchmcdeere's picture

Hey 10xleverage, thanks a lot

mitchmcdeere
      IB
 
(Chimp, 6
 
Points)
 on 11/25/10 at 8:00pm
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eating926's picture

I guess I want to know is

eating926
      IB
 
(Baboon, 107
 
Points)
 on 11/25/10 at 8:11pm
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ucla's picture

Sent you a PM!

ucla
      IB
 
(Monkey, 55
 
Points)
 on 11/25/10 at 8:11pm
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ametista's picture

Thank you for the post,

ametista
      O
 
(Senior Baboon, 193
 
Points)
 on 11/25/10 at 8:15pm
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10xleverage's picture

ss1000 wrote: How is

10xleverage
      PE
 
 
(Orangutan, 370
 
Points)
 on 11/25/10 at 8:19pm
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10xleverage's picture

mitchmcdeere wrote: Hey

10xleverage
      PE
 
 
(Orangutan, 370
 
Points)
 on 11/25/10 at 8:21pm
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10xleverage's picture

eating926 wrote: I guess I

10xleverage
      PE
 
 
(Orangutan, 370
 
Points)
 on 11/25/10 at 8:24pm
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blastoise's picture

What was the most fun you had

blastoise
      O
 
(Senior Neanderthal, 4,380
 
Points)
 on 11/25/10 at 8:25pm
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10xleverage's picture

ametista wrote: Thank you for

10xleverage
      PE
 
 
(Orangutan, 370
 
Points)
 on 11/25/10 at 8:28pm
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BonsaiBanker's picture

10xleverage

BonsaiBanker
      O
 
(Chimp, 13
 
Points)
 on 11/25/10 at 8:42pm
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Olympus123's picture

Can you explain what the

Olympus123
     
 
(Monkey, 60
 
Points)
 on 11/25/10 at 8:42pm
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monty09's picture

can we drop the pm's and ask

monty09
      EN
 
 
(Senior Neanderthal, 5,398
 
Points)
 on 11/25/10 at 8:48pm

WSO Conf - June 29, 2013

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10xleverage's picture

blastoise wrote: What was the

10xleverage
      PE
 
 
(Orangutan, 370
 
Points)
 on 11/25/10 at 8:49pm
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monkeyspells's picture

Really appreciate that you're

monkeyspells
      ST
 
(Monkey, 62
 
Points)
 on 11/25/10 at 8:51pm
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2x2Matrix's picture

This is great, thanks for

2x2Matrix
      CO
 
 
(King Kong, 1,011
 
Points)
 on 11/25/10 at 8:52pm

One of those lights, slightly brighter than the rest, will be my wingtip passing over.

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10xleverage's picture

Olympus123 wrote: Can you

10xleverage
      PE
 
 
(Orangutan, 370
 
Points)
 on 11/25/10 at 8:53pm
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10xleverage's picture

monty09 wrote: can we drop

10xleverage
      PE
 
 
(Orangutan, 370
 
Points)
 on 11/25/10 at 8:53pm
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Kenny_Powers_CFA's picture

Sounds like basically all

Kenny_Powers_CFA
      HF
 
 
(Neanderthal, 2,193
 
Points)
 on 11/25/10 at 9:01pm

There have been many great comebacks throughout history. Jesus was dead but then came back as an all-powerful God-Zombie.

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International Pymp's picture

Excellent forum. It's nice to

International Pymp
      RE
 
 
(King Kong, 1,882
 
Points)
 on 11/25/10 at 8:55pm
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blastoise's picture

do people at either firm

blastoise
      O
 
(Senior Neanderthal, 4,380
 
Points)
 on 11/25/10 at 9:03pm
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10xleverage's picture

monkeyspells wrote: Really

10xleverage
      PE
 
 
(Orangutan, 370
 
Points)
 on 11/25/10 at 9:11pm
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ametista's picture

10xleverage wrote: ametista

ametista
      O
 
(Senior Baboon, 193
 
Points)
 on 11/25/10 at 9:11pm
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need_your_thoughts's picture

For a first year analyst at

need_your_thoughts
     
 
(Chimp, 1
 
Points)
 on 11/25/10 at 9:21pm
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10xleverage's picture

2x2Matrix wrote: This is

10xleverage
      PE
 
 
(Orangutan, 370
 
Points)
 on 11/25/10 at 9:16pm
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10xleverage's picture

blastoise wrote: do people at

10xleverage
      PE
 
 
(Orangutan, 370
 
Points)
 on 11/25/10 at 9:18pm
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panther2k's picture

Thanks for coming on

panther2k
      IB
 
 
(Baboon, 101
 
Points)
 on 11/25/10 at 9:20pm
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10xleverage's picture

Kenny_Powers_CFA

10xleverage
      PE
 
 
(Orangutan, 370
 
Points)
 on 11/25/10 at 9:23pm
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2x2Matrix's picture

10xleverage wrote: 2x2Matrix

2x2Matrix
      CO
 
 
(King Kong, 1,011
 
Points)
 on 11/25/10 at 9:23pm

One of those lights, slightly brighter than the rest, will be my wingtip passing over.

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10xleverage's picture

ametista wrote: 10xleverage

10xleverage
      PE
 
 
(Orangutan, 370
 
Points)
 on 11/25/10 at 9:26pm
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10xleverage's picture

need_your_thoughts wrote: For

10xleverage
      PE
 
 
(Orangutan, 370
 
Points)
 on 11/25/10 at 9:34pm
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ibanking101's picture

10xleverage, thank you so

ibanking101
      IB
 
(Chimp, 7
 
Points)
 on 11/25/10 at 9:36pm
  • 0
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  •  
10xleverage's picture

panther2k wrote: Thanks for

10xleverage
      PE
 
 
(Orangutan, 370
 
Points)
 on 11/25/10 at 9:39pm
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Web Site Security Rules. Users are prohibited from violating or attempting to violate the security of the Web Site, including, without limitation, (a) accessing data not intended for such user or logging into a server or account which the user is not authorized to access, (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization, (c) attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the Web Site, overloading, "flooding", "spamming", "mailbombing" or "crashing", (d) sending unsolicited e-mail, including promotions and/or advertising of products or services, or (e) forging any TCP/IP packet header or any part of the header information in any e-mail. Violations of system or network security may result in civil or criminal liability. The Company will investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.

Specific Prohibited Uses.

The Company specifically prohibits any use of the Web Site, and all users agree not to use the Web Site, for any of the following:

  • Posting any incomplete, false or inaccurate biographical information or information which is not your own accurate resume
  • Using any device, software or routine to interfere or attempt to interfere with the proper working of this Web Site or any activity being conducted on this site.
  • Taking any action which imposes an unreasonable or disproportionately large load on this Web Site?s infrastructure.
  • If you have a password allowing access to a non-public area of this Web Site, disclosing to or sharing your password with any third parties or using your password for any unauthorized purpose.
  • Notwithstanding anything to the contrary contained herein, using or attempting to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search this Web Site other than the search engine and search agents available from the Company on this Web Site and other than generally available third party web browsers (e.g., Netscape Navigator, Microsoft Explorer).
  • Attempting to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Web Site.
  • Aggregating, copying or duplicating in any manner any of the materials or information available from the Web Site.
  • Framing of or linking to any of the materials or information available from the Web Site.

User Information.

When you register for the Web Site, you will be asked to provide the Company with certain information including, without limitation, a valid email address (your "Information"). In addition to the terms and conditions that may be set forth in any privacy policy on this Web Site, you understand and agree that the Company may disclose to third parties, on an anonymous basis, certain aggregate information contained in your registration application. The Company reserves the right to offer third party services and products to you based on the preferences that you identify in your registration and at any time thereafter; such offers may be made by the Company or by third parties. Please see the Company's Privacy Policy below for further details regarding your Information.

Registration and Password.

You are responsible for maintaining the confidentiality of your information and password. You shall be responsible for all uses of your registration, whether or not authorized by you. You agree to immediately notify the Company of any unauthorized use of your registration or password.

The Company's Liability.

As a condition to your use of this site, you release the Company (and our agents and employees) from claims, demands and damages (actual and consequential, direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code d1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

We are under no legal obligation to, and generally do not, control the information provided by other users which is made available through the Web Site. By its very nature, other people?s information may be offensive, harmful or inaccurate, and in some cases will be mislabeled or deceptively labeled. We expect that you will use caution and common sense when using this Web Site.

The Material may contain inaccuracies or typographical errors. The Company makes no representations about the accuracy, reliability, completeness, or timeliness of the Web Site or the Material. The use of the Web Site and the Material is at your own risk. Changes are periodically made to the Web Site and may be made at any time.

You acknowledge and agree that you are solely responsible for the content and accuracy of any resume or material contained therein placed by you on the Web Site and you agree to let any users that are identified as recruiters (designated in the sole discretion of the Company) to have access to your resume.

The Company is not to be considered to be an employer with respect to your use of the Web Site and the Company shall not be responsible for any employment decisions, for whatever reason made, made by any entity posting jobs on the Web Site.

THE COMPANY DOES NOT WARRANT THAT THE WEB SITE WILL OPERATE ERROR-FREE OR THAT THE WEB SITE AND ITS SERVER ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF YOUR USE OF THE WEB SITE OR THE MATERIAL RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, THE COMPANY IS NOT RESPONSIBLE FOR THOSE COSTS.

THE WEB SITE AND MATERIAL ARE PROVIDED ON AN "AS IS" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE COMPANY, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE COMPANY MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE MATERIAL, SERVICES, SOFTWARE, TEXT, GRAPHICS, AND LINKS.

Disclaimer of Consequential Damages.

IN NO EVENT SHALL THE COMPANY, ITS SUPPLIERS, OR ANY THIRD PARTIES MENTIONED ON THE WEB SITE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE WEB SITE AND THE MATERIAL, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Links to Other Sites.

The Web Site may contain links to third party web sites. These links are provided solely as a convenience to you and not as an endorsement by the Company of the contents on such third-party Web sites. The Company is not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of materials on such third party Web sites. If you decide to access linked third party Web sites, you do so at your own risk.

No Resale or Unauthorized Commercial Use.

You agree not to resell or assign your rights or obligations under these Term of Use. You also agree not to make any unauthorized commercial use of the Web Site.

Limitation of Liability.

The aggregate liability for the Company to you for all claims arising from the use of the Materials is limited to $1.

Termination.

The Company reserves the right, at its sole discretion, to pursue all of its legal remedies, including but not limited to immediate termination of your registration with or ability to access the Web Site and/or any other service provided to you by the Company, upon any breach by you of these Terms and Conditions or if the Company is unable to verify or authenticate any information you submit to the Web Site registration with or ability to access the Web Site.

Indemnity.

You agree to defend, indemnify, and hold harmless the Company, its officers, directors, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from your use of the Material or your breach of the terms of these Terms and Conditions. The Company shall provide notice to you promptly of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit or proceeding.

General.

The Company makes no claims that the Materials may be lawfully viewed or downloaded outside of the United States. Access to the Materials may not be legal by certain persons or in certain countries. If you access the Web Site from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. These Terms and conditions are governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. Jurisdiction for any claims arising under this agreement shall lie exclusively with the state or federal courts within New York, New York. If any provision of these Terms and Conditions are found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Conditions, which shall remain in full force and effect. No waiver of any term of these Terms and Conditions shall be deemed a further or continuing waiver of such term or any other term. Except as expressly provided in additional terms of use for areas of the Web Site a particular "Legal Notice," or Software License or Material on particular Web pages, these Terms and Conditions constitute the entire agreement between you and the Company with respect to the use of Web Site. No changes to these Terms and Conditions shall be made except by a revised posting on this page.

PRIVACY POLICY

The Company recognizes that you are concerned about privacy. We are committed to preserving your privacy and safeguarding your sensitive information. The following statement describes the general information-gathering and usage practices of our sites.

Our staff, contractors, Internet service providers and others involved in this site follow this policy or similarly strict policies regarding your Information.

Disclosure

The Company is committed to fully disclosing our policies regarding the collection, use, maintenance, disclosure and security of personal information obtained from users of our site. The term "personal information" includes a name, address, email address, or any other information which could be used to contact you directly or to identify you personally.

Use and Disclosure Limitations

The Company only uses personal information about its Web site users for specific purposes. We do not share user information with third parties except when we have told users about the disclosures, when we have prior consent, or when required by law.

Use Policy: When the Company gathers personal information from users, we ask for permission first. We also disclose, at the time of collection, how the information will be used by us. Personal information is used for activities such as auto-completion of commonly-used forms and helping us contact you when you solicit information from us.

Disclosure Policy: We do not normally disclose personal information to anyone outside of the Company unless we have previously informed users about the disclosures. However, some data may be used from time to time by outside contractors, including auditors or consultants, to assist us in carrying out necessary financial or operational activities. These uses will be consistent with this privacy policy and all contractors using this potential personal information must agree to safeguard it, to use it only for the authorized purpose, and to return it or destroy it upon completion of the activity.

The Company might be required to disclose personal information in response to a valid legal process such as a subpoena, search warrant or court order.

Although unlikely, it is possible that we may have to make certain disclosures to ensure the security of our Web site, to protect its integrity, or to take precautions against potential liability. In any of these situations, we will take any reasonable steps to limit the scope of the data disclosed.

Web Logs: The Company maintains standard Web logs that record basic information about visitors to our Web site. These logs contain: * The Internet domain from which you came to our Web site. * Your IP address. An IP address is a series of numbers which uniquely identifies your connection to the Internet. Although it is possible in some instances, certain types of IP addresses may be used by interested persons to identify users but we do not attempt to identify users in this way. * The type of browser (e.g., Internet Explorer or Netscape) and operating system (e.g., Windows 98) you use. * The date and time you visited the site, and the pages you saw.

We use Web log information to design our Web site, identify popular features, and in similar ways. We do not try to identify individuals from Web logs or to link Web logs to other user information. However, if someone tries to damage our Web site or use it in an unauthorized or illegal way, we may share Web log information with law enforcement agencies. The Company may provide aggregate information such as the number of users who visit particular pages of the site, or the number of people who link to certain external sites from our site, to other parties.

Changes to Privacy Policy

The Company's features and services will change over time and our information-gathering practices and policies may also change.

While our philosophy of protecting user information from inappropriate uses and disclosures will not change, this policy will be updated occasionally to include any change that materially affects the collection, maintenance, use, or disclosure of personal information.

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