Emissary, Inc. (“Emissary”), provides an automated network (the “Network”) for use by clients (“Clients”) desiring to identify and consult with subject-matter experts in various fields (“Emissary” or “you”). These guidelines (the “Guidelines”) expand upon the terms of your service as an Emissary provided in the Emissary Consulting Agreement between you and Emissary entered into upon your registration with the Network (the “Emissary Agreement”). These Guidelines apply to all aspects of your participation in the Network as an Emissary. Violations of these Guidelines may result in immediate termination of the Emissary Agreement and your relationship with Emissary, as well as, in some cases, criminal or civil penalties under applicable law. In appropriate cases, Emissary may report violations to governmental or regulatory authorities. In the event of a conflict between these Guidelines and the Emissary Agreement, the terms of the Emissary Agreement will govern.
During your participation in the Network, you will be expected to act professionally and in good faith, and at all times in a manner consistent with these Guidelines and the Emissary Agreement. These Guideline are provided as a resource to assist you in performing consults between you and Clients (each, a “Consult”). However, you are solely responsible for ensuring that you do not violate any law, rule, regulation, contractual agreement, fiduciary or other obligation or duty, or any ethical standards or codes of conduct to which you are subject.
If you have any questions that are not answered by these Guidelines, please contact Emissary at firstname.lastname@example.org.
PART I — PROHIBITED ENGAGEMENTS
You may not participate in Engagements relating in whole or in part to any company, governmental organization or other entity with respect to which you (i) are, or have been during the prior six (6) months, a director or officer of, or consultant to, such company or any entity that such company controls, is controlled by or is under common control with (an “Affiliate”), (ii) possess sole or shared power to vote or dispose of an aggregate of two percent (2%) or more of any class of equity securities of such company or entity, (iii) have any other significant relationship that could result in access to material nonpublic information about such company or entity, or (iv) have or reasonably expect to have material nonpublic information about such company.
A critical way for you to avoid making improper communications is to decline to participate or discontinue your participation in any Engagement with a Client that may result in: the disclosure by you of material nonpublic information concerning any person or entity; the disclosure by you of confidential or proprietary information belonging to or concerning another person or entity; the breach by you of any agreement, obligation or duty (including any company policy or procedure) to which you are subject; a violation by you of any law, rule or regulation; a violation of these Guidelines; or a conflict of interest or an appearance of a conflict of interest for you.
You may contact Emissary if any such potential issues arise. Emissary may schedule a personal interview with you to review whether you should decline or discontinue the Consult. You are obligated to provide Emissary as soon as practicable any information pertaining to such potential issues upon reasonable request by Emissary. If Emissary deems it necessary, you may also be required to arrange for direct communication between Emissary and your employer or any other person or entity
Emissary deems appropriate to investigate such potential issues. You should be careful to verify that any Engagement in which you participate would not result in your violating any law, rule, regulation, agreement or other obligation to which you are subject. For example, if you have participated in a clinical study, you may have obligations to keep certain information confidential. You should adhere to those obligations and decline all Engagement requests related to such clinical study.
As a reminder, even if you do not believe you have any confidentiality obligations with respect to a clinical study, you are prohibited from participating in Engagements relating in whole or in part to a clinical study in which you are participating or have during the prior six (6) months participated.
If you are ever unsure about whether your obligations to third parties or under applicable laws may conflict with your participation in an Engagement, you should notify Emissary and decline or discontinue such Engagement.
PART II — COMMUNICATIONS WITH RESEARCHERS
A. Prohibited Advice and Signaling
All views you express to Emissary and Clients must accurately reflect your genuine personal views. You are prohibited from providing to any Client or Emissary: any investment advice, or rating, recommending or otherwise discussing the value of, or the merits of acquiring or disposing of, particular securities or groups of securities or derivatives related thereto; or information you know or have reason to believe is false or misleading.
In addition, you are prohibited from providing information about a company to Clients or Emissary (i) while in possession of material nonpublic information concerning such company or its securities (or derivatives thereof) or (ii) based on confidential or proprietary information belonging to or concerning another person or entity.
A Consultant who is a professional in the field of law, medicine, accounting, tax or any other regulated profession is prohibited from offering professional advice unless the Consultant has taken all steps to insure that the rendering of such advice through Emissary is done in strict accordance with the laws, guidelines, practices or rules governing or applicable to his or her profession; and by rendering such advice, the Consultant is representing and warranting to Emissary that such activity, including the payment of fees to Emissary, does not constitute a violation by the Consultant or Emissary of any such laws, guidelines, practices or rules.
B. Advice for Personal Benefit
The opinions or information you elect to provide to Emissary or Clients should not be based upon an intention to benefit your personal interests.
C. Misrepresentation of Qualifications
You may not misrepresent your experience, position or knowledge to Emissary or Clients. You may not represent yourself to Clients as a person acting (or with authority to act) on behalf of Emissary, any of its Affiliates or any Client.
PART III — CONFIDENTIAL INFORMATION
A. Nondisclosure of Confidential Information
You may not disclose Confidential Information (as defined below) unless authorized in writing by the entity providing you with such information or required to do so by a court order or other governmental or regulatory body; provided that, in such case, you must promptly notify Emissary and the applicable Client (if the applicable Confidential Information was disclosed by a Client) of such compelled disclosure and shall use all reasonable efforts to prevent or minimize the extent of such disclosure.
“Confidential Information” includes all information obtained by you in connection with your participation in the Network pertaining in any manner to Clients, Emissary or its Affiliates, or other Emissarys, including, without limitation, information that you learn in the course of a Consult, but excluding any information that is or becomes known to the general public under circumstances involving no breach by you of the terms of the Emissary Agreement.
Confidential Information would include, for example: Information not otherwise publicly available obtained in connection with your participation in the Network pertaining in any manner to the business of Emissary or its affiliates, Clients or other Emissarys, including without limitation information that you learn in the course of Engagement regarding (A) securities transactions by a Client or another Emissary, or (B) any business, transaction or investment idea under consideration by a Client or another Emissary; The existence, nature and contents of any printed or electronic material furnished for your use by Emissary, its Affiliates, Clients or other Emissarys that is not otherwise publicly available; and The existence and nature of any Engagement or request for Engagement (including without limitation the names of the applicable Client).
B. Confidentiality of Emissary Website Materials and Website Username and Password
Without Emissary’s prior written consent, you may not cite, publish, broadcast, copy, display, distribute, make derivative works from or make available for download, in whole or in part, whether alone or in combination with other materials, any information, materials or other communications or content you receive from Emissary or that Emissary otherwise makes available to you in connection with the Network, including without limitation custom surveys and material on the Emissary website (including any trade secrets, know-how, intellectual property and copyrighted information therein) (“Emissary Materials”). You may use Emissary Materials only for and during the course of Consults. You may not share your username or password to the Emissary website with any other person or entity.
PART IV — INSIDER TRADING
A. Legal Prohibitions and Penalties
U.S. federal securities laws and the laws of most jurisdictions worldwide generally prohibit “insider trading” or the purchase or sale, or the recommendation of a purchase or sale, of any stock, bond, option or other security by a person while he or she is in possession of “material nonpublic information” (sometimes also referred to as “inside information”) about the security or its issuer. The use of such material nonpublic information to avoid losses is no less a violation than the use of such information to generate profits. Regulators have treated the detection and prosecution of insider trading violations as an enforcement priority, and violations have also been the subject of private legal actions. U.S. federal and state securities laws provide for criminal and civil penalties for violations of the insider trading laws. Sanctions or penalties include jail sentences, civil injunctions, fines for the person who committed the violation of up to three times the profit gained or loss avoided as a result of the unlawful trades, whether or not the person fined actually traded, and fines for the person’s employer or other controlling person. A person can be subject to some or all of these penalties as a “tipper” if he or she discloses material nonpublic information to another person who then trades while in possession of such information. A person can incur “tipper-tippee” liability if his or her disclosure of information breaches a duty owed to the issuer or the source of the information. A tipper can be liable even if he or she does not personally receive a direct monetary benefit from the ensuing trading activity.
It is also important to understand that the prohibitions on disclosing or misusing information do not apply only to “insiders” such as officers, directors, employees and significant shareholders of an issuer. The prohibitions can also apply to “outsiders” such as consultants, accountants, lawyers and underwriters who have a duty of trust or confidence to the source of the material nonpublic information. In addition, the prohibitions can also apply to persons with a family relationship to the source of the information, and to persons with any other relationship of trust or confidence with the source (such as when people have a history, pattern or practice of sharing confidences).
You are prohibited from disclosing any nonpublic information in breach of any duty of trust or confidence to the source or subject matter of the information.
B. Material Information
Information is “material” if there is a substantial likelihood that a reasonable investor would consider it important in deciding whether to purchase, sell or hold a security or other financial instrument. It is also information that, if disclosed, is reasonably likely to affect the market price of the security or instrument. Information may be material even if it relates to speculative or contingent events. Information that is material with respect to a security is also likely to be material with respect to options and other related derivatives. Information that is material usually includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition discussions or agreements, major litigation or regulatory investigations, regulatory approvals or disapprovals, and extraordinary management developments. Because the determination of whether information is “material” involves questions of judgment (that may be second-guessed by a regulator who has the benefit of hindsight), you should refrain from disclosing nonpublic information if you have any questions about whether the information might potentially be considered material.
C. Nonpublic Information
Information is nonpublic until it has been effectively communicated to the market place or made widely available to the general public such as by means of a press release carried over a major news services, a public filing made with a regulatory agency, or material sent to security holders or potential investors (such as a proxy statement or prospectus). It is sometimes difficult to know whether information has been made public. The fact that nonpublic information is reflected in rumors in the marketplace does not mean that the information has been publicly disseminated. Even when some information regarding a matter has been made public, other aspects of the matter may remain nonpublic.
PART V — RESTRICTED ACTIVITIES
You may not use Emissary’s name, trade name, trademark or symbol or any other means of identifying Emissary in connection with any promotion, advertisement or other marketing activities without Emissary’s prior written consent.
B. Emissary’s Name, Trade Name, Trademark and Symbol
You may not attempt to register Emissary’s name or any Emissary trade name, trademark or symbol or any other means of identifying Emissary, or any component, simulation or native or foreign equivalent thereof, alone or as part of your own trademark, copyright or domain name. You may not adopt as your own, claim ownership rights in, or attempt to register any material, item, design or designation which is the same or confusingly similar to Emissary’s name, or any Emissary trade name, trademark or symbol.
PART VI — UPDATING YOUR INFORMATION WITH EMISSARY
Emissary relies on the information you have provided it to select the Engagements in which you are eligible to participate. Therefore, it is important that you keep Emissary informed of any changes to the information you have provided to Emissary. Failure to keep Emissary informed of any change in your information may result in the breach and termination of your Emissary Agreement.
You should contact Emissary immediately regarding: any changes in your employer; any new companies or topics you cannot discuss in a Engagement for any reason, including because such a discussion would pose a conflict of interest (or the appearance of a conflict of interest) for you; any new persons (or entities) or categories of persons (or entities) with whom you cannot interact in a Engagement for any reason; and any Engagements or categories of Engagements in which you cannot participate for any reason