Toniic Mutual Nondisclosure Agreement (NDA)

Amended T100 Mutual Nondisclosure Agreement

This mutual nondisclosure agreement ("Agreement") is made by and between Toniic Institute, a Section 501(c)(3) nonprofit corporation ("Toniic" or "we" or "us") and the Toniic Member ("you" or "I") whose name and signature appear below:

In consideration of mutual promises herein, you and Toniic hereby agree as follows:

Purpose and Definitions

 

Purpose. Both parties to this Agreement wish to further the mission of educating impact investors on best practices and sharing impact investment deals.  This Agreement is intended to protect your confidential information and the confidential information of other Toniic members, while authorizing us to use certain information about you and other Toniic members and enabling us to further our charitable and educational mission.   

 

Definitions.

 

“Member” refers to an individual or institution that pays a membership fee in exchange for access to the Toniic membership platform and other benefits. The definition includes former members of Toniic who agree to support Toniic research and public education activities through a financial donation. 


“Member Information” means any confidential information about a Member, including, but not limited to: personal information; investment portfolio and asset size; web conference recordings; information disclosed by a Member and identified as confidential at the time of disclosure; and information that would, under the circumstances, appear to a reasonable person to be confidential.  Member Information shall not include: information that a Member or a Member’s company, directors, advisers or employees discloses on a non-confidential basis; information that was in the public domain at the time of disclosure; information that comes into the public domain through no fault of Toniic; information that is now or later lawfully received by Toniic from a third party entitled to disclose the information and not subject to any obligation of confidentiality; information that Toniic is required to disclose, retain, or maintain by law or any regulatory or government authority.

 

“Toniic Team” refers to employees and independent contractors of Toniic.

 

“External Research Partners” include consultants, academic institutions, and other for profit and not for profit organizations performing academic and/or financial research in impact investing.

 

“100% IMPACT Network” is a subset of Members who have intentionally committed 100% of their assets to positive social and/or environmental impact investments.

 

“100%er” is a member of the 100% IMPACT Network.


Toniic’s Commitments to You

 

Maintaining Confidentiality of Your Member Information.  We agree to keep confidential your Member Information and to take all reasonable steps to preserve the confidential nature of your Member Information.  We shall not make use of or disclose to any third party your Member Information except for the purposes described in this Agreement or with your prior written authorization.  We shall take reasonable measures to protect the secrecy of and avoid disclosure or use of your Member Information in order to prevent it from falling into the public domain or the possession of persons other than those authorized under this Agreement to have any such information.  Such measures shall include the degree of care that we utilize to protect our own confidential and proprietary information. 

 

Authorized Uses of Member Information.  We agree to use your Member Information solely for the following purposes, and you agree that Toniic shall not have any liability to you with regard to any Member Information that is used for the following purposes:

I.         We may use Member Information in order to produce reports and analyses on the investment activities of Members. In order to perform and distribute such reports and analyses, we may engage External Research Partners who will have access to anonymized Member Information, including anonymized individual investment portfolios. Such reports are intended to further our mission to deliver research and education on impact investing to third parties and the general public, and will be made available by Toniic and by the External Research Partners. 

Toniic commits to signing a Non-Disclosure Agreement with External Research Partners that embeds the same confidentiality provisions of your Mutual Non-Disclosure Agreement and of this Addendum signed with Toniic


II.         We may disclose Member Information to Toniic directors, officers, employees, consultants, and agents who clearly need access to such information in order to conduct Toniic business.  We shall disclose Member Information only to those persons who have a need to know and are bound by obligations of confidentiality.


IV.         We may use Member Information in order to create a directory of impact investments made available to all Members.



VI.         We may store Member Information in Toniic’s internal information technology systems.


VII.        The following section is applicable only if you are also a 100% IMPACT Network Member:


             •  Once Member information is shared in the cloud based shared folder, Toniic shall have no liability to you as a result of the misuse or disclosure of Member Information by any other 100% IMPACT Network Member.

VIII.         In the event that we must disclose your Member Information to third persons for any other purposes than those set forth in this Agreement, we shall first obtain your written permission. 
 
Your Right to Opt Out.  You may elect at any time to terminate our further use of your Member Information for any of the above purposes listed above in “Authorized Uses of Member Information”.  Any such opt-out requests shall be submitted in writing to us at [email protected]


Your Commitments to Toniic

 

Commitment to Share Your Member Information.  As a condition of viewing the Member Information of other Members and participating in the 100% IMPACT Network, you commit to sharing your own Member Information, including, at a minimum, the asset allocation in percentage terms.

 

Maintaining Confidentiality of Other Member Information.  You agree to keep confidential the Member Information of other Members and to take all reasonable steps to preserve the confidential nature of such Member Information.  You shall not make use of or disclose to any third party the Member Information of other Members except for the purposes described in this agreement.  You shall take reasonable measures to protect the secrecy of and avoid disclosure or use of Member Information of other Members in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information.  Such measures shall include the degree of care that you utilize to protect your own confidential information.  You agree not to store hard copies of Member Information of any other Member.


Authorized Uses of Other Member Information. You agree to use Member Information of other Members solely for your own educational purposes and personal investment activities. 


Breaches of Confidentiality. Any Member who breaches the confidentiality provisions of this Agreement shall be sanctioned and have their membership suspended or terminated, following investigation of the breach by Toniic, an opportunity for the Member to be heard, and a good faith determination by the Toniic board, or a committee or person authorized by the board to make such a determination, that the Member has breached the Agreement.  Any Member who becomes aware that another Member has breached the confidentiality provisions of this Agreement is encouraged to report such incidents as soon as possible to the Toniic CEO in writing or by personal communication.  Reports should be as complete as possible and may be sent by email or by letter to the CEO.  Toniic will promptly investigate such reports and take appropriate action, while endeavoring to protect the privacy and confidentiality of all parties involved.

  

Miscellaneous Provisions

 

Common Interest Agreement.  To the extent that any Member Information provided or made available hereunder may include material subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, you and Toniic understand and agree that the parties have a commonality of interest with respect to such matters and it is our desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege.


Indemnification. You agree to defend, indemnify, and hold harmless Toniic and its officers, directors, employees, agents, and successors from any and all claims, causes of action, losses, liabilities, and expenses (including, but not limited to, reasonable attorney fees) arising out of any breach of this Agreement by you.

 

Notices.  Any communication from you to Toniic required or permitted under this Agreement shall be sent via email to [email protected] or via first class mail to Toniic Institute, 101 Mission St., San Francisco, CA 94105.

 

Term.  The obligations contained in this Agreement shall survive the termination of your membership with Toniic.

 

Assignability.  Neither this Agreement nor any rights hereunder shall be assignable or transferable, in whole or in part, by you or by Toniic. 

 

Entire Agreement.  This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral. This Agreement may be amended or modified only if made in writing and signed by both parties.  

 

Severability.  In the event that any provision, or any portion thereof, becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision or portion of said provision.

 

Dispute Resolution. You and Toniic agree that if any dispute arises out of or relates to the validity, enforceability, or breach of this Agreement, and if the dispute cannot be settled through negotiation, we will first try in good faith to settle the dispute by mediation before resorting to arbitration, litigation, or some other dispute resolution procedure.

 

Governing Law.  This Agreement shall be governed by and interpreted according to the laws of the State of California.  


If you are signing this Agreement on behalf of an organization which has authorized you to contractually bind it to extend the confidentiality obligations of this Agreement to its employees, officers, directors, and agents, please include the name of the organization: