VisasQ/Coleman Expert Training

© VisasQ Inc. All Rights Reserved.

Annual Compliance Review
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.

1 2 3
The role of an expert Key principles to observe
Case Studies and FAQs
network during your participation

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A More Efficient Way to Network

Primary research enables 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 perspectives through consultations with our experts.

VisasQ/Coleman help clients supplement their existing network of contacts by providing an efficient
alternative to traditional networking.

VisasQ/Coleman help clients:

Quickly learn about new industries Research more efficiently

Hear multiple viewpoints Work within a compliance framework

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Your Role as an Expert
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

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.

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Three Key Principles

1- Prohibition on 3- Prohibition of Acts in

2- Prohibition on
Disclosing Confidential Violation of Laws and
Conflicts of Interest
Information Regulations
 Prohibition on Disclosing Confidential Information
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)

VARS, resellers, suppliers, distributors and franchisees are obligated to maintain as confidential
their clients, franchisors, and other contracted parties
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 Expert Obligations Related to Client Information
Clients may share information that is not publicly available (such as business ideas and challenges)
for the purpose of discussion with Experts.

o By agreeing to our Terms and Conditions, Experts accept a duty to keep confidential all Client/Project information they receive
o Experts are prohibited from disclosing Client company names, personal information, topic or content of a consultation and any
other information provided during a consultation
o Even inferences or assumptions about Clients and their business activities may not be disclosed or discussed by Experts with 3rd
parties
o Disclosing 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.

As an Expert, you should NOT:

- Disclose information received in a consultation - Engage in securities trading based on material,
to any 3rd party non-public information
- Tip or Trade on any information or assumptions - Initiate direct contact with any Client outside
based on conversations with a Client our platform 7
Understanding Material, Non-Public Information

Understanding and identifying material, non-public information is important, as an expert should never discuss this information

Information is generally considered to be “material” if its public disclosure would be reasonably likely to affect:

• An investor’s decision to buy or sell the securities of a public company to which the
information relates, or
• The market 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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Understanding Material, Non-Public Information
Possible Examples of Material, Non-Public Information

• Significant mergers, acquisitions, • Significant changes in financial results

reorganizations, dispositions of assets, and/or financial condition and financial
or joint ventures projections
• Significant litigation developments • Dividends or stock splits
• Significant increases or decreases in the • News of major mergers, new contracts
amount of outstanding securities or or possible loss of business
indebtedness
• Changes in management or control
• Transactions with directors, officers, or
• Earning estimates and other sensitive
principal security holders
financial information
• The granting of options or payment of
other compensation to directors or
officers

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Information That May be Considered Confidential
Information that is subject to confidentiality obligations under contracts with 3rd parties

May include:
• Transactional relationships

• Names of business partners

• Transaction conditions As an expert, you are in the best position to

understand what information is confidential to your
• Proposals, specifications, and reports
current or former employer
• Unreleased disputes

• Unreleased investments

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Information Belonging to Your Employer That May be Considered
Confidential
If the following information is considered confidential by your employer, then it should not be
shared:

• List of clients and suppliers • Accounting policies

• Personal information (names of employees, • Technical information
persons related to business partners, etc.) • Manufacturing technology
• Internal documents and company regulations • Experimental data, internal research reports
related to sales and purchases
• Blueprints, drawings
• Financial results and performance
• Source code
information not disclosed to the public
• Financial plan and status of financing
• Sales, orders, and profits
transactions, etc.
• KPIs such as profit margins and turnover
• Non-public personnel and organizational
rates by product, store, etc.
information
• Internal budgets
• Transactional relationships

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 Rules for Franchisees, VARS, Resellers, Suppliers, Distributors

Franchisees:

 Independently-owned franchisees are 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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Agreements to Review
Only you know what information you can tell us. Before you take a call, please review any agreements that could restrict

your ability to do outside consulting work and any agreements that outline your confidentiality obligations.

Clinical Trial Participation

Employee Contracts Severance Packages Consulting Agreements Board Positions
Agreements

Non-
The subject matter of the
Other Contractual Information you agreed disclosure/Confidentiality
consultation for which
Agreements to keep confidential Agreements between
you are asked to engage
you and third parties

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Prohibition on Conflicts of Interest
• A Conflict of Interest may arise when your duties, obligations, or relationships (such as
those between you and your employer) are in conflict or competition with 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

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

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Expert’s Obligation to Manage Conflicts of Interest
You should decline to participate in a consultation if :

 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 terminate the consultation
immediately and inform us. You are also free to decline to answer any question during a consultation.

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Prohibition of Acts in Violation of Laws and Regulations
• Experts must not engage 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)
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Professional and Government Expert Prohibitions

Do not give professional advice (including, but not

Professional Advice limited to, medical, legal and/or accounting advice)
during consultations

No Expert is permitted to give investment advice

Investment Advice through our platform

Government employees may not discuss legislation,

Government Influence regulation, policy, contracts, or other businesses if in a
position to vote or otherwise influence the foregoing

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Prohibitions Based on your Profession / Involvement in Clinical Trials

By Profession – Attorneys and Auditors:

 Experts who are attorneys cannot participate in consultations that are about past or current clients
which they have represented

 Experts who are auditors cannot 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 not permitted to participate in consultations about ongoing trials or unpublished information

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Conditions of Expert Registration

The following is prohibited when registering into the VisasQ/Coleman

Network:

o Using false names, initials or aliases

o Providing 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

For detailed information on disqualifying criteria, please refer to our Terms & Conditions

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Intellectual Property Rights in Expert Materials

Sharing Written Information with our Clients

o Our 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)

o Deliverables created by an Expert at Client request:

o The Client shall retain the copyright of any deliverable created by an Expert to fulfill a Client request
o Other Materials being shared with a Client (created by an Expert or third parties):
o Copyright here shall remain with the original creator
o Experts must ensure that any third-party materials shared are free of any confidential information, restrictions, or third-party
royalty requirements

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Case Study 1: Appropriate Project Matching
This case study will walk you through an example of appropriate project matching.
Scenario
Expert John Doe works at an apparel company called “We
Love Apparel.”
John oversees marketing and helps run web advertisements for
“We Love Apparel.”
A startup company called “Just Starting” operates a healthcare
app and 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 confidential and 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.
Case Study 2: Appropriate Information Sharing
This case study will walk you through an example of appropriate information sharing.
Scenario
Expert Jane Smith has been working as a salesperson for “Great
Refrigeration,” a commercial refrigeration equipment
manufacturing company, for 20 years.
She received a consultation request on the market positioning
(e.g. strength, weakness, and characteristics) of a company called
“Freezing Cold Refrigeration,” a competitor in the industry.
Jane Smith does not have any confidential information about the
competitor “Freezing Cold Refrigeration,” but is knowledgeable
about the company’s trends from publicly available sources such
as industry papers, IR materials, and press releases.
Can Jane Smith discuss “Freezing Cold Refrigeration” for the
consultation?
Response
Yes.
In this case, Jane Smith may consult, as she will be providing
her own personal views/opinions based on publicly available
information on “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 to her
employer.
Case Study 3: Non-disclosure of Non-Public Insider Information
This case study will walk you through an example of insider rumors and non-public insider information. Experts are not permitted to share
this type of information during consultations arranged by VisasQ/Coleman

.
Scenario Response

Expert Matthew Green heard a rumor from his friend No.

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?
The rumor of the merger came from an internal source
at “Simply Dips,” and may be deemed to be material
non-public information.
If the client is an investment company, investing in
publicly listed shares, it may cause a material impact to
their business activities to possess such information,
and they may be prohibited from investing in either
company as a result.
Case Study 4: Confidential Project Information
This case study will walk you through an example of how information discussed during a consultation should be treated as confidential

Scenario Response

Expert Alice Lamb received a 1-hour consultation No.

request from “No Limits Fund,” a well-known buyout
fund, regarding a niche manufacturing industry where Any information disclosed during a consultation should
only three companies exist. be treated as confidential between the Expert and the
Client and should not be shared with any third party.
Upon conclusion of the consultation, Alice Lamb thinks
“No Limits Fund” might be considering engaging in It is strictly prohibited to disclose details of the Client’s
activities and/or projects relating to one of the three identity or shared during the consultation.
companies in the industry, although this information has
not been publicly disclosed.

May Alice Lamb share her assumptions with a

friend?
Frequently Asked Questions
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
confidentiality obligations.
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 for your 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 to be confidential
or that has not yet been disclosed publicly, regardless of its source.
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.
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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Thank you for being a VisasQ/Coleman Expert
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.

VisasQ/Coleman Member Services

• +1 (877) 860-1229
• MemberServices@colemanrg.com

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