Non-Disclosure Agreement (NDA)

Non-disclosure agreement between:

Carbon Equity B.V. (“Carbon Equity”), and

the “Potential Investor”

The Potential Investor is interested in subscribing for an interest in one or more funds offered on the Carbon Equity platform (each a “Carbon Equity Fund”) managed by a general partner affiliated with Carbon Equity (the “General Partner”). Each such Carbon Equity Fund intends to invest in one or more master portfolio funds (the “Master Funds”). In connection with the evaluation of such potential subscription (the “Subscription”), the Potential Investor wishes to obtain certain Confidential Information (as defined below) with respect to, inter alia, the General Partner, the Carbon Equity Fund, the Master Funds and their affiliates (the “Permitted Use”).

  1. The term “Confidential Information” means any and all business, financial, technical and non-technical information provided by Carbon Equity, the General Partner or their affiliates to the Potential Investor, which may include without limitation information regarding: (a) Carbon Equity; (b) the Carbon Equity Funds; (c) the Master Funds; and (d) all other information that the Potential Investor knew, or reasonably should have known, was the Confidential Information of Carbon Equity, the General Partner, a Carbon Equity Fund or a Master Fund.
  2. Subject to clause 3, the Potential Investor agrees that at all times and notwithstanding any termination or expiration of this Agreement it will hold in strict confidence and not disclose to any third party any Confidential Information, except as approved in writing by Carbon Equity, and will use the Confidential Information for no purpose other than the Permitted Use. The Potential Investor agrees to apply the same security measures and degree of care to the Confidential Information as the Potential Investor applies to its own confidential information, which the Potential Investor warrants as providing adequate protection from unauthorised disclosure, copying or use. The Potential Investor will limit access to the Confidential Information to those of its employees or authorised representatives who have a need to know the Confidential Information for the Permitted Use and who have signed confidentiality agreements containing, or are otherwise bound by, confidentiality obligations at least as restrictive as those contained herein.
  3. The Potential Investor will not have any obligations under this Agreement with respect to any Confidential Information which:

(a) at the time of its disclosure was in the public domain;

(b) after disclosure came into the public domain for a reason except the failure of the Potential Investor to comply with the terms of this Agreement;

(c) was lawfully in the Potential Investor’s possession prior to such disclosure;

(d) was subsequently communicated to the Potential Investor from a third party without obligations of confidentiality; or

(e) was developed by employees or agents of the Potential Investor who had no access to any Confidential Information.

  1. Notwithstanding the above, the Potential Investor may disclose certain Confidential Information, without breaching the terms of this Agreement, to the extent such disclosure is required by a valid order of a court or other governmental body having jurisdiction, provided that the Potential Investor provides Carbon Equity with reasonable prior written notice of such disclosure and makes a reasonable effort to obtain, or to assist Carbon Equity in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the Confidential Information so disclosed be used only for the purposes for which the law or regulation required, or for which the order was issued.
  2. The Potential Investor will immediately notify Carbon Equity in the event of any loss or unauthorised disclosure of any Confidential Information.
  3. Confidential Information is and shall remain the sole property of Carbon Equity or the respective venture capital or private equity fund manager, as applicable. The Potential Investor recognises and agrees that nothing contained in this Agreement will be construed as granting any property rights, by license or otherwise, to any Confidential Information disclosed under this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information.
  4. Confidential Information will not be reproduced in any form except as required to fulfill the purpose of this Agreement. Any reproduction of any Confidential Information will remain the property of Carbon Equity and will contain any and all confidential or proprietary notices that appear on the original, unless otherwise authorised in writing by Carbon Equity.
  5. This Agreement will terminate upon closure of the Potential Investor’s account on the Carbon Equity platform. The Potential Investor’s obligations under this Agreement will survive termination of this Agreement and will be binding upon the Potential Investor’s successors and assigns. The Potential Investor’s obligations with respect to all Confidential Information will terminate only pursuant to clause 4.
  6. If a contract is executed between the General Partner and the Potential Investor in relation to the completion of a particular Subscription, any undertakings and obligations contained in that contract will supersede this Agreement with regard to that particular Subscription unless otherwise provided in that other contract. For the avoidance of doubt, this Agreement will remain in effect with regard to other potential Subscriptions of the Potential Investor.
  7. The Potential Investor acknowledges that: (a) he or she is solely responsible for the evaluation of the Subscription and the business and financial information relating to a Carbon Equity Fund and a Master Fund; (b) the Confidential Information supplied does not imply a representation, warranty or guarantee (express or implied) as to its accuracy and completeness; (c) the Confidential Information supplied in no way constitutes an offer for Subscription; and (d) the Confidential Information may not be relied on for any purpose.
  8. This Agreement shall be governed by, and construed in accordance with, the laws of the Netherlands, without regard to principles of conflicts of laws. To the extent legally permissible, the competent courts of Amsterdam (the Netherlands) shall have exclusive jurisdiction to settle any disputes arising under or in connection with this Agreement. Notwithstanding the foregoing, if a Master Fund initiates a legal proceeding to enforce any portion of this Agreement relevant to it, the laws of the country where the general partner of such Master Fund is domiciled shall govern this Agreement in such instance, without regard to such country’s principles of conflicts of laws.
  9. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
  10. The Potential Investor will not assign, sub-contract or deal in any way with any of its rights or obligations under this Agreement without the prior written consent of Carbon Equity.
  11. Each of the Carbon Equity Funds, the General Partners, and the Master Funds are specifically included herein as an intended third party beneficiary of this Agreement with authority to enforce any portion relevant to it.
  12. This Agreement constitutes the entire agreement between Carbon Equity and the Potential Investor and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.
  13. No modification of or amendment to this Agreement will be effective unless agreed upon in writing by Carbon Equity and the Potential Investor.

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Any information presented on this website does not constitute, and under no circumstances shall this information be deemed or construed to be a prospectus, an offer to sell, or the solicitation of an offer to buy or subscribe for an interest in the feeder funds or fund of funds of Carbon Equity B.V. “Funds”, unless clearly indicated otherwise. No part of this information or the fact that of its distribution should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever.

The issue and distribution of any information on this website may be subject to statutory or other restrictions in certain jurisdictions. Carbon Equity B.V. requests that individuals taking possession of this information familiarise themselves with and comply with those restrictions. Carbon Equity B.V. rejects liability for any violation of any such restriction by anyone whomsoever, regardless of whether that individual is a potential investor. This website in itself does not entail any offer of any security or an invitation to make an offer to purchase any security to any individual in any jurisdiction where such is not permitted according to the applicable law and regulations.

The Funds of Carbon Equity B.V. will only be offered to potential investors at a later stage pursuant to fund documentation to be prepared and distributed by Carbon Equity B.V., through a dedicated account environment and clearly indicated as such. Any person should note that the Carbon Equity B.V. Funds will eventually exclusively be offered by Carbon Equity B.V. to potential investors in permitted jurisdictions who commit to an initial investment of at least EUR 100,000 or fall under other applicable exemptions. Carbon Equity B.V. will act as the Alternative Investment Fund Manager (AIFM) of the Funds and will benefit from the Dutch sub-threshold regime, pursuant to article 2:66a of the Dutch Financial Supervision Act (Wet op het financieel toezicht).

As such, the Carbon Equity B.V. will benefit from an exemption from the license requirement and ongoing requirements of the AIFMD. Moreover, no prospectus requirement applies in light of article 1(4)(d) of the Prospectus Regulation. Any Funds and Carbon Equity B.V. will therefore fall outside the scope of supervision of the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten, AFM) and the Dutch Central Bank (De Nederlandsche Bank, DNB)

Carbon Equity does not make investment recommendations and no communication, through this website or in any other medium should be construed as a recommendation for any security offered on or off this investment platform. Alternative investments in private placements, and private equity investments via feeder funds in particular, are speculative and involve a high degree of risk and those investors who cannot afford to lose their entire investment should not invest. Prospective investors should carefully consider the risk warnings and disclosures for the respective fund or investment vehicle set out therein. The value of an investment may go down as well as up and investors may not get back their money originally invested. Past performance is not necessarily a guide to future performance. An investment in a fund or investment vehicle is not the same as a deposit with a banking institution. Please refer to the respective fund documentation for details about potential risks, charges and expenses. Additionally, investors will typically receive illiquid and/or restricted membership interests that may be subject to holding period requirements and/or liquidity concerns. In the most sensible investment strategy for venture capital investing, venture capital should only be a part of your overall investment portfolio. Further, the venture capital portion of your portfolio may include a balanced portfolio of different venture capital funds. Investments in venture capital are highly illiquid and those investors who cannot hold an investment for the long term (at least 10 years) should not invest.

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Liza Rubinstein, Chief Impact Officer at Carbon Equity
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