Non-Disclosure Agreement–Due Diligence Reviewer
n the course of its activities, Ben Franklin Technology Partners of Southeastern Pennsylvania (“Ben Franklin”) receives proposals for evaluations, and is obligated to the submitters of such proposals to keep the proposals confidential. In carrying out Ben Franklin’s activities, the Commonwealth of Pennsylvania has required that each person employed by, or behalf of Ben Franklin, avoid acquiring any personal interest in conflict with discharge of such person’s responsibilities. Ben Franklin must therefore ask that you, as an evaluator of such proposals (“Evaluator”), who is to be paid for such services, abide by Ben Franklin’s obligations, policies and practices with respect to confidentiality.
The obligations, policies and practices, as applied to Evaluators for your term of service, are as follows:
- Evaluator will maintain each proposal and any other project file information furnished by Ben Franklin or related source (collectively referred to as the “proposal”) in confidence, and will not, without the prior consent of Ben Franklin, disclose it to any third person.
- Evaluator will not, without prior written consent of Ben Franklin, reproduce any part of the proposal.
- Evaluator will, upon request of Ben Franklin or when the need for the proposal has ended, return to the Ben Franklin all written or tangible materials containing any information concerning the proposal.
- Evaluator will decline to conduct due diligence evaluations for Ben Franklin during any proposal cycle for which an Affiliated Entity (as defined below) elects to apply for Ben Franklin funding, has a management consulting contract with or an investment in the applicant or any competitor of that applicant. For purposes hereof, “Affiliated Entity” means any entity for which Evaluator serves as a director, officer, employee, consultant or advisor, or has any financial interest therein.
- For a period of one year following submission of Evaluator’s evaluation, Evaluator will not (directly or through an Affiliated Entity) solicit or provide services to, invest in, act for compensation or other financial benefit as a finder of any investor for or enter into any consulting or other arrangement providing a financial benefit to Evaluator or an Affiliated Entity with the applicant whose proposal was the subject of such evaluation or, to Evaluator’s knowledge, any competitor of such applicant, without prior written consent from Ben Franklin.
- Evaluator will not voluntarily accept or acquire, after receiving an evaluation assignment and prior to submission of such Evaluator’s evaluation, any other personal interest, direct or indirect, that is incompatible or in conflict with the discharge of Evaluator’s responsibilities or, without the prior consent of Ben Franklin, for six months following submission of Evaluator’s evaluation, any other personal interest, direct or indirect, that may give rise to the appearance of being incompatible with or in conflict with prior bona fide discharge of Evaluator’s responsibilities.
- If any such incompatible or conflicting interest is acquired involuntarily or if any unobjectionable interest becomes incompatible or conflicting prior to, or within six months, following submission of Evaluator’s evaluation (including any investment in the applicant or a competitor of the applicant by an affiliate of Evaluator), Evaluator will immediately disclose to Ben Franklin any such interest known to Evaluator. In such event, Evaluator may be directed by Ben Franklin to suspend any further services then underway, with an appropriate abatement in compensation for services not previously performed.
- Evaluator will comply with all other applicable Ben Franklin policies and procedures regarding confidentiality that may be in effect from time to time.
It is not intended that Evaluator be more burdened against use of information from public sources than he or she would inherently be had he or she not received a given proposal. Accordingly, Evaluator will be as free as any third-party to use publicly available information which third-parties would, without the initiative suggested by the proposal, know of and use. Therefore, the obligations of Evaluator described in paragraphs 1 through 3 above are limited as follows:
The obligations shall not apply:
- To any specific information in a proposal which Evaluator had in his or her possession in written or physical form prior to having received the proposal.
- To any particular portion of a proposal which in the normal and routine course of Evaluator’s work comes into the possession of Evaluator from independent non-confidential sources.
- To any particular portion of a proposal which becomes a matter of public knowledge through sources independent of Evaluator and neither directly nor indirectly through any fault of Evaluator.
Further, it is not intended that Evaluator be barred after submission of the evaluation from a subsequent relationship with the applicant, where it can be demonstrated that the prospect of acquiring such interest did not exist prior to submission and where the reputation of Ben Franklin for fair and independent appraisals of investment candidates is not likely to be adversely affected by the appearance of conflict of interest. Therefore, as to interests referred to in paragraphs 5 and 6 above as arising following submission of Evaluator’s evaluation:
- It is presumed that Ben Franklin will not consent to those interests arising within four (4) months following submissions, if Evaluator provides Ben Franklin with information sufficient in Ben Franklin’s judgment to establish that Evaluator’s evaluation was not influenced by the prospect of obtaining such interest subsequently
- If Ben Franklin elects not to support the applicant’s proposal, notwithstanding Evaluator’s generally positive evaluation, Ben Franklin is more likely to consent to such interests where Evaluator’s evaluation was generally positive than where it was not.
If you find the above satisfactory, kindly sign and date this letter in the space provided below, and it to the undersigned to confirm our mutual intention to be legally bound hereby.
Effective as of 12/22/2021