You will be emailed a copy of this agreement for your records, when you submit your registration.
Mosaic Research Management, LLC
Consultant Agreement (the “Agreement”)
By clicking below, you acknowledge that Mosaic Research Management, LLC (“MRM”) and MRM clients will rely on the acknowledgements and undertakings set forth below.
1. Introduction. MRM provides industry executives and professionals the opportunity to become MRM Consultants and to provide consulting services (“Services” or “Consultations”) to MRM clients. MRM clients are investment management firms and are in the business of investing and trading in securities. MRM clients may utilize the information that you provide to them in making investment decisions. Your participation as a MRM Consultant is in your personal capacity and not on behalf of any other entity (except for an entity that is wholly owned by you).
2. Confidentiality of Engagement. You agree to keep confidential your engagement with MRM and MRM clients and the information (including the content and substance of any information or opinion) that you transmit to MRM or MRM clients. You agree to keep confidential and not use any information disclosed to you by or on behalf of MRM or any MRM clients.
3. Conflict of Interest. You are responsible for compliance with all applicable laws, rules and regulations, and with any contractual relationships or fiduciary duties that are binding on you. You agree to decline participation in this or any consultation with MRM or any MRM clients that presents or may present a conflict of interest or an appearance of a conflict of interest. A conflict of interest could include any activity that may violate an obligation that you may have to any other person or entity. You represent that you are not subject to any contract or agreement that would prevent you from engaging in a consulting relationship with MRM or any MRM clients. You agree to notify MRM in writing prior to any call or in-person meeting with a MRM client should there be any concerns regarding a prior agreement to which you are a party or any conflict of interest concerns.
4. Sources of Information. You agree that the information you provide to MRM or any MRM client: (a) shall not be material, non-public information; (b) shall not have been obtained through any act of misappropriation or unlawful means; and (c) shall not violate any obligation of confidentiality or other duty you owe to the source of the information. You agree not to engage in any discussions about material information with, or obtain material information from, directors, officers, employees or consultants, or any persons who have held such status during the prior six (6) months, of a publicly traded company (a “Public Company”) that you are researching for, or will be discussing with, MRM or a MRM client (each a “Target Company”). Information is “material” if a reasonable investor would consider it important in deciding whether to buy, hold or sell a security. We understand that in the future, you may, from time to time, have legitimate business reasons to speak with the Target Company in connection with your company’s independent business relationship with the Target Company, including your company’s position as its competitor, customer or provider. Nothing in this Section 4 is intended to prohibit those conversations. You represent, however, that you have not received material information about the Target Company within the previous 6 months and that you will not share material non-public information (as defined below) with MRM or its clients.
5. Non-Disclosure of Confidential or Material Non-Public Information.
A. You agree to keep confidential all materials and information that you obtain in connection with Consultations (“Confidential Information”). Confidential Information, whether written, electronic, oral or otherwise, includes all materials and information pertaining to MRM and MRM clients, including information relating to the operation, business, products, services, projections, market goals, financial affairs, intellectual property, and trade secrets of MRM and its clients, as well as MRM client names and contact information, MRM employee and consultant names and contact information, and information pertaining to Consultations for MRM clients (including the content and substance of any information or opinion supplied by you, and any questions asked or inquiries made by MRM clients). You agree to also keep confidential your participation as a Consultant of MRM and MRM clients. You agree to hold all Confidential Information in strict confidence and not to disclose or use (for your benefit or the benefit of others) any Confidential Information for any purpose other than to provide Consultations pursuant to your engagement by MRM.
B. You agree not to transmit information to MRM or any MRM client if to do so would result in a violation of any law, regulation or duty that you owe to a third party. Further, you agree not to transmit information if you reasonably believe that someone breached a duty of confidence by disclosing the information to you, and you agree not to transmit information if the source of the information believes that you agreed to hold such information in confidence.
C. You agree not to transmit to MRM or any MRM client any material non-public information (or similar concept as defined under any applicable law or regulation) concerning any Public Company. By offering your knowledge to MRM or any MRM client, you represent that you have sufficient knowledge to make a reasonable determination of what constitutes material, non-public information, and that, when in doubt, you will refrain from passing along such information.
Information is “material” if a reasonable investor would consider it important in deciding whether to buy, hold or sell a security. If the disclosure of information would affect the market price of a security, that information is likely to be material. Examples of information that is likely to be material include: mergers and acquisition negotiations; significant changes in management; changes in debt ratings; significant litigation or governmental investigation; changes in earnings estimates or actual earnings; changes in dividend policies; labor negotiations; and preliminary indication of a new product or other major development. Information need not relate specifically to the issuer of securities (e.g., earnings news) in order to be material. Information about the market for a security could also be material. For example, knowledge that an investor intends to buy or sell a large amount of a security, or knowledge that a firm intends to recommend buying or selling a security could easily be material if it can be expected to affect the market for the security.
Information is “non-public” if it has not been disseminated in a manner making it available to investors generally. Information becomes public when one can identify a fact that shows the information to be generally available, such as publication in Dow Jones, Reuters Economic Services, the Associated Press, United Press International, The New York Times, The Wall Street Journal, or a publication of general circulation. Disclosure to a small group of people, such as brokerage firm research analysts or institutional investors, does not make information public.
6. Compliance with Law. In transmitting information to MRM or any MRM client, you agree to abide by all relevant laws, regulations and standards of care. You understand that the information provided to MRM or its clients will be used for investment purposes. Further, you represent that you have never been: (a) convicted of a felony; or (b) the subject of an investigation by a securities regulator or other regulatory authority (state, federal or foreign); or (c) a defendant in any proceeding where fraud or violation of laws or regulations including the taking of a false oath, the making of a false report, perjury or bribery or conspiracy to commit any such offense is alleged. If you hold a professional license, you represent that the license is valid and that you have not been subject to any disciplinary actions with respect to that license by any state, federal, foreign, or professional body in the past five (5) years.
7. Independent Contractor. You understand that you will perform the Services and Consultations strictly as an independent contractor and that your status as a MRM Consultant does not create an employment relationship between you and MRM, or between you and any MRM client. You will be paid either by MRM or by a MRM client directly, depending on the particular arrangement MRM has with the MRM client.
8. Third Party Beneficiary. You acknowledge that any MRM client for whom you perform Consultations hereunder is an intended third party beneficiary of this Agreement and has the same rights and expectations as MRM with respect to any breach by you of your representations, warranties and covenants hereunder.
9. Indemnification. You acknowledge that MRM does not participate in client calls and that MRM is unable to monitor or control what you say during such calls. Consequently, you understand that MRM needs to protect itself from liability that results from material illegal activity occurring during such calls. This Section applies only if you materially breach the Agreement or materially violate the law to such a degree that MRM is sued by a third party because of your conduct. Moreover, this Section applies only to the extent that MRM realizes actual losses or expenses resulting from the third party action. If a court determines that (a) you materially violated the law or materially breached the contract, and (b) that such violation or breach caused injury to the third party or caused the third party to sue MRM, then you agree to indemnify and hold harmless MRM and its affiliates and assigns and each of its and their officers and employees from and against any losses, costs, suits, claims and proceedings (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) to the extent that such Losses result from your material illegal actions or omissions, negligence, or your material breach of this Agreement. MRM agrees not to seek to impose upon you liability for indirect, incidental, consequential, exemplary or punitive damages, so long as such damages do not arise out of conduct that constitutes gross negligence or willful misconduct.
10. Limitation of Liability.
YOU AGREE THAT UNDER NO CIRCUMSTANCES WILL MRM BE LIABLE TO YOU OR TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO YOUR SERVICES AND OTHER CONDUCT AS A MRM CONSULTANT, OR YOUR INTERACTIONS WITH MRM OR MRM CLIENTS. MRM SHALL NOT BE LIABLE FOR ANY CLAIMS AGAINST YOU BY THIRD PARTIES.
11. Miscellaneous. This Agreement, any exhibits and schedules hereto, and any other documents referred to herein, constitute the entire agreement and understanding between you and MRM regarding the subject matter of this Agreement. This Agreement and any of its terms may be changed, amended, waived, discharged or terminated only in writing signed by both you and MRM. You or MRM may terminate this Agreement with or without cause, at any time, by written notice to the other party. Upon termination of this Agreement by MRM, MRM will pay you all compensation then owing and unpaid. The headings in this Agreement are for reference purposes only and shall not limit or otherwise affect any of the terms of this Agreement.
THE ABOVE TERMS AND CONDITIONS SHOULD BE CAREFULLY READ, UNDERSTOOD AND ACCEPTED BY CONSULTANT BEFORE PARTICIPATING IN CONSULTATIONS WITH MRM AND MRM CLIENTS. PLEASE CLICK BELOW TO SIGN THIS AGREEMENT AND THEREBY LEGALLY BIND YOURSELF TO THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. CLICKING BELOW IS THE EQUIVALENT OF CONSULTANT MANUALLY SIGNING THIS AGREEMENT.