Compiance Tutorial_compliance-tutorial-en.0ce42.pdf

Compliance turorial

1. © VisasQ Inc. All Rights Reserved.
VisasQ/Coleman Expert Training

2. When joining our network and once a year thereafter, we ask you to review our compliance training to remind you of our
policies and procedures.
Annual Compliance Review
The role of an expert
network
Key principles to observe
during your participation
Case Studies and FAQs
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3. Primary researchenables clients and/or end-clients to make more informed business decisions.
At VisasQ/Coleman, we offer our clients the opportunity to gather primary research and hear unbiased
industry perspectivesthrough consultations with our experts.
VisasQ/Coleman help clients supplement their existing network of contacts by providing an efficient
alternative to traditional networking.
A More Efficient Way to Network
Quickly learn about new industries
Hear multiple viewpoints
Research more efficiently
Work within a compliance framework
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VisasQ/Coleman help clients:

4. Examples:
•Industry Information: business practices, industry structures, issues, trends, success/failure stories of business
models, etc.
•How-to: effective web advertising, advice on improving sales materials, etc.
•Individual Opinions/Views:the reason(s) why particular companies/products are performing well/poorly,
outlook for the next 3 years/10 years, etc.
Your Role as an Expert
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Experts are sources of industry opinions and knowledge on current industry
events
“Expertise” is defined as professional knowledge and views/opinions based on individual experience

5. Three Key Principles
1-Prohibition on
Disclosing Confidential
Information
2-Prohibition on
Conflicts of Interest
3-Prohibition of Acts in
Violation of Laws and
Regulations

6. As an Expert, you have duty to keep confidential information of current or former employers, etc. in
accordance with work rules and confidentiality agreements
"Confidential information" can mean:
-Material, non-public information (MNPI)
-Proprietary information
-Commercial secrets
-Information restricted under a non-disclosure agreement (NDA)
Prohibition on Disclosing Confidential Information
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VARS, resellers, suppliers, distributors and franchisees are obligated to maintain as confidential
their clients, franchisors, and other contracted parties

7. oBy agreeing to our Terms and Conditions, Experts accepta duty to keep confidential all Client/Project information they receive
oExperts are prohibited from disclosing Clientcompany names, personal information, topic or content of a consultation and any
other informationprovided during a consultation
oEveninferences or assumptionsabout Clients and their business activities may not be disclosed or discussed by Experts with 3
rd
parties
oDisclosing confidential information or ignoring a conflict may result in violation of laws and regulations. Significant civil or criminal
penalties can be imposed for the unauthorized disclosure or use of confidential information.
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Expert Obligations Related to Client Information
-Discloseinformation received in a consultation
to any 3
rd
party
-Tip or Tradeon any information or assumptions
based on conversations with a Client
-Engage in securities trading based on material,
non-public information
-Initiate direct contactwith any Client outside
our platform
As an Expert, you should NOT:
Clients may share information that is not publicly available (such as business ideas and challenges)
for the purpose of discussion with Experts.

8. Understanding and identifying material, non-public information is important, as an expert should neverdiscuss this information
Information is generally considered to be “material” if its public disclosure would be reasonably likely to affect:
Understanding Material, Non-Public Information
•An investor’s decision to buy or sell the securities of a public company to which the
information relates, or
•Themarket price of that company’s securities
VisasQ/Coleman Clients can be substantially harmed by receiving material, non-public
information. It could cause them to discard prior investment plans and a significant amount of
time and research already invested in an idea.
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9. Possible Examples of Material, Non-Public Information
Understanding Material, Non-Public Information
•Significant mergers, acquisitions,
reorganizations, dispositions of assets,
or jointventures
•Significant litigation developments
•Significant increases or decreases in the
amount of outstanding securities or
indebtedness
•Transactions with directors, officers, or
principal security holders
•The granting of options or payment of
other compensation to directors or
officers
•Significant changes in financial results
and/or financial condition and financial
projections
•Dividends or stock splits
•News of major mergers, new contracts
or possible loss of business
•Changes in management or control
•Earning estimates and other sensitive
financial information
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10. May include:
•Transactional relationships
•Names of business partners
•Transaction conditions
•Proposals, specifications, and reports
•Unreleased disputes
•Unreleased investments
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Information That May be Considered Confidential
As an expert, you are in the best position to
understand what information is confidential to your
current or former employer
Information that is subject to confidentiality obligations under contracts with 3
rd
parties

11. •List of clients and suppliers
•Personal information (names of employees,
persons related to business partners, etc.)
•Internal documents and company regulations
related to sales and purchases
•Financial results and performance
information not disclosed to the public
•Sales, orders, and profits
•KPIs such as profit margins and turnover
rates by product, store, etc.
•Internal budgets
•Accounting policies
•Technical information
•Manufacturing technology
•Experimental data, internal research reports
•Blueprints, drawings
•Source code
•Financial plan and status of financing
transactions, etc.
•Non-public personnel and organizational
information
•Transactional relationships
Information Belonging to Your Employer That May be Considered
Confidential
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If the following information is considered confidential by your employer, then it should notbe
shared:

12. Franchisees:
Independently-owned franchiseesare not permitted to discuss confidential information relating to franchisors
This includes:
Upcoming or unannounced marketing plans
Confidential business strategies
Unpublished sales or performance data
VARS, Resellers, Suppliers, Distributors:
•Resellers & distributors are not permitted to discuss confidential information they have about companies whose
products they resell, supply, or distribute (including overall sales figures of their employer)
•General sales and market trends are okay to discuss
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Rules for Franchisees, VARS, Resellers, Suppliers, Distributors

13. Only you know what information you can tell us. Before you take a call, please review any agreements that could restrict
yourability to do outside consultingwork and any agreements that outline your confidentialityobligations.
Agreements to Review
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Employee Contracts Severance Packages Consulting Agreements Board Positions
Clinical Trial Participation
Agreements
Other Contractual
Agreements
Information you agreed
to keep confidential
Non-
disclosure/Confidentiality
Agreements between
you and third parties
The subject matter of the
consultation for which
you are asked to engage

14. •A Conflict of Interest may arise when your duties, obligations, orrelationships (such as
those between you and your employer) are in conflict or competitionwith the interest of a
client or one of the client’s beneficiaries or related parties
•Cases that may create a conflict of interest generally include the following:
Matching between an Expert and their employer’s market competitors
Matching between an investor client who is vetting an investment and an Expert employed by the
company that is the focus of the investment
Prohibition on Conflicts of Interest
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We will avoid matching Experts with clients when sharing information could violate the
proprietary rights of their current or former employer, clients, or third parties

15. You should decline to participate in a consultation if :
Expert’s Obligation to Manage Conflicts of Interest
The topic is a conflict for you (for example, if you are under a contractual obligation not to discuss the
subject matter of the proposed consultation)
Taking part in the consultation would violate the proprietary rights of your employer
Engaging with a particular client may give rise a conflict of interest (for example, if the client is a
competitor of your current employer)
Participating would give rise to any professional, regulatory or ethical conflict, or breach any
agreement with or obligations toward a third party
If during a consultation you identify a conflict of interest, you should terminatethe consultation
immediately and inform us. You are also free to declineto answer any question during a consultation.
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16. •Experts must notengage in consultations or share information in violation of applicable laws or
professional duties to which they are subject
•These include:
•Sharing material non-public information in violation of the Financial Instruments and Exchange
Law (Japan) and the Securities Exchange Act (US), among others
•Accepting consultations which would violate the governing conduct of a profession (e.g. Attorneys,
Auditors, Doctors)
•Providing services or accepting consultations in violation of international antibribery and anti-
corruption laws and regulations, including but not limited to the National Public Service Act
(Japan), the Foreign Corrupt Practices Act (US), and the Bribery Act 2010 (UK)
Prohibition of Acts in Violation of Laws and Regulations
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17. Professional and Government Expert Prohibitions
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Professional Advice
Do not give professional advice (including,but not
limited to, medical, legal and/or accounting advice)
during consultations
Investment Advice
No Expert is permitted to give investment advice
through our platform
Government Influence
Government employees may not discuss legislation,
regulation, policy, contracts, or other businesses if in a
position to vote or otherwise influence the foregoing

18. By Profession –Attorneys and Auditors:
Experts who are attorneyscannot participate in consultations that are about past or current clients
which they have represented
Experts who are auditorscannot discuss clients they've worked with in past 3 years
Experts Who Are Healthcare Professionals With an Active Role in Clinical Trials:
Cannot discuss patient-specific information or trial information that is not yet publicly available
Data Safety Monitoring Board Members, Identified Advisory Board Members, and trial sponsorship
employees
Are notpermitted to participate in consultations about ongoing trials or unpublished information
Prohibitions Based on your Profession / Involvement in Clinical Trials
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19. The following is prohibited when registering into the VisasQ/Coleman
Network:
oUsing false names, initials or aliases
oProviding false employment history information
Experts who have been subject to any type of professional discipline, disbarment, or
conviction of such offenses are prohibited from joining the network
Conditions of Expert Registration
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For detailed information on disqualifying criteria, please refer to our Terms & Conditions

20. Sharing Written Information with our Clients
oOur Clients may request that you create bespoke content for them, or share other content you have access to or may
have previously created (so long as it is not restricted or confidential in nature)
oDeliverables created by an Expert at Client request:
oThe Client shall retain the copyright of any deliverable created by an Expert to fulfilla Client request
oOther Materials being shared with a Client (created by an Expert or third parties):
oCopyright here shall remain with the original creator
oExperts must ensure that any third-party materials shared are free of any confidential information, restrictions, or third-party
royalty requirements
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Intellectual Property Rights in Expert Materials

21. This case study will walk you through an example of appropriate project matching.
Case Study 1: Appropriate Project Matching
Scenario
Expert John Doe works at an apparel company called “We
Love Apparel.”
Johnoversees marketing and helps run web advertisementsfor
“We Love Apparel.”
A startup company called “Just Starting” operates a healthcare
appand requested to speak with John Doe. They’d like to
receive advice on how to improve social media advertising
efficiency.
May John Doe consult with “Just Starting?”
Response
Yes. In this case, web advertisement is John Doe’s personal
expertise, and he may provide advice to the client, “Just
Starting,” on ad strategy based on his experience.
However, information such as historical data of ad KPIs about
John’s employer or any other unpublished internal data would be
considered confidentialand may not be shared.
In addition, John Doe needs to confirm that his current employer
does not have any policies that would prohibit him from
consulting.

22. This case study will walk you through an example of appropriate information sharing.
Case Study 2: Appropriate Information Sharing
Scenario Response
Yes.
In this case, Jane Smith may consult,as she will be providing
her own personal views/opinions based on publicly available
informationon “Freezing Cold Refrigeration” and her
experience in the industry.
However, if Jane Smith had access to analytical data developed
by her employer about the competitor, such information must
not be shared if it would be considered confidential toher
employer.
ExpertJane Smithhas been working as a salesperson for “Great
Refrigeration,” a commercialrefrigeration equipment
manufacturing company, for 20 years.
She received a consultationrequest on the market positioning
(e.g. strength, weakness, and characteristics) of a company called
“Freezing Cold Refrigeration,” a competitorin the industry.
Jane Smith does nothave any confidential information about the
competitor “Freezing Cold Refrigeration,” but is knowledgeable
about the company’s trends from publicly available sourcessuch
as industry papers, IR materials, and press releases.
Can Jane Smith discuss “Freezing Cold Refrigeration” for the
consultation?

23. This case study will walk you through an example of insider rumors and non-public insider information. Experts are not permittedto share
this type of information during consultations arranged by VisasQ/Coleman
.
Case Study 3: Non-disclosure of Non-Public Insider Information
Scenario
ExpertMatthew Greenheard a rumorfrom his friend
who works at a company called “Simply Dips.”
The rumor is that “Simply Dips” is considering a merger
with another company, “Zesty Sauce.” This information
has been neither confirmed, nor made public.
Matthew Green has been selected for a consultation
on a topic related to industry trends.May he share
this rumor with the Client?
Response
No.
The rumor of the merger came from an internal source
at “Simply Dips,” and may be deemed tobe material
non-public information.
If the client is an investment company, investing in
publicly listed shares, it may cause a material impactto
their business activities to possess such information,
and they may be prohibited from investingin either
company as a result.

24. This case study will walk you through an example of how information discussed during a consultation should be treated as confidential
Case Study 4: Confidential Project Information
Scenario
Expert Alice Lamb received a 1-hour consultation
request from “No Limits Fund,” a well-known buyout
fund, regarding a nichemanufacturing industry where
only three companies exist.
Upon conclusion of the consultation, Alice Lamb thinks
“No Limits Fund” might be considering engaging in
activities and/or projects relating to one of the three
companies in the industry, although this information has
not been publicly disclosed.
May Alice Lamb share her assumptions with a
friend?
Response
No.
Any information disclosed during a consultation should
be treated as confidential between the Expert and the
Client and should not be shared with any third party.
It is strictly prohibited to disclose details of the Client’s
identity or shared during the consultation.

25. Q: How do I know if information is either confidential or material,
non-public?
A: We have comprehensive compliance rules to help our experts avoid a
conflict of interest. However, you are best able to assess your own
confidentialityobligations.
Q: What if I am uncomfortable with what a client asks during a
consultation?
A: All clients agree to not knowingly ask you to disclose confidential or
material, non-public information. At any point during a consultation, you
may refrain from discussing a topic that makes you uncomfortable. If a
client persists, we ask that you end the call and immediately notify us, and
you will be compensated foryour time.
Q: Can I discuss confidential information I receive from friends or
colleagues in my industry?
A: No. Please do not discuss information that you know tobe confidential
or that has not yet been disclosed publicly, regardless of itssource.
Q: What happens if a client asks me to do additional follow-up
work after our consultation?
A: Before engaging in any kind of additional work, submit this request to
VisasQ/Coleman for approval. This will ensure that the work is approved by
our compliance department and that you can be paid for your time.
Frequently Asked Questions
Q: As an expert, if I am asked by a client to create bespoke work for
the client, do I retain the rights to that work?
A: No. Any copywrite to bespoke work you create upon client request will be
retained by the client. However, should you share public information from
another source, the original creator of that content will retain those rights.
Q: A client reached out to me directly to schedule a
consultation. What should I do?
A: You should notify us so that we can confirm the consultation and your
eligibility. This will also ensure that you are paid for your time.
Q: I am an expert and I have a new employer. How can I continue
consulting with VisasQ/Coleman?
A: You should first evaluate your employer’s outside consulting policy.
Always keep your VisasQ/Coleman profile updated with your current
employment information as well as any third-party relationships.
Q: As an expert, am I required by VisasQ/Coleman to take a certain
number of consultations?
No. In the scope of this relationship, you will not be required to take a
minimum number of consultations or work a certain number of hours.
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26. Our relationship with you is very important to us.
This training contains key aspects of VisasQ/Coleman Compliance Policies which are important for Experts to acknowledge. Please refer
to our Terms and Conditions for more detail.
If you have any further questions regarding our compliance program or your participation, please contact us.
Thank you for being a VisasQ/Coleman Expert
VisasQ/Coleman Member Services
•[phone]
•[email protected]
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