Securities Laws: Insider Trading

Securities Laws: Insider Trading

Parties to an NDA who are public companies or who are transacting with public companies may include terms that require compliance with applicable securities laws, and in particular, laws that prohibit trading of a public company’s stock or other securities based on material, non-public information that is disclosed under the NDA. Such trading based on so-called “insider information” can give rise to serious civil and criminal penalties.

Exemplar N24B-1

Customer acknowledges that certain of the Company’s securities are registered with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that certain of the Company’s securities are publicly traded. Accordingly, Customer agrees that so long as Customer possesses information about the Company that may be considered “material non-public information” for purposes of the Securities Act of 1933, as amended, and the Exchange Act, and the rules and regulations promulgated thereunder, including Regulation FD, Customer shall not, directly or indirectly (including through any affiliate of Customer) purchase or sell, in any way, shape or form (including, but not limited to, pursuant to a “hedging” transaction (whether or not such transaction involves the actual exchange of securities) or “short selling”), directly or indirectly, the Company’s securities.

Exemplar N24B-2

Each Party acknowledges that the other Party and/or its Affiliates are or may be publicly traded companies, and that certain of the Confidential Information disclosed by such other Party hereunder may constitute material, non-public information. The Parties agree that they will abide (and will instruct their respective Representatives to abide) by applicable federal or state securities laws or the regulations of any securities exchange on which the Parties’ respective securities are listed to the extent that such laws or regulations apply to the Confidential Information under this Agreement, including without limitation, applicable requirements and restrictions imposed by federal and state securities laws on the purchase and sale of securities by any person who has received material, non-public information about an issuer of such securities and on the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information.

Exemplar N24B-3

Contractor hereby acknowledges that it is aware, and that it will advise its Representatives, that the United States securities laws may prohibit any person who has material, non-public information concerning an issuer from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.

Exemplar N24B-4

Each party is aware, and will advise its Representatives who are informed of the matters that are the subject of this Agreement, of the restrictions imposed by the United States securities laws on the purchase or sale of securities by any person who has received material, non-public information from the issuer of such securities and on the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information.

Exemplar N24B-5

The Recipient Party acknowledges its awareness of United States securities laws prohibiting any person who has received material, non-public information from an issuer, from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities in reliance upon such information. To the extent that any material non-public information is disclosed hereunder, then the Recipient Party agrees to refrain from trading in the securities of the Disclosing Party or in the securities of any appropriate or relevant third party until such time as no violation of the applicable securities laws would result from such securities trading.

The following exemplars go a step further and impose an indemnification obligation on the receiving party with respect to compliance with securities laws:

Exemplar N24B-6

The Receiving Party hereby acknowledges for itself that it is (i) aware and that it will advise its representatives who are informed as to the matters which are the subject of this Agreement, that the United States securities laws prohibit any person who has received from an issuer (which for the purpose of this Paragraph includes an affiliate of an issuer) material, non-public information concerning such issuer from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to sell such securities, (ii) familiar with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, and agrees that it will neither use, nor cause (as such term is defined in and for the purpose of the Exchange Act) any third party to use, any Confidential Information in contravention of the Exchange Act, any such rules and regulations or any other statute, rule or regulation, (iii) familiar with Regulation FD and the requirements thereunder. The Receiving Party agrees to indemnify and hold harmless the Disclosing Party and its officers, directors and affiliates from any claims arising out of or in connection with the Receiving Party’s use of Confidential Information in violation of this Paragraph.

Exemplar N24B-7

Contractor acknowledges that it is aware, and agrees that it will advise its representatives who are informed as to the subject of this Agreement, that the United States securities laws prohibit any person who has material, non-public information concerning Company, or the matters that are the subject of this Agreement (if applicable), from purchasing or selling securities of Company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. Contractor agrees that this Agreement constitutes a confidentiality agreement within the meaning of Rule 100(b)(2)(ii) of Regulation FD. Contractor further agrees that it will indemnify and hold harmless Company from and against any and all claims, losses, damages, liabilities, costs and expenses (including reasonable attorney’s fees) arising out of or relating to any breach by it of its obligations under this Agreement.