Before you participate in the production of any Content, we require that you confirm that you have read, understood and agree to the following:
1. You understand that the decision to initiate/proceed with the production and publication of Content is at Third Bridge’s sole discretion. This proposal does not bind Third Bridge to proceed with the production or publication of any Content.
2. If you are currently employed, you confirm that:
- You will not specifically discuss your current employer or its business during the Interview except in instances when you are participating in Forum Pulse, Forum Primer Interview or Tearsheet production, subject to your obligation not to provide confidential information in accordance to clauses 4 and 5 below;
- The terms of your employment do not prevent you from engaging in the production of the Content
- You are not restricted from and have the necessary permissions to
participate in the production of Content. For example, if you are
employed, your contract of employment or employer’s policies may require you to obtain your employer’s prior consent to participate;
3. You agree that your participation in producing the Content is in your personal capacity, as an independent contractor, and not as an employee or representative of Third Bridge, your employer or any other party.
4. You agree that you will not disclose any Confidential Information before or during the production of the Content. 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.
Please note: “Confidential Information” includes, but is not limited to:
- confidential or proprietary information about your current (or a former) employer;
- trade secrets;
- financial information, such as margins or revenues, not publicly released;
- any other information which you are under a duty to keep confidential; and
- identities of Third Bridge clients.
5. You agree that you will not disclose any inside information or material non-public information concerning a company, security or instrument before or during the production process of the Content.
In particular, if you possess inside information or material non-public information in respect of any company that may be discussed during the Forum Interview (including any company referred to in the Content’s title, body or agenda), you agree that you will not disclose any such information.
Please note: Material non-public information (“MNPI”), sometimes referred to as “inside information”, is a specific type of confidential information. MNPI is information that is not generally available where there is a substantial likelihood that a reasonable investor would consider it important to an investment decision. If this information was generally available, it could significantly affect the price of an investment or significantly alter the total mix of information available to investors.
MNPI includes, but is not limited to:
- financial information or results before they are made public;
- non-public information regarding a merger, divestiture, or material contract;
- information relating to unpublished clinical trials.
Our clients are typically financial investors and may use the information you provide in making an investment decision. They do not want to receive MNPI because receipt of such information will likely restrict them from trading in securities in the company to which the information relates and may cause them financial damage.
If you are in any doubt as to whether a piece of information is public please do not discuss or otherwise disclose it in the production of the Content – you should err on the side of caution. Do not reference “rumours” which you have heard or conversations which you have had with current or former colleagues or contacts at any public company where the information referred to is not public.
6. If you are a citizen of or reside in the People’s Republic of China, and if you either have or had access to:
- information relating to China’s national security and interests,
- non-public statistical data related to the Chinese economy or market, or
- other important data related to the Chinese economy or market
you must comply with your duties and obligations under relevant laws (including, but not limited to, the Guarding State Secrets Law of the People’s Republic of China 1988 and the National Security Law of the People’s Republic of China 2023). You must not discuss or disclose such information.
7. You confirm that you have not been found guilty of insider dealing, market abuse, money laundering, violations of any securities law or regulation, or any offence involving dishonesty (or similar offences in any jurisdiction), and that you will inform Third Bridge immediately if you become aware of any investigation involving, or any charge brought against, you for such offences.
8. By agreeing to participate in the production of any Content, you confirm that you understand and are knowledgeable about the proposed subject matter and that you will undertake the Content production diligently, professionally and to the best of your ability.
9. You will not provide any information in the production of the Content that may infringe, misappropriate or conflict with the intellectual property rights of any third party.
10. During the production process of the Content, you will not provide any investment, legal, financial, accountancy or medical advice, including, without limitation, recommending, rating or valuing any security or providing advice regarding the investment in, purchase or sale of any securities.
11. You agree to provide Third Bridge with accurate biographical information and keep it up to date. You agree to inform Third Bridge of any change in your employment as soon as reasonably practical.
12. You agree that you have given due consideration to the possibility of conflicts of interest and, in participating in the production of the Content, you agree that this does not create or represent any conflict of interest for you.
13. You agree that your participation in the production of the Content will not result in a breach of applicable laws or regulation (including, but not limited to, disclosing the personal information of any individual in accordance with applicable data privacy laws) or a duty owed by you or someone else.
14. If you are a government official or employee, you agree to (i) inform Third Bridge that you are a government official or employee , and (ii) not discuss or otherwise disclose any government legislation, regulation, policy, contracts or any other business that you, as a government official or employee, would be in a position to vote upon or otherwise influence.
15. If you are a medical professional, you agree you will not discuss or otherwise disclose any unpublished clinical trial results, patient experience information or any other information regarding trials which is not yet public.
16. You agree that you have read, accept and agree to abide by Third Bridge’s Privacy Policy which can be found at https://thirdbridge.com/compliance/privacy-policy/ (as updated from time to time).
17. You agree that you have read, accept and agree to abide by Third Bridge’s Anti-Bribery and Corruption Policy which can be found at https://thirdbridge.com/compliance/anti-bribery-corruption-policy/.
18. You agree to at all times comply and adhere to the “Specialist Code of Conduct” available here: https://thirdbridge.com/compliance/third-bridge-specialist-code-of-conduct/ (as may be updated from time to time).
19. You agree that any oral Content that you provide may be recorded by or on behalf of Third Bridge and you consent to such recording and the production of Transcripts of those Recordings. Third Bridge will be the sole owner of all intellectual property rights in Content (to the fullest extent permissible by law). You assign to Third Bridge all intellectual property rights (including without limitation copyright) in such Content on an exclusive basis, without any territorial limit or royalty and agree that Third Bridge will have the right to use, distribute, reproduce, publish, modify, edit, summarise, adapt, sublicense, and/or publicly display, in whole or in part, in any language or format and in all media such Content for any commercial or non-commercial purpose. To the extent that is not legally possible to full transfer the title or copyright to Third Bridge, then you agree to provide Third Bridge with an exclusive, royalty-free, global, perpetual license for the same. Such use may include using the Content by Third Bridge to produce its own content based (in whole or in part) on such content. The assignment will be effective immediately when the Content is made and you agree to execute such documents or take such other steps as may be necessary to give full effect to such assignment. You irrevocably waive any and all moral rights in any Content in favour of Third Bridge.
20. You understand that a) Third Bridge publicises upcoming and past Content to its clients through the Third Bridge extranet, email campaigns and such other communication channels as Third Bridge deems appropriate; and b) Third Bridge provides subscribers to its services with access to Content through its online portal and other distribution channels (including third party distribution channels). You accept that for Forum Interviews and any other Content where you specifically grant your consent, Third Bridge may disclose information including but not limited to your name, professional position and the subject matter and date of the production of any such Content in which you are participating or have participated.
In addition, you authorise Third Bridge to publicise the subject matter of any Content on its public website or third party online platforms. This may include, but is not limited to, displaying your professional position and date of the production of the Content in which you are participating or have participated. Please note that Third Bridge will not display your name on its public website or a third party online platform without your consent.
21. You acknowledge and agree that Third Bridge is under no obligation to provide you with any engagement opportunities and in the event that Third Bridge determines, in its sole discretion, that you have breached these Terms, Third Bridge may terminate or suspend its relationship with you without notice or explanation.
22. You understand that our clients are financial investors and may be current, past or future investors in the company (or companies) which may be the subject matter of, or otherwise referenced in, the Content.
23. You agree that in the seven (7) days prior to, and during the seven (7) days following, your participation in a Forum Interview you will not participate in any group discussion, interview or presentation which is recorded, where a recording and/or transcript of said event is distributed or made available to investment firms and/or consultancy firms, relating to the same (or substantially similar) content as the relevant Forum Interview.
24. If you are being paid for the production of the Content, your total fee will be confirmed to you in writing by Third Bridge.
25. If you are being paid for a Forum Interview, payment will be made within thirty (30) days from the Forum Interview date.
26. Following Third Bridge’s determination that you have completed a Forum Primer Interview successfully and adequately, Third Bridge will pay you within thirty (30) days. Third Bridge will deduct from the payment of fees any withholding taxes or other amounts required to be deducted by applicable local law or regulation.
27. If you do not receive due payment (in whole or in part), you must inform Third Bridge by email within six (6) months of the end of the thirty (30) day period mentioned in clauses 25 and 26 above, stating that payment has not been received. Otherwise, your right to complete payment will lapse. Third Bridge will investigate all queries of non-payment and will endeavour to ensure the relevant fees are paid as soon as possible. It is your responsibility to ensure that your bank account details are correct and up-to-date and match the details that we have on your account.
28.Third Bridge reserves the right not to pay fees for the following reasons:
(a) failure to adhere to and comply with the Specialist Code of Conduct;
(b) if Third Bridge reasonably believes that you have breached any of these Terms;
(c) your bank account details do not match the name on your account; and/or
(d) failure to notify Third Bridge within the six-month period, mentioned in clause 27 above, that full payment has not been completed.
29. Third Bridge agrees:
(a) to issue self-billed invoices for services provided by you until twelve (12) months from the date of these Terms;
(b) to complete self-billed invoices, showing your name, address and (if applicable) VAT registration number, together with all the other details that constitute a full VAT invoice; and
(c) to make a new self-billing agreement in the event that its VAT registration number changes and to inform you if the issue of self-billed invoices will be outsourced to a third party.
30. You agree:
(a) to accept invoices raised by Third Bridge on your behalf until twelve (12) months from the date of these Terms;
(b) not to raise invoices for services provided in respect of these Terms; and
(c) to notify Third Bridge immediately if you change your VAT number, cease to VAT registered or sell all or part of your business.
31. You acknowledge that Third Bridge clients who access or otherwise receive the Content are an intended beneficiary of and may rely on and enforce your compliance with these Terms.
32. Third Bridge’s total liability in contract, tort, misrepresentation or otherwise arising in connection with these Terms shall be limited to an amount equal to the fees paid to you. Third Bridge shall not be liable for any loss or damage, or any costs, expenses or other claims including without limitation: (i) loss of profit: (ii) loss of business; (iii) loss of revenue; (iv) loss of goodwill; (v) loss of anticipated savings; (vi) loss of any data or information and/or (vii) special or indirect loss or consequential loss or otherwise which arise out of any Content production or otherwise in connection with these Terms. However, nothing in these Terms excludes or limits Third Bridge’s liability for death or personal injury caused by its negligence or for fraudulent misrepresentation.
33. In the event that any part or provision of these Terms are determined by any court or other competent authority to be invalid, unlawful, or unenforceable to any extent, it shall to that extent be severed from the remainder of the Terms which shall continue to be valid and enforceable to the fullest extent permitted by law.
34. No delay or failure in exercising any right under these Terms, or any partial or single exercise of any right, will constitute a waiver of that right or any other rights under these Terms. No consent to a breach of any express or implied term of these Terms constitutes consent to any subsequent breach.
35. These Terms, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by English law and without prejudice to Third Bridge’s right to take proceedings before any other court of competent jurisdiction, the parties hereby irrevocably submit to the exclusive jurisdiction of the English courts.
Last Revised Feb 2024
