Tutorial for Experts

​This Tutorial is to assist Experts who participate in consultations through Silverlight Research to understand the key terms of engagement which relate to potential Conflicts of Interest, Confidentiality, and Material Non-Public Information (MNPI). The information provided in this tutorial is a summary of some of Experts' obligations under the Silverlight Research Terms & Conditions and does not limit or modify those obligations. Please click through the Tutorial below or read through the Tutorial document here:
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Introduction

• Our Experts must conduct all consultations in strict compliance with Silverlight Research's Terms & Conditions, a comprehensive set of rules that provides broad governing principles as well as specific prohibitions on certain conduct
• Your agreement to comply with the Terms & Conditions is a binding contract between you and Silverlight Research of which our Clients are third-party beneficiaries
• A copy of the Terms & Conditions is available here, and a link to it is provided in every invitation an Expert receives to participate in a consultation through Silverlight Research 
• Our Terms & Conditions govern your conduct in our network. The information provided in this tutorial is merely illustrative of some of your obligations under the Terms & Conditions and does not limit or modify those obligations.

Prohibitions from the Terms & Conditions

Silverlight Research's Terms & Conditions prohibit an Expert from participating in any consultation that:

• presents a conflict of interest
• will cause the Expert to breach any obligation to any entity, including his employer
• will cause the Expert  to breach any agreement or code of conduct to which he is subject
• will cause the Expert to violate any law, rule, or regulation

Silverlight Research's Terms & Conditions also strictly prohibits an Expert from:

• providing any information the Expert is obligated to keep confidential, including any proprietary information
• providing material non-public information
• discussing the any confidential information (according to the Expert's company employee handbook) related to the Expert's own current employer
• discussing confidential information related to the Expert's former employer if the Expert served in a finance or accounting role at the former employer within the last 4 months

Conflicts of Interests Overview

The term "conflict of interest" is very broadly defined and can include:

• the Expert's interest in certain securities transactions
• a conflict with a particular Client
• responsibilities, obligations or duties owed to a third party, including the Expert's current or former employer
• confidentiality obligations

To determine what your potential conflicts may be, you should review:

• your present and former employment agreements
• any present or applicable former employee handbooks or compliance manuals
• professional and other codes of ethics and conduct
• present and applicable former consulting agreements
• all non-disclosure agreements

Examples of Conflicts of Interests

A conflict of interest may take many forms and you need to give serious consideration to whether each proposed consultation presents a conflict for you.
You must decline the project if you have a conflict with:

• the subject matter of the request or
• the Client making the request

Examples of subject matter conflicts:

• The information you have concerning the subject was obtained under a non-disclosure agreement
• The subject of the request is a former employer and your employment agreement prohibits you from discussing the subject, even following termination of employment

Examples of Client conflicts:

• You are a stakeholder in a competitor of the Client
• Your employer is a direct competitor of the Client

The above are only examples of potential conflicts and are not meant to reflect an exhaustive list of potential conflicts. If you have any questions regarding whether a particular subject matter or Client presents a conflict of interest, please refer to the Silverlight Research Terms and Conditions
By accepting any consultation request, you are acknowledging that you are not conflicted from consulting on the particular topic of the request, or with the particular Silverlight Research Client who submitted the request.

How to Assess Potential Conflicts

How to Assess Your Conflicts

• Upon receiving a request to consult, consider whether you are subject to any confidentiality agreements that prohibit you from engaging in all discussion concerning the subject matter of the request
• Presuming that you are not, you still must consider whether you are subject to any agreements or other obligations that limit the information that you can share about the subject
  • You may feel comfortable discussing a general business model or industry position
  • Certain other topics, like a marketing plan for a particular product, or its internal projections, may be completely off limits

Only you know what obligations you are under so only you can determine whether you have a conflict with a client or concerning a subject. 

What to Do if a Potential Conflict Arises in a Consultation

Even if a conflict doesn't appear on the face of a request, it is possible that one could arise during the course of a consultation. If, in the course of a consultation, the conversation veers in a direction that presents a potential conflict for you, you must:

• immediately identify the potential conflict to the Client, and move on to a permissible subject or terminate the consultation
• notify the Silverlight Research project manager 

In the event that you must terminate a call due to a potential conflict of interest or any other potential non-compliance with Silverlight Research Terms & Conditions, you are welcome to submit an invoice for your time consulting plus 15 minutes 
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Silverlight Research does not want its Experts ever to engage in a discussion that presents a potential conflict for them.

Confidential Information

Information you hold
You will not disclose any (i) confidential information or (ii) any material non-public information concerning a quoted company, security or instrument or any trade secret – please note that:

• “confidential information” means information in any form, which is identified as confidential or is clearly by its nature confidential, including without limitation information which concerns the business, finance, organisation or future plans of any third party.
• “Material non-public information” is precise information in respect of a specific company that is not generally available and that a reasonable investor would use to help him/her make investment decisions. If this information was generally available, it would be likely to significantly affect the price of an investment.

Information you receive from Silverlight Research or our Clients
You will keep confidential, not disclose to any third party or use for any purpose, any confidential information disclosed to you before, during or after a Consultation (including without limitation the identity of a Client, the subject matter of any Consultation or the questions asked during a Consultation and the rates agreed by you with Silverlight Research in respect of any Consultation).

What Exactly is Material Non-Public Information (MNPI)?

• ​“Material non-public information” is the legal term for information that can give rise to insider trading liability. Information is “material” if “there is a substantial likelihood that a reasonable investor would consider it important” in deciding whether to buy, sell or hold a security (e.g., a stock or bond). To meet the threshold for materiality, there must exist a “substantial likelihood” that a fact “would have been viewed by the reasonable investor as having significantly altered the ‘total mix’ of information made available.” Information may be deemed material even if it relates to speculative or contingent events.
• Information is regarded as “non-public” unless and until it has been broadly disseminated or made widely available to the general public. Means of dissemination could include public filings, coverage by major news organizations, posting on widely-trafficked web sites, publication in research reports and circulation in proxy materials. Even if a public announcement has been made about a particular matter, unpublicized aspects of the matter may remain “non-public” for purposes of the securities laws.
• To be safe, you may not disclose any information that is confidential to any company. It is difficult to determine the materiality of particular facts in isolation and you should not attempt to do so. Instead, you should decline any project or inquiry that would involve disclosure of any confidential information.

Questions Regarding Confidential Information or MNPI

​How to Respond if asked a Question during a Consultation that would Require to Reveal Material Non-Public Confirmation (MNPI) or Confidential Information

• You should explain that you cannot answer the question because it would cause you to reveal confidential information. If you are uncomfortable continuing with the consultation, you may end it and invoice Silverlight Research for the consultation
• ​If you feel that a Client was knowingly seeking to solicit material non-public or confidential information from you, you should notify Silverlight Research Compliance (compliance@silverlightgroup.com) 

Thank you for Completing the Tutorial for Experts