- I’M NOT SURE WHETHER I’M PERMITTED TO PERFORM OUTSIDE CONSULTING UNDER MY EMPLOYMENT AGREEMENT. WHAT SHOULD I DO?
You should confer with your employer to confirm that you are permitted to consult through Aathena. You are solely responsible for determining whether you are permitted to consult given your employment circumstances.
- WHAT SHOULD I DO IF I’M INVITED FOR A CONSULTATION THAT DIRECTLY CONCERNS MY EMPLOYER?You should decline the invitation, notify Aathena of the reason,and update your biographical information if necessary to ensure our records are accurate and up to date. Aathena’s Terms & Conditions categorically prohibit Advisors from consulting about their employers.
- IF I’M ASKED ABOUT A COMPANY FOR WHOM I CONSULTED OR A CLINICAL TRIAL UPON WHICH I WORKED, MAY I DISCUSS IT?
You should carefully review your continuing obligations to any companies for whom you have consulted or clinical trials upon which you have worked. Companies and clinical trials will sometimes put confidentiality restrictions in their consulting agreements that prohibit consultants from disclosing or discussing certain information for a period beyond the termination of the relationship. Under no circumstances should you discuss non-public clinical trial data or patient experience information. Likewise, if you are a Data Safety Monitoring Board or Clinical Trial Steering Committee member, you must decline any consultation concerning current clinical trials. If you are not confident that you are permitted to undertake a particular consultation, you should decline.
- IF I’M ASKED ABOUT CUSTOMERS OR SUPPLIERS OF THE COMPANY I WORK FOR, CAN I DISCUSS THEM?
It depends on the circumstances. As a general matter, you may speak about a company that is a customer or supplier of your employer, provided that you and your company have no confidentiality agreement with that customer or supplier and you do not disclose any information given to your company in confidence. However, you may not discuss your employer or confidential information concerning its relationship with the customer or supplier, such as your employer’s purchases from a supplier or orders from a customer. To be safe, if you are unsure whether information is confidential or otherwise restricted, you may not disclose it.
- MAY I DISCUSS THE DETAILS OF MY CLIENT CONSULTATIONS AND SURVEYS WITH OTHERS?
No. Your consultations with Aathena Clients – and any information you receive in connection with a consultation or an invitation to consult – are strictly confidential. You may not disclose a Client’s identity, the subjects discussed or any information or materials provided to you by a Client. Likewise, you should not share information concerning any surveys that you are provided by Aathena.
- IF I’M ASKED A QUESTION THAT WOULD REQUIRE ME TO REVEAL MATERIAL NON-PUBLIC OR OTHERWISE CONFIDENTIAL INFORMATION, HOW SHOULD I RESPOND?
You should explain that you cannot answer the question because it would cause you to reveal confidential information. If you are uncomfortable continuing with the consultation, you may end it and invoice Aathena for the consultation. If you feel that a Client was knowingly seeking to solicit material non-public or confidential information from you, you should notify Aathena Compliance (email@example.com) immediately.
- WHAT IS MATERIAL NON-PUBLIC INFORMATION?
“Material non-public information” is the legal term for information that can give rise to insider trading liability. Information is “material” if “there is a substantial likelihood that a reasonable investor would consider it important” in deciding whether to buy, sell or hold a security (e.g., a stock or bond). To meet the threshold for materiality, there must exist a “substantial likelihood” that a fact “would have been viewed by the reasonable investor as having significantly altered the ‘total mix’ of information made available.” Information may be deemed material even if it relates to speculative or contingent events.
Information is regarded as “non-public” unless and until it has been broadly disseminated or made widely available to the general public. Means of dissemination could include public filings, coverage by major news organizations, posting on widely-trafficked web sites, publication in research reports and circulation in proxy materials. Even if a public announcement has been made about a particular matter, unpublicized aspects of the matter may remain “non-public” for purposes of the securities laws.
To be safe, you may not disclose any information that is confidential to any company. It is difficult to determine the materiality of particular facts in isolation and you should not attempt to do so. Instead, you should decline any project or inquiry that would involve disclosure of any confidential information.
- WHEN I CLICK ONLINE THAT “I AGREE” TO AATHENA’S TERMS & CONDITIONS, AM I LEGALLY BOUND BY THEM?
Yes, you are legally bound. Clicking “I Accept” is the legal equivalent of signing a paper contract agreeing to Aathena’s Terms & Conditions and you will be expected to abide by them fully.
- IF I BECOME AN ADVISOR, AM I PROHIBITED FROM CONSULTING FOR CLIENTS OUTSIDE OF AATHENA?
No. You may continue consulting with Clients of yours and may engage new Clients freely. Aathena only asks that you continue to work through us with any Client to whom we first introduced you. In the case of large corporate Clients, it is possible that you may have an existing relationship with one division and be introduced by Aathena to Client employees in another. These situations will be addressed on a case-by-case basis.
- AM I PERMITTED TO ACT AS A CONSULTANT FOR ANOTHER PRIMARY RESEARCH COMPANY?
Yes. We only ask that you continue to work through us with any Client to whom we first introduced you.