MASTER AGREEMENT

OVERVIEW

At the date of publication of this website, AIMM's standard onboarding agreement is the Master Commercial Intelligence, Non-Circumvention, Confidentiality & Fee Framework Agreement (M-CI NCNDA & IFFA).

The M-CI NCNDA & IFFA incorporates the confidentiality, non-circumvention and intermediary fee principles commonly addressed within traditional Master Non-Circumvention, Non-Disclosure & Intermediary Fee Framework Agreements (M-NCNDA & IFFA), together with additional provisions specifically developed by AIMM to govern Commercial Intelligence Services, Commercial Intelligence Deliverables, intellectual property, Commercial Intelligence Riders and the wider commercial relationship between AIMM and the Client.

The M-CI NCNDA & IFFA establishes the continuing contractual framework governing the commercial relationship and is intended to avoid the need to negotiate a new master agreement for each Commercial Intelligence Deliverable.

TRADITIONAL NCNDA & IFFA PRINCIPLES

AIMM recognises that many commercial organisations are familiar with traditional Master Non-Circumvention, Non-Disclosure & Intermediary Fee Framework Agreements (M-NCNDA & IFFA).

Accordingly, AIMM's Master Commercial Intelligence, Non-Circumvention, Confidentiality & Fee Framework Agreement (M-CI NCNDA & IFFA) has been developed to incorporate those traditional commercial principles while extending the contractual framework to address AIMM's Commercial Intelligence business model.

In addition to confidentiality, non-circumvention and intermediary fee provisions, the M-CI NCNDA & IFFA may include provisions relating to:

• Commercial Intelligence Services;

• Commercial Intelligence Deliverables;

• Commercial Intelligence Riders;

• intellectual property;

• confidentiality of proprietary methodologies;

• permitted use of Commercial Intelligence;

• information governance;

• limitation of AIMM's role;

• compliance obligations;

• dispute resolution; and

• other commercial matters determined by AIMM.

The detailed terms of the executed M-CI NCNDA & IFFA govern the relationship between AIMM and the Client.

PURPOSE

The Master Agreement is designed to establish a consistent legal and commercial framework supporting AIMM's Commercial Intelligence Services.

Depending upon the circumstances, the Master Agreement may address matters including:

• confidentiality;

• Commercial Intelligence rights;

• intellectual property;

• non-circumvention;

• commercial fees;

• permitted use of Commercial Intelligence Deliverables;

• compliance obligations;

• governing law;

• dispute resolution;

• other commercial matters determined by AIMM.

The detailed rights and obligations of the parties are governed exclusively by the executed Master Agreement.

COMMERCIAL INTELLIGENCE FRAMEWORK

The Master Agreement forms the foundation of AIMM's Commercial Intelligence Framework.

Where appropriate, the commercial process may comprise:

Step 1

Execution of the Master Agreement.

Step 2

Preparation of a Redacted Lead Intelligence Document.

Step 3

Issue of a Commercial Intelligence Rider applicable to the relevant Commercial Intelligence Deliverable.

Step 4

Where AIMM determines that the applicable contractual requirements have been satisfied, AIMM may, at its sole discretion, make available the corresponding Commercial Intelligence Dossier.

Each stage remains subject to AIMM's sole discretion and the applicable contractual documentation.

COMMERCIAL INTELLIGENCE RIDERS

The Master Agreement is intended to operate together with one or more Commercial Intelligence Riders.

Each Commercial Intelligence Rider records the commercial terms applicable to a specific Commercial Intelligence Deliverable.

A Commercial Intelligence Rider may identify matters including:

• the relevant Commercial Intelligence Deliverable;

• the applicable commercial fee or fee methodology;

• payment arrangements;

• confidentiality provisions;

• Commercial Intelligence release conditions;

• opportunity-specific commercial terms.

Each Commercial Intelligence Rider applies only to the Commercial Intelligence Deliverable identified within that Rider.

ONGOING RELATIONSHIP

The Master Agreement establishes the continuing contractual relationship.

Commercial Intelligence Riders supplement the Master Agreement for individual commercial opportunities.

Unless expressly stated by AIMM, the issue of a Commercial Intelligence Rider does not amend or replace the Master Agreement.

NO OBLIGATION TO PROVIDE SERVICES

The execution of a Master Agreement does not oblige AIMM to:

• identify commercial opportunities;

• prepare Commercial Intelligence Deliverables;

• issue Commercial Intelligence Riders;

• release Commercial Intelligence Dossiers;

• continue providing Commercial Intelligence Services.

All Commercial Intelligence Services remain subject to AIMM's sole discretion.

CONFIDENTIALITY & COMMERCIAL INTELLIGENCE

Commercial Intelligence Deliverables may contain confidential commercial information and proprietary Commercial Intelligence belonging to AIMM.

Recipients shall use Commercial Intelligence Deliverables only in accordance with the applicable contractual documentation.

No licence or right to reproduce, distribute, disclose or otherwise exploit any Commercial Intelligence Deliverable is granted except as expressly provided by AIMM.

RELATIONSHIP WITH OTHER DOCUMENTS

The Master Agreement should be read together with:

• Commercial Intelligence Framework

• Commercial Intelligence Licence

• Terms of Business

• Website Terms of Use

• Privacy Policy

• Cookie Policy

• Acceptable Use Policy

• Compliance and Legal 

Where executed contractual documentation exists, that documentation governs the commercial relationship and prevails over this webpage to the extent of any inconsistency.

IMPORTANT NOTICE

This webpage is provided for general information only.

It does not constitute legal advice, an offer, or a contractual commitment by AIMM.

The terms applicable to any commercial relationship are those contained in the executed contractual documentation between AIMM and the relevant Client.