Abstract
This proposal introduces a process to enable Telcoin Association Council and Association members to sign and return a general Non-Disclosure Agreement (NDA) with the Telcoin Association. This NDA will establish confidentiality agreements between the Association and its members, allowing sensitive information to be shared securely and responsibly. The NDA is not specific to exchange listings but will apply broadly to all situations where confidentiality is required.
The agreement ensures the secure flow of information between the Telcoin Association and individual members, in compliance with legal requirements as confirmed by Telcoin Association’s Compliance Council. Members who sign the NDA and access sensitive information are bound to confidentiality and are liable for breaches, including unauthorized disclosures or insider trading violations.
This TIP will enable the Telcoin Association to enhance operational transparency and maintain trust among its members while adhering to high standards of confidentiality.
Specification
- NDA Overview The NDA establishes confidentiality agreements between the Telcoin Association and individual Council or Association members.
The purpose of the NDA is to ensure the free flow of information necessary for the effective functioning of the Association while binding members to confidentiality and proper use of the information.
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Know Your Member (KYM) Process The KYM process is mandatory for members to access sensitive information under the NDA. The process is as follows:
Step 1: Provide Identification Information
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Download the Telcoin App and complete the onboarding steps to fulfill KYM requirements. Current Telcoin App users can skip this step
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Submit the following information to compliance@telcoin.org:
- Full legal name
- Phone number (including country code)
- Email address
Step 2: Verification by TAO Telcoin Autonomous Operations Ltd. (TAO), the operational subsidiary of the Telcoin Association, will verify the identity and propriety of applicants in accordance with Telcoin’s policies, Code of Conduct, and applicable law. This review will be aligned with NDA-specific language and requirements.
Step 3: Additional Information TAO may request further information to complete its review.
Step 4: Notification
- Pass: Members who pass KYM will receive a copy of the NDA to be signed and returned by Email. Sensitive information will only be shared after the signed NDA is returned.
- Fail: Members who do not pass KYM will be informed, with the option to request reasons and provide additional information for reconsideration at TAO’s discretion.
Step 5: Periodic Re-KYM The Association and TAO will conduct periodic re-KYM of members who have signed the NDA.
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Sharing of Sensitive Information Only members who have successfully completed KYM and signed the NDA will be granted access to sensitive information. The flow of information ensures compliance and mitigates risks:
- Telcoin Association → Member.
In the case of exchange listing information, for example, the flow of information is:
- Exchange → Telcoin Association → Member.
Where information exchange between the Exchange and Telcoin Association is covered by an NDA signed by Telcoin Association, while the information exchange between Telcoin Association and individual members will be covered by this NDA.
Members are strictly prohibited from disclosing or using the information for any unauthorized purposes.
Rationale
This proposal addresses the critical need for confidentiality in Telcoin’s operations while enabling informed participation by Council and Association members. By implementing this NDA process, the Telcoin Association ensures:
- Compliance with Legal Obligations: Safeguarding sensitive information.
- Transparency and Trust: Facilitating secure information-sharing between the Association and members.
- Accountability: Establishing clear boundaries and liabilities for breaches of confidentiality.
This approach aligns with Telcoin’s mission of fostering transparency, trust, and security in its operations.
Implementation
- NDA Distribution
- The Telcoin Association will distribute the NDA document to members who pass KYM.
- KYM Process Management
- TAO will oversee the KYM process, including verification and re-KYM reviews.
- Information Sharing Protocol
- Sensitive information will only be shared after completion of KYM and receipt of the signed NDA.
- Monitoring and Enforcement
- The Telcoin Association will monitor compliance and enforce penalties for breaches of the NDA.
Conclusion
This TIP ensures that sensitive information is shared securely and responsibly, enhancing Telcoin’s operational transparency and fostering member trust. By adhering to this structured approach, the Telcoin Association can advance its objectives while maintaining the highest standards of confidentiality and legal compliance.
Attachments
Telcoin Association Mutual Non-Disclosure Agreement
Telcoin Association Mutual Non-Disclosure Agreement
This Mutual Non-Disclosure Agreement (“Agreement”) is dated as of _________________ (“Effective Date”) between Telcoin Autonomous Ops Ltd., for itself and on behalf of its parent organization, Telcoin Association, a Swiss verein, and all of their subsidiaries, divisions and subsidiaries (collectively “Telcoin”) and ___________________________________________, (“Recipient”) (collectively the “Parties”).
WHEREAS the Parties wish to explore a business opportunity of mutual interest and in connection with this opportunity (“Purpose”), each party may disclose to the other certain technical and business information which the disclosing party desires the receiving party to treat as confidential.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties hereto agree as follows:
- Confidential Information. A party may disclose certain information (“Disclosing Party”) to the other party (“Receiving Party”) that Disclosing Party desires remain confidential “Confidential Information.” As used in this Agreement, the term “Confidential Information” shall mean information, disclosed orally, by inspection or in writing, and whether or not originated by Disclosing Party that (i) is proprietary to, about or created by Disclosing Party, or (ii) gives Disclosing Party some competitive advantage or the disclosure of which could be detrimental to the interests of Disclosing Party, or (iii) is designated as confidential by Disclosing Party, or from all the relevant circumstances, Receiving Party should reasonably be aware that the information is confidential information of Disclosing Party, or (iv) is not generally known by non-Disclosing Party personnel, or (v) is not marked “non-confidential.” Such Disclosing Party Confidential Information shall include, but not be limited to, the following types of information:
a. technology and computer software of any type or form in any stage of actual or anticipated research and development, including but not limited to, programs and program modules, routines and subroutines, processes, algorithms, design concepts, design specifications (design notes, annotations, documentation, flowcharts, coding sheets, and the like), source code, object code and load modules, programming, program patches and system designs,
b. information relating to Disclosing Party’s proprietary rights prior to any public disclosure thereof, including without limitation, the nature of the proprietary rights, production data, technical and engineering data, test data and test results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including but not limited to, patents, copyrights and trade secrets),
c. internal Disclosing Party personnel and financial information, vendor names and other vendor information (including but not limited to, vendor characteristics, services and agreements), purchasing and internal cost information, internal services operational manuals, and the manner and methods of conducting Disclosing Party’s business,
d. business model, business strategy, marketing and development plans, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, and future plans and potential strategies of Disclosing Party that have been or are being discussed, and
e. names and customers and their representatives, contracts and their contents and parties, customer services, data provided by customers and the type, quantity and specifications of products and services purchased, leased, licensed or received by users of Disclosing Party’s Website or software.
- Non-Confidential Information. Disclosing Party’s Confidential Information shall not include any information proven by the Receiving Party to be:
a. publicly known and made generally available in the public domain prior to the time of disclosure by Disclosing Party,
b. publicly known and made generally available in the public domain after the time of disclosure through no wrongful act or failure to act on the part of Receiving Party,
c. already lawfully in possession of Receiving Party at the time of disclosure by Disclosing Party,
d. independently developed by Receiving Party without reference to Disclosing Party’s Confidential Information disclosed by Disclosing Party, or
e. required by law to be disclosed by Receiving Party, provided that Receiving Party gives Disclosing Party prompt written notice of such requirement prior to such disclosure and reasonable assistance in obtaining an order protecting the information from public disclosure. Any combination of information which comprises part Confidential Information shall not be included within the meaning of paragraph 2 merely because individual parts of the information were within the public domain or were within the prior possession of Receiving Party unless the entire combination itself was in the public domain or in the prior possession of Receiving Party or individual parts of the information were within the public domain and are severable from the combination of information.
- Covenants. Receiving Party makes the following covenants:
a. No Disclosure. Receiving Party shall not disclose Disclosing Party’s Confidential Information to any person or entity, except as provided in Section 3.d below, without the prior express written consent of Disclosing Party. Receiving Party shall take all reasonable precautions to prevent inadvertent disclosure of such Disclosing Party’s Confidential Information, which precautions shall in no event be less than those used by Receiving Party in protecting the confidentiality of its own information and no less than the applicable industry standard of protecting the confidentiality of information. This prohibition against Receiving Party’s disclosure of Disclosing Party’s Confidential Information shall include, but not be limited to, disclosing the fact that any similarity exists between Disclosing Party’s Confidential Information and information independently developed by another person or entity, and Receiving Party understands that such similarity does not excuse Receiving Party from abiding by its covenants or other obligations under this agreement. Notwithstanding the foregoing, You may disclose Confidential Information to Your bank.
b. No Use, Copying or Transfer. Receiving Party shall only use the Confidential Information for the Purpose and shall not otherwise use, copy or transfer Disclosing Party’s Confidential Information without the prior express written consent of Disclosing Party and then only to the extent necessary in carrying out its duties, if any, on behalf of Disclosing Party. Receiving Party shall take all reasonable precautions to prevent inadvertent use, copying and transfer of such Disclosing Party’s Confidential Information, which precautions shall in no event be less than those used by Receiving Party in protecting the confidentiality of its own information and no less than the applicable industry standard of protecting the confidentiality of information. This prohibition against Receiving Party’s use, copying, and transfer of Disclosing Party’s Confidential Information shall include, but not be limited to, selling, licensing and otherwise exploiting, directly or indirectly, any product or service (including software in any form) that embodies or is derived from Disclosing Party’s Confidential Information, or exercising judgment in performing analysis based upon knowledge of Disclosing Party’s Confidential Information.
c. No License or Use of Name or Trademark. Nothing in this Agreement is intended to grant any right to either party under any patent, mask work right, trademark, service mark, copyright or other intellectual property right of the other party, nor shall this Agreement grant any party any right in or to the Confidential Information of the other party except as expressly set forth herein. Receiving Party shall not make any written use of or reference to Disclosing Party’s name or trademarks or service marks (or any name under which Disclosing Party shall do business) for any marketing, public relations, advertising, display or other business purpose or make any use of Disclosing Party’s facilities for any activity unrelated to the express business purposes and interests of Disclosing Party under this Agreement, without the prior express written consent of Disclosing Party, which consent may be withheld or granted in Disclosing Party’s sole and absolute discretion.
d. Limited to Need to Know. Receiving Party shall ensure that any of Disclosing Party’s Confidential Information received by Receiving Party shall be provided to its employees, advisors, agents and consultants on a “need-to-know” basis, and shall not be provided to any of its employees, advisors, agents or consultants who have not signed a confidentiality agreement on terms and in a form that is as restrictive, protective, and comparable to this Agreement, and Disclosing Party shall be deemed an intended third party beneficiary of any such confidentiality agreement between Receiving Party and its employees, advisors, agents, and consultants.
e. Return of Confidential Information. Receiving Party covenants and agrees that in the event of termination of the discussions with Disclosing Party, it shall promptly deliver to Disclosing Party all of Disclosing Party’s Confidential Information which are in Receiving Party’s possession or under its control. No copies, extracts, or other reproductions in whole or part and no summaries of the Confidential Information shall be retained. Also, upon request of Disclosing Party, all documents, memoranda, notes and other writings whatsoever prepared by Receiving Party to the extent based on any of Disclosing Party’s Confidential Information shall be destroyed and such destruction shall be confirmed in writing to Disclosing Party. Receiving Party hereby acknowledges and confirms that all such documents, objects and records to the extent containing or reflecting Confidential Information are the exclusive property of Disclosing Party.
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Term. The obligations and covenants under this Agreement shall survive the termination of the relationship of the Parties.
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No Obligation. Nothing herein shall obligate either party to proceed with any transaction between them, and each party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the business opportunity.
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No Warranty. All Confidential Information provided hereto is provided “As Is” and each party makes no warranty, express, implied or otherwise regarding its accuracy, completeness or performance.
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Arbitration and Injunctive Relief. The parties agree that any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement or arising out of or relating to this Agreement shall be settled by arbitration in London, England in accordance with the rules then in effect of the International Centre for dispute resolution. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment, including costs and fees, may be entered on nothing more than a copy of the arbitrator’s decision in any court having jurisdiction over the party. Notwithstanding the foregoing, it is hereby understood and agreed that damages shall be an inadequate remedy in the event of a breach by either party of any of said covenants and that any such breach will cause great and irreparable injury and damage, and thus accordingly, each party agrees that the other party shall be entitled, without waiving any additional rights or remedies otherwise available at law or in equity or by statute, and without need of posting a bond, to injunctive and other equitable relief from a court of competent jurisdiction in the event of a breach or intended or threatened breach by the other of any of said covenants.
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Governing Law & Venue. The parties agree and consent to the following: That this agreement shall be governed and construed in accordance with the laws of Switzerland without regard to the conflicts of laws or principles thereof; And that any action not falling within the arbitration requirements of Section 7 and relating to this Agreement shall be brought in a court sitting in Switzerland; And that the governing law and venue herein provided shall be exclusive of all other law or venue; and that to enforce a judgment or order under this Agreement, the enforcing party need only present a copy of the order or judgment to a court with jurisdiction over the opposing party.
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Severability. In case any one or more of the provisions contained in this Agreement is held to be invalid, illegal, or unenforceable in any respect, then such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such provision had never been contained in this Agreement, provided that such provision shall be limited or eliminated only to the extent necessary to remove the invalidity, illegality or unenforceability.
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Waiver. No waiver by either party of any provision under this Agreement shall be deemed a waiver of any preceding or succeeding breach of the same or any other provision of this Agreement. No such waiver shall be effective unless in writing and signed by an authorized officer of the party making such waiver and then only to the extent expressly set forth in such writing.
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Inurement. The provisions of this Agreement shall inure to the benefit of the successors and assigns of the Parties and shall be binding upon the successors and assigns of the Parties.
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Amendment. This Agreement may not be altered or modified except in writing signed by an authorized officer of both Parties.
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No Assignment. Neither party shall assign (including without limitation, any assignment by operation of law), transfer, or sublicense any right under this Agreement (or delegate any obligation under this Agreement) (collectively, “Assign”) without the prior written consent of the other party, which consent shall not be unreasonably denied, and any attempt to do so shall be void and without effect, except that Telcoin may assign its rights and obligations to its affiliated companies.
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Notices. Each and every notice and consent required or otherwise given or made under this Agreement shall be in writing, and shall be deemed given or made when personally delivered, sent by trackable overnight courier (e.g. Fedex), by confirmed email, or three days after being sent by prepaid certified or registered U.S. mail to the address of the party to be noticed as set forth herein or such other address as such party last provided to the other party by written notice.
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Entire Agreement. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter herein including confidentiality and nondisclosure obligations.
Telcoin
Name:
Title:
Recipient
Name:
Title: