PRINCIPLES OF OUR DEALINGS WITH SCOUTS
This agreement imposes no obligations or restrictions whatsoever on Scout’s Company:
(a) arising from the activities of any employees of Scout’s Company other than:
(ii) Introduced Colleagues and
(iii) Public Area Visitors or
(b) with respect to Innovators whose identity was not disclosed either:
(i) to Scout in a Disclosure Report or
(ii) to a Public Area Visitor in a public area of the TechScout.com Service.
We will only invoice Scout’s company for an Access Fee as to an Innovator under this agreement if Scout does not advise us that Scout is Not Interested in pursuing a collaboration with an Innovator within 30 working days of our introduction of Scout to such Innovator. If the Scout prefers a commission arrangement instead of a fixed Access Fee, then in lieu of such an Access Fee as to an Innovator, we will invoice Scout’s company as provided in any commission agreement entered into between us and Scout’s company as to such Innovator (if any) (as to such Innovator, a “Commission Agreement“).
Scout may not contact a Disclosed Innovator regarding a possible collaboration during the 12 months immediately following such 30 working day Discussion Period, unless Company commits to pay us an Access Fee of 6,000€, or enters into a commission agreement with us.
These principles are provided for clarification purposes only. We urge you to read our Terms & Conditions for Scouts (below), which will form the agreement of Scout’s Company with us.
TERMS & CONDITIONS FOR TECHNOLOGY SCOUTS
You (“Scout” or “you”) represent that the company that you listed when you registered for the TechScout.com service (“Company”) has duly authorized you to enter into this agreement on behalf of Company. These Terms only apply to you for technologies for which you have been provided an Innovator’s identity (“Disclosure of Identity”), following your request (“Identity Request”). When you make an Identity Request, you will be asked to agree to these terms by selecting “OK”. By selecting that you agree to the following terms and conditions (the “Terms & Conditions for Scouts”), you and Company agree to be bound by them and that these Terms & Conditions for Scouts shall govern your use of the TechScout.com service, including without limitation disclosure commitments and undertakings regarding communications with innovators whom you meet through the TechScout.com service offered by TechScout.com SAS, a French société par actions simplifiée (“TechScout.com”, “we” or “us”).
The Terms & Conditions for Scouts and our “Universal Terms” (which are incorporated by reference into these Terms & Conditions for Scouts) together form a binding agreement between TechScout.com and Company.
An “Introduced Colleague” means an employee or agent of Scout’s company directly or indirectly introduced by Scout to a Disclosed Innovator.
A ”Public Area Visitor” is an employee of Company who visits one or more public areas of the TechScout.com Service, such as the message boards in our InnovatorCircle, or a LinkedIn group that we moderate.
Innovation Reports available in our Boutique and in Personalized Catalogs that we issue present technological innovations without disclosing the identity of their Innovators. We identify each “pairing” of a technology with its Innovator with a “Unique Pairing Number” (“UPN”).
Requesting Identity. Scout may request Disclosure of Identity of the Innovator of a UPN by selecting “Request Identity” on an Innovation Report for such UPN (whether in our Boutique, in one of our Personalized Catalogs or in a report downloaded from TechScout.com). We will then advise the Innovator of such UPN (a “UPN of Interest”) that Scout from Company has requested disclosure of Innovator’s identity, without disclosing Scout’s last name.
If the Innovator of the UPN of Interest authorizes us to reveal its identity to Scout, we will provide Scout a “Disclosure Report” that discloses the identity of the Innovator of such UPN of Interest (the “Disclosed Innovator”) ; provided, that if the Scout elects to compensate us under a Commission Agreement as to such Disclosed Innovator rather than by payment of an Access Fee, we will provide such Disclosure Report only after we and Company have entered into a Commission Agreement as to such Disclosed Innovator. The date of such disclosure is the “Disclosure Date”.
Initial Contact with Disclosed Innovator. During the twelve-month period immediately following the Disclosure Date, Scout shall not, directly or indirectly, make initial contact with a Disclosed Innovator regarding a UPN of Interest, or suggest that any Introduced Colleague contact a Disclosed Innovator regarding any possible collaboration, except through an Introduction made by us as described below, unless:
Exit Option 1: Prior Contact.
If Scout or Company was in contact with the Disclosed Innovator regarding the UPN of Interest before the Disclosure Date, prior to Scout’s Introduction Request simply forward us the name and contact details of the person contacted at Disclosed Innovator, either by email to firstname.lastname@example.org or by selecting “Prior Contact” in the Member’s Area of our Boutique.
Exit Option 2: Prior Knowledge.
Scout or Company may have been aware of the Disclosed Innovator and the UPN of Interest before the Disclosure Date from other sources, such as articles or Scout’s independent scouting work. If so, prior to Scout’s Introduction Request Scout may advise us of such prior knowledge, either by email to email@example.com or by selecting “Prior Knowledge” in the Member’s Area of our Boutique. Scout may not claim Prior Knowledge more than three times during any twelve-month period.
Introduction to Disclosed Innovators. Scout may ask us to introduce him or her to a Disclosed Innovator (an “Introduction Request”) in an email identifying the Innovator’s UPN of Interest sent to firstname.lastname@example.org or by selecting “Request Introduction” in the Member’s Area of our Boutique.
If Scout requests an introduction, we will introduce Scout to the Disclosed Innovator in an email that discloses the full identity and contact information of both Scout and Disclosed Innovator (the “Introduction Confirmation”) and will offer to organize an introductory conference call (a “Connection Call”); provided, that if the Scout elects to compensate us under a Commission Agreement in lieu of payment of an Access Fee, we will provide such Introduction Confirmation and offer such Connection Call only after we and Company have entered into a Commission Agreement as to such Disclosed Innovator.
A Public Area Visitor interested in discussing a potential collaboration with an Innovator initially met in a public area of the TechScout.com Service or in a LinkedIn group that we moderate must send an email identifying the Public Area Visitor, the Innovator and the technology of interest to email@example.com before continuing discussions. We will promptly send an Introduction Confirmation formally introducing the Public Area Visitor to the Innovator. For all purposes under this agreement (i) such Introduction Confirmation shall be treated the same as an “Introduction Confirmation” described above, (ii) such Public Area Visitor shall be treated as a Scout and (ii) such Innovator shall be treated as a “Disclosed Innovator”.
Scout may communicate with Disclosed Innovator about a possible collaboration regarding any technology (including the UPN of Interest) during the first 30 working days after the date of the Introduction Confirmation (the “Discussion Period”). Scout shall not contact the Disclosed Innovator regarding a possible collaboration during the 12 months immediately following the Discussion Period, unless Company commits to pay us an Access Fee of 6,000€ or has entered into a commission agreement with us prior to requesting Disclosure of Identity for that Innovator.
Company commits to be invoiced a 6,000€ Access Fee for a Disclosed Innovator if, during the Discussion Period, Scout does not indicate that Company is “Not Interested” in a collaboration with the Disclosed Innovator, either by sending an email stating such lack of interest to firstname.lastname@example.org or by selecting “Not Interested” for the UPN of Interest in the Member’s Area of our Boutique. In such case, neither Scout nor any Introduced Colleague shall contact the Disclosed Innovator regarding any possible collaboration for a period of twelve months beginning on the date you notify us that you are “Not Interested” in such Disclosed Innovator, unless Company first agrees in writing to pay us a 6,000€ Access Fee for such Disclosed Innovator. This paragraph shall not apply to Disclosed Innovators for which we and Company have entered into a Commission Agreement.
Scout and Introduced Colleagues of Scout are free to communicate with a Disclosed Innovator about any and all technologies that such Disclosed Innovator presents to them (whether or not such technologies are listed in our Boutique) during a Discussion Period; provided that such discussions shall not continue after such Discussion Period, unless Company has committed to pay us an Access Fee to continue such Discussion Period or has enterrd into a Commission Agreement with us as to such Disclosed Innovator. We will not charge Company separate Access Fees for Scout’s continued access to each technology that a Disclosed Innovator presents directly to Scout where we have not introduced Scout to Disclosed Innovator as to such technology. Company’s commitment to pay us one Access Fee for a Discussion Period or entry into a Commission Agreement with us as to a Disclosed Innovator provides unlimited access to those technologies that a Disclosed Innovator presents to a Scout and Scout’s Introduced Colleagues during such Discussion Period.
Use of Disclosure Reports. Each time Scout or an Introduced Colleague with respect to a UPN initially shares the identity of a Disclosed Innovator for such UPN with a new Introduced Colleague, he or she shall do so in an email cc’d to email@example.com including the following notice:
“TechScout.com SAS has disclosed the identity of [name of Innovator and Innovator’s Company] to [name and title of Scout](“Scout”) on [Disclosure Date](the “Disclosure Date”). Scout is now directly or indirectly forwarding such Innovator’s identity to you. Your use of this information is subject to our agreement with TechScout.com. Note especially (i) that your communications with this Innovator may only be permitted during a limited Discussion Period, unless our Company has paid or commits to pay an Access Fee to TechScout.com, (ii) you may not share the identity of this Innovator with anyone outside Company, (iii) whenever you initially share the identity of this Innovator with a colleague at our Company, you must (a) do so by email with “cc” to firstname.lastname@example.org and (b) include this paragraph.”
Scout shall take measures to advise each person to whom Scout directly or indirectly discloses the identity of a Disclosed Innovator of the restrictions described above and under our agreement with Scout.
Agreement between TechScout.com and Disclosed Innovator. A Disclosed Innovator may have agreed not to enter into a revenue generating agreement with Company unless Disclosed Innovator has entered into a commission agreement with us. Moreover, Disclosed Innovators typically commit to copy us on all communications that are material to us as counterparties to such a commission agreement. In order to permit such communications, any Non-Disclosure Agreement entered into between Company and a Disclosed Innovator shall permit Disclosed Innovator to copy us on such communications.
During the 24 months immediately following an Introduction Confirmation for a Disclosed Innovator, Scout shall on our request send an update on the status of discussions or negotiations regarding a potential collaboration with such Disclosed Innovator to email@example.com.
Terms and Conditions Apply to Affiliates, Successors and Assigns. References to Company and to Disclosed Innovator shall refer not only to Company and Disclosed Innovator, but also to their respective affiliates, successors and assigns.
No changes, supplements, addenda, or amendments to this agreement shall be effective or enforceable unless agreed to by the parties in writing.
This agreement may only be terminated by the expressed written consent of both Company and Techscout.com.
This agreement shall be governed by the laws of New York without reference to principles of conflict of laws.
Damages for Material Breach of this Agreement. If Scout or a person to whom Scout directly or indirectly disclosed the identity of a Disclosed Innovator contacts a Disclosed Innovator in breach of this agreement, Company shall pay us liquidated damages in the amount of 20,000€ (“Liquidated Damages”). After paying such amount, Company shall discontinue communications with such Disclosed Innovator unless Company agrees in writing to pay us an Access Fee in the amount of 6,000€ or the commission payments stipulated in the commission agreement.