Confidentiality

North Base Media Policy on Confidentiality Agreements

(Updated as of May 2017)

1. Generally NBM will decline to sign Non-Disclosure Agreements (NDAs) with companies in which it is considering investing. Given NBM’s focus on the media industry, it is likely that there will be some overlap between a potential investment and other companies in NBM has invested or is considering investing. Under that circumstance, agreeing to treat information of a company in which NBM has not yet decided to invest as confidential may make it harder to fully evaluate a potential investment and may create confusion between NBM’s obligations to its portfolio companies and obligations to keep certain information confidential.

2. In response to a request to sign a confidentiality agreement, NBM will typically respond that it only wants to review information that the company is comfortable disclosing without a confidentiality agreement. Here is the general statement of policy that we can share with any company the proposes an NDA in the early stages:
“You don’t need to disclose confidential information to effectively tell your story. Leave the truly sensitive data or trade secret details out. If we do agree a term sheet to invest in your company and then engage in formal due diligence, we at that point will enter in an NDA that will allow your company to disclose to us IP, business plans, financial information, contract details, litigation, etc. so that we may review them just prior to making our investment.”

3. If NBM does under particular circumstances conclude it must sign a confidentiality agreement with a potential investment, it will disclose to the subject company, and the company must acknowledge, that NBM may be invested in, or in the future may invest in, a company that competes with the  subject company.4. When NBM engages in deeper due diligence after it has signed a term sheet but before completing an investment, NBM will agree to treat as confidential information it obtains through access to a company’s data room, founders and current investors. To protect confidential information, the standard NBM will apply and agree to is that it will treat confidential information of a company as it treat’s NBM’s own confidential information.5. Once a company enters NBM’s portfolio, NBM will handle that company’s confidential information in accordance with the obligations agreed to by all investors with information rights and/or board seats and/or observer status.  In all cases, NBM will agree to handle confidential information of a portfolio company with the same level of care as it applies to NBM’s own confidential information.

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North Base Media Policy on Handling Confidential Information

(Updated as of May 2017)

1. NBM Partners, employees, advisors and consultants who have access to confidential information (whether of NBM, one of its Funds, or a portfolio of one of its Funds) shall take commercially reasonable efforts to prevent unauthorized access to NBM’s Confidential Information, including information received from portfolio companies. Such steps shall include:a. Using NBM’s corporate email account whenever possible for communicating on NBM business;b. Using, when possible, two-factor verification for access NBM communications and records, including but not limited to email, Slack, dropbox, and any other storage or communications products and services used by NBM; andc. Regularly changing passwords used to access all such products and services.

2. In agreements with NBM’s consultants and advisors for services that will include granting the consultant or advisor access to Confidential Information, NBM shall require provisions providing the following in the consultant’s or advisor’s handling of confidential information:

X.X The Consultant acknowledges that “Confidential Information” is of great value to NBM Management. Accordingly, the Consultant agrees not to divulge to any Unauthorized Person, either during or after the term of this Agreement, any Confidential Information obtained or developed by the Consultant during the term of this Agreement. The expression “Unauthorized Person” means anyone who is not an employee, agent, advisor or shareholder of NBM Management or one of its affiliate companies or partnerships. Upon the expiration or earlier termination of this Agreement, the Consultant agrees to deliver to NBM Management all documents, papers, drawings, tabulations and similar documentation which are furnished by NBM Management to the Consultant or were prepared by the Consultant in performance of the Services for the NBM Management. Upon the expiration or termination of this Agreement, the Consultant agrees to make no further use of the Confidential Information. The provisions of this Section 5 shall survive the termination of this Agreement.

X.X “Confidential Information,” as used in this Agreement, shall mean information related to the business of NBM and its portfolio companies, including, but not limited to, all information regarding the business affairs, operations, business opportunities, price and cost information, financial information, investor names, investment and business prospects, business plans, manuals, letters, notebooks, procedures, reports, products, processes, inventions, research and development, and other information or knowledge concerning NBM Management, companies and partnerships for which NBM Management provides services, and companies in which NBM Funds are invested.  The term “Confidential Information” shall not include information that (a) is or becomes generally available to the public through avenues not in violation of this Agreement, (b) was known or developed by Consultant or available to Consultant on a non-confidential basis prior to disclosure to Consultant by NBM, or (c) is required to be disclosed by law or pursuant to an order of a court or tribunal, provided that Consultant uses his best efforts to give NBM prior written notice of such a disclosure and takes reasonable actions to avoid such disclosure or minimize its extent.

3. Where NBM decides to enter into an agreement that includes confidentiality provisions, the substance of those provisions include provisions for the following:

a. Properly define Confidential Information to exclude public information, information from a source other than the disclosing party, information that becomes public not as a result of any action or inaction by NBM;

b. Take reasonable care in maintaining the confidentiality of information, but in no event shall obligate itself to take a higher level of care than NBM uses for its own confidential information;

c. In no event will NBM ever “guarantee” that Confidential Information will not be accessed by unauthorized persons.

d. Permit NBM to disclose Confidential Information in response to a valid legal request;

e. Maintain property rights, if any, in Confidential Information with the disclosing party;

f. The confidentiality terms shall not be construed to limit any party’s right to develop independently or acquire products without use of the other party’s Information.

g. An acknowledgment that the receiving party may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the Information. Accordingly, nothing in in the agreement will prohibit the receiving party from developing or having developed for its products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Information provided that the receiving party does not violate any of its obligations under this Agreement in connection with such development.; and

h. The shortest sensible duration for confidentiality provisions, and in no event longer than 24 months.