**Effective Date. **The date and time the Recipient (defined below) completes electronic acceptance (recorded in AOS audit logs).
**Parties. **AncoraOak Studio (AOS), a corporation organized under the laws of British Columbia, Canada (together with its Affiliates and Cooperating Entities, “AncoraOak Asset Management Inc.,” “AAM,” or the “Disclosing Party” when applicable); and the person or entity identified during AncoraOak’s onboarding verification (together with its Affiliates, “Recipient,” or the “Receiving Party” when applicable). The individual completing acceptance (the “Accepting Individual”) represents and warrants authority to bind Recipient.
AncoraOak and Recipient are each a “Party” and together, the “Parties.”
1.1 Permitted Purpose. Recipient may use Confidential Information (Section 2) solely for:
(a) creating and maintaining an Investor Portal account, onboarding, verification/eligibility (including KYC/AML/sanctions and investor qualification), and ongoing portal use;
(b) evaluating or discussing any potential or ongoing investments, co-investments, SPVs, funds, secondary transactions, advisory/partnership initiatives, pilots, studio sprints, or other strategic transactions with AncoraOak Group (defined below); and
(c) ancillary administration, reporting, operational, tax, legal, and compliance workflows related to the foregoing (collectively, the “Permitted Purpose”).
1.2 No Obligation and No Agency. This Agreement does not obligate either Party to proceed with any transaction or relationship, nor create any agency, partnership, or joint venture.
1.3 No Offer and No Advice. Nothing in the portal, data room, communications, or Confidential Information constitutes an offer to sell or a solicitation to buy securities or to enter into any transaction, and nothing is investment, legal, tax, or accounting advice.
2.1 AncoraOak Group. Collectively, AOS and each of its direct and indirect parents, subsidiaries, Affiliates, funds, general partners, managers, special purpose vehicles, pooled investment vehicles, feeder/master funds, co-investment vehicles, portfolio companies, and each of their respective past, present, and future directors, officers, managers, employees, partners, members, shareholders, advisers, and representatives.
2.2 Cooperating Entities. AOS’s and the AncoraOak Group’s administrators, custodians, banks, brokers, law firms, auditors, tax advisers, consultants, technology/service providers (including identity verification, e-signature, storage, communications), syndicate leads, and other third parties engaged to support the Permitted Purpose.
2.3 Confidential Information. Any non-public information disclosed or made available by or for a Party (the “Disclosing Party”) to the other (the “Receiving Party”) in any form (written, oral, visual, electronic, via the Investor Portal, emails, meetings, calls, or any hosted repository), before or after the Effective Date, that is identified as confidential or would reasonably be understood to be confidential given its nature and the circumstances of disclosure.
Confidential Information includes, without limitation: portal/data-room contents; investment theses; pipeline and diligence materials; financials, models, projections, forward-looking statements; strategies; research and notes; IP, inventions, methods, and know-how; software (source/object), data, schemas; contracts; customer/supplier/investor lists; pricing; product and studio roadmaps; allocator communications; deal and fund terms; portfolio company information; regulatory correspondence; the existence and status of discussions; and third-party information a Disclosing Party must keep confidential.
2.4 Exclusions. Confidential Information does not include information the Receiving Party proves with contemporaneous records: (a) is or becomes public other than through breach; (b) was rightfully known without restriction prior to disclosure; (c) is rightfully received from a third party without duty of confidentiality; or (d) is independently developed without use of or reference to the Disclosing Party’s Confidential Information.
2.5 Representatives. A Party’s and its Affiliates’ directors, officers, employees, partners, members, financing sources, insurers, placement agents, and professional advisers (legal, accounting, tax, technical, financial) who have a need to know for the Permitted Purpose and are bound by confidentiality obligations at least as protective as this Agreement.
**2.6 MNPI. **“Material Non-Public Information” as defined by applicable securities laws.
3.1 Use & Standard of Care. The Receiving Party will (a) use Confidential Information only for the Permitted Purpose; (b) protect it using at least the same degree of care it uses for its own similar confidential information, and not less than a commercially reasonable standard; and (c) not disclose it except as expressly permitted.
3.2 Permitted Recipients. The Receiving Party may disclose Confidential Information to its Representatives who need to know it for the Permitted Purpose and are bound by obligations no less protective; the Receiving Party remains responsible for their compliance. Disclosure to any direct competitor of the Disclosing Party or to any party for a purpose that competes with the Disclosing Party requires the Disclosing Party’s prior written consent.
3.3 Portal & Technical Controls. The Receiving Party will comply with all Investor Portal and Data Room terms and technical protections. The Receiving Party will not share credentials; bypass SSO/MFA, watermarks, link-signing, DRM, or rate-limits; scrape or mass-download; copy, print, photograph, or screen-capture gated content unless expressly permitted by a feature; or remove legends, watermarks, or proprietary notices.
3.4 Security & Incidents. The Receiving Party will maintain commercially reasonable administrative, technical, and physical safeguards (including device security, least-privilege access, strong passwords, and up-to-date software). The Receiving Party will promptly notify the Disclosing Party upon discovery of any unauthorized access, use, or disclosure and cooperate to mitigate harm.
If legally required to disclose Confidential Information, the Receiving Party will (to the extent permitted) give prompt written notice to allow the Disclosing Party to seek protective relief and will disclose only what counsel advises is legally required.
Recipient acknowledges Confidential Information may include MNPI and agrees not to trade (or tip others to trade) in any security on the basis of MNPI, and to comply with all applicable securities, market-abuse, insider-trading, and anti-touting laws.
Upon the earlier of the Disclosing Party’s request, termination of access, or completion/abandonment of the Permitted Purpose, the Receiving Party will stop using the Confidential Information and return or destroy it (at the Disclosing Party’s election), including copies held by Representatives, and certify destruction upon request.
Reasonable backup archives retained by automated systems or copies required by law/regulation/document-retention policies may be kept but remain protected under this Agreement; legal holds supersede destruction.
All right, title, and interest in the Confidential Information, IP, and know-how remain with the Disclosing Party and/or its licensors. No license or other right (by implication, estoppel, or otherwise) is granted. The Receiving Party will not reverse engineer, decompile, disassemble, or attempt to derive the composition or underlying ideas of any software, datasets, prototypes, models, or materials.
Without prior written consent, the Receiving Party will not make public statements or disclosures concerning the existence or status of discussions or any potential transaction and will direct third-party inquiries to the Disclosing Party’s designated contact(s).
9.1 Employees. For 12 months after the Effective Date, the Receiving Party will not solicit for employment or engagement any senior employee of the Disclosing Party with whom the Receiving Party had material contact in connection with the Permitted Purpose (general, non-targeted recruiting is permitted).
9.2 Introduced Parties. For 18 months after the Effective Date, the Receiving Party will not, without the Disclosing Party’s written consent, circumvent the Disclosing Party by directly initiating a transaction with any portfolio company, LP/investor, or counterparty first identified solely through the Disclosing Party’s Confidential Information or introductions in connection with the Permitted Purpose.
This does not restrict dealings with parties the Receiving Party already knew (documented prior to the Effective Date) or parties publicly known other than through breach of this Agreement.
All Confidential Information is provided “AS IS”. The Disclosing Party makes no representation or warranty (express or implied) as to accuracy, completeness, or fitness for any purpose and has no duty to update. Neither Party will be liable for use or reliance except in the case of willful misconduct or fraud.
11.1 Term. This Agreement begins on the Effective Date and continues for five (5) years; for trade secrets, obligations endure for as long as such information remains a trade secret under applicable law.
11.2 Survival. Sections 2–15 survive termination or expiration.
11.3 Equitable Relief. Breach may cause irreparable harm; the Disclosing Party is entitled to injunctive and other equitable relief without posting bond, in addition to all other remedies.
Recipient agrees that Confidential Information may be shared within the AncoraOak Group and with Cooperating Entities as reasonably necessary for the Permitted Purpose and associated compliance/operations. Each member of the AncoraOak Group and each Cooperating Entity is an intended third-party beneficiary of this Agreement and may enforce it directly.
Each Party will comply with applicable export controls, sanctions, anti-corruption, and privacy/data-protection laws in connection with access and use of Confidential Information.
Notices must be in writing and delivered by hand, recognized overnight courier, or email (with confirmation of receipt) to:
AncoraOak: legal@ancoraoak.studio
(with a copy to any designated outside counsel address provided in writing).
**Recipient: **the email address in Recipient’s onboarding profile (or as later updated in writing).
Operational notices may be provided through the portal.
15.1 Entire Agreement; Amendments. This Agreement is the entire agreement on its subject and supersedes prior understandings. Amendments or waivers must be in writing and signed (including electronically) by both Parties.
15.2 Assignment. Neither Party may assign without the other’s prior written consent, except either Party may assign to a successor (by merger, reorganization, sale of substantially all assets/equity) that agrees in writing to be bound.
15.3 Governing Law; Venue. This Agreement is governed by the laws of Ontario, Canada (without regard to conflicts rules). The Parties irrevocably submit to the exclusive jurisdiction of the courts located in Toronto, Ontario and waive objections to venue or forum non conveniens.
15.4 Severability; No Waiver. If any provision is unenforceable, it will be modified to the minimum extent necessary, and the remainder will remain in full force. Failure to enforce is not a waiver.
15.5 Counterparts; Electronic Signatures; Records. This Agreement may be executed in counterparts and via electronic signatures or click-through acceptance. Electronic records, audit logs, and copies (including PDFs) constitute a signed writing and are admissible as business records; objections to form are waived.
By selecting “I Agree” during Investor Portal onboarding, the Accepting Individual confirms that they are authorized to bind the Recipient and that the Recipient agrees to this Agreement. The Effective Date is the timestamp recorded in AOS’s systems.
