Expert Compliance Policy

This Expert Compliance Policy (this “Policy”) is issued by CoralRidge Networks, having its registered office at Gurugram, India (“CoralRidge”). CoralRidge operates a professional network through which organisations are connected with independent industry professionals (each, an “Expert”) for knowledge-sharing consultations (each, a “Consultation”). This Policy sets out the ethical and compliance standards that every Expert is required to observe as a condition of participation in the CoralRidge network. By registering as an Expert, or by participating in any Consultation, the Expert agrees to be bound by this Policy.

1. Definitions and Interpretation

1.1 In this Policy, unless the context otherwise requires:

(a) “Confidential Information” means any non-public information, in whatever form, belonging to or concerning any current or former employer, client, principal or business counterparty of the Expert, or any third party, including trade secrets, proprietary data, know-how, business strategies, financial information, customer or supplier information, and any information disclosed under an obligation of confidence;

(b) “MNPI” means material non-public information, being information that is not generally available to the public and that a reasonable investor would consider important in making an investment decision, or that would be likely to have a significant effect on the price of any security if made public;

(c) “Applicable Law” means all laws, statutes, regulations, rules, directions and binding guidelines applicable to the Expert, to CoralRidge or to the conduct of a Consultation, including securities laws and data protection laws in force from time to time; and

(d) references to the singular include the plural and vice versa, and headings are for convenience only and do not affect interpretation.

2. Scope and Application

2.1 This Policy applies to every Expert and to every Consultation facilitated by CoralRidge, irrespective of the mode, duration or subject matter of the Consultation. This Policy operates in addition to, and not in substitution for, the Expert Confidentiality and Compliance Agreement executed between the Expert and CoralRidge, and any conflict between the two instruments shall be resolved in favour of the more restrictive obligation.

3. Prohibition on Disclosure of Confidential and Restricted Information

3.1 The Expert shall not, in the course of any Consultation, disclose, reference or rely upon any of the following:

(a) Confidential Information of any current or former employer;

(b) trade secrets or proprietary data of any person;

(c) non-public business strategies or operational information;

(d) material non-public information (MNPI); or

(e) any insider financial, investment or securities-related information.

3.2 The Expert shall confine every Consultation to insights derived solely from information that is already in the public domain or from the Expert’s own general professional knowledge and experience. Where the Expert is uncertain whether particular information is restricted, the Expert shall treat it as restricted and shall not disclose it.

4. Material Non-Public Information and Securities Law Compliance

4.1 The Expert shall not disclose any MNPI during a Consultation. MNPI includes, without limitation:

(a) confidential or non-public financial data;

(b) undisclosed mergers, acquisitions, divestments or corporate transactions;

(c) internal or non-public company strategy;

(d) non-public operational information; and

(e) regulatory or policy decisions that have not been publicly announced.

4.2 The Expert shall decline to participate in, or shall immediately terminate, any Consultation that the Expert believes may involve the solicitation or disclosure of MNPI, and shall promptly notify CoralRidge of the circumstances.

5. Compliance with Employer and Third-Party Obligations

5.1 The Expert shall at all times comply with every contractual, legal, fiduciary and professional obligation owed by the Expert to any current or former employer, client or principal, including obligations of confidentiality, non-competition and non-solicitation, and any policy governing outside consulting or advisory engagements.

5.2 The Expert shall not participate in any Consultation that would violate any such obligation or any policy of the Expert’s employer. If the Expert’s employer prohibits or restricts participation, the Expert shall not participate and shall notify CoralRidge immediately.

6. Conflicts of Interest

6.1 The Expert shall disclose to CoralRidge, prior to participating in any Consultation, any actual or potential conflict of interest, including:

(a) any engagement involving a direct competitor of the Expert’s current or former employer; and

(b) any involvement of the Expert in a confidential or sensitive project relevant to the subject matter of the Consultation.

6.2 CoralRidge may, in its sole discretion, decline to proceed with, or may terminate, any Consultation where a conflict of interest is disclosed or otherwise identified.

7. Government Officials and Public Servants

7.1 If the Expert is currently employed by, or holds any office with, a government agency, regulatory body or public authority, the Expert shall disclose this fact to CoralRidge before participating in any Consultation. Participation may be restricted or prohibited depending on Applicable Law, and the Expert shall comply with all such restrictions and with all applicable codes of conduct governing public servants.

8. Conduct of Consultations

8.1 In every Consultation, the Expert shall:

(a) speak only from the Expert’s own personal professional experience and from publicly available information;

(b) refrain from speculation on confidential, proprietary or restricted matters; and

(c) decline to answer any question that may call for the disclosure of sensitive, confidential or restricted information.

8.2 The Expert may terminate a Consultation at any time if any compliance concern arises. CoralRidge reserves the right to terminate any Consultation where, in its assessment, a compliance concern has arisen.

9. Expert Certification and Undertakings

9.1 By participating in any Consultation, the Expert confirms and undertakes that:

(a) the Expert will not disclose Confidential Information belonging to any current or former employer;

(b) the Expert will not disclose MNPI;

(c) the Expert’s participation does not violate any policy or obligation owed to the Expert’s employer or any third party;

(d) the Expert will rely only on publicly available information and the Expert’s own professional experience; and

(e) the Expert will notify CoralRidge promptly if any Consultation raises a compliance concern.

10. Suspension, Removal and Consequences of Non-Compliance

10.1 CoralRidge reserves the right, at its sole discretion and without liability, to suspend, restrict or permanently remove any Expert who fails, or whom CoralRidge reasonably believes has failed, to comply with this Policy, and to withhold or reverse any compensation referable to a non-compliant Consultation. The exercise of any such right is without prejudice to any other right or remedy available to CoralRidge at law, in equity or under any agreement with the Expert.

11. Reporting and Escalation

11.1 The Expert shall report any suspected or actual breach of this Policy, whether by the Expert or by any other person, to CoralRidge without delay, using the contact details published by CoralRidge from time to time. CoralRidge shall treat all such reports with appropriate confidentiality, to the extent permitted by Applicable Law.

12. Amendment

12.1 CoralRidge may amend this Policy from time to time. The amended Policy shall take effect upon publication or upon notification to the Expert, and continued participation in any Consultation after such amendment shall constitute the Expert’s acceptance of the amended Policy.

13. Governing Law and Dispute Resolution

13.1 This Policy shall be governed by, and construed and interpreted in accordance with, the laws of India, without regard to any conflict of laws principles that would require the application of the laws of any other jurisdiction.

13.2 Any dispute, controversy, difference or claim arising out of or in relation to this Policy, including any question regarding its existence, validity, interpretation, performance, breach or termination, or the consequences of its nullity (a “Dispute”), shall be referred to and finally resolved by arbitration administered by the Centre for Online Resolution of Disputes (“CORD”) in accordance with the arbitration rules of CORD for the time being in force, which rules are deemed to be incorporated by reference into this clause.

13.3 The arbitral tribunal shall consist of a sole arbitrator appointed by CORD in accordance with the CORD Rules of Arbitration. The seat of the arbitration shall be New Delhi, India, and the hearing shall take place virtually. The language of the arbitration shall be English.

13.4 The arbitration shall be governed by the Arbitration and Conciliation Act, 1996, as amended from time to time. The award of the sole arbitrator shall be final and binding upon the parties, and judgment upon the award may be entered in any court of competent jurisdiction.

13.5 Subject to the arbitration agreement recorded in this Clause, the courts at New Delhi shall have exclusive jurisdiction to entertain and determine any application permitted to be made to a court under the Arbitration and Conciliation Act, 1996, including any application for interim measures in aid of the arbitration.

14. Acknowledgement

14.1 The Expert acknowledges that the Expert has read, understood and agrees to comply with this Policy, and that compliance with this Policy is a continuing condition of the Expert’s participation in the CoralRidge network.

15. Conflict

15.1 In the event of any conflict between this Expert Compliance Policy and any specific Agreement entered between CoralRidge and the Expert, the Agreement shall prevail over this Expert Compliance Policy.