I assume the NDA or EAP partners can keep on using our IP and I corporate the same into their product but they have to sign a contract before launch of that product or they have to get the product through on of the licencee.So why did Antonio say what he said in part 2 of the investor presentation and use the analogy of Apple and Samsung phones?
There was a guy at my work once, a few years back, who not only dropped his phone in the toilet, but was flushing it at the time.I have tried that . My stock broker once said to check a stock like this every day to ensure that it was still listed . I never asked him if he was joking but I have taken his advice ever since . At least I have never been that beholden to reply’s to posts that has caused me to drop my phone in the toilet .
Right on cue, Wilzy back with another meme. Quality contribution as always.
Hi robsmarkSorry Chapman, you’re wrong. I can assure that that every contract that’s been signed has been announced. The company would be breaking the listing requirements of the ASX if they were withholding information like this from shareholders. You can confirm this by contacting the company and asking them. I can guarantee that they’ll tell You what I’ve just said.
They are unable to break these rules even if Apple asked them to. They would risk been delisted and we know how the company feels about ASX compliance.
Rule 3.1 ( https://www.asx.com.au/content/dam/asx/about/compliance/abridged-cd-guide.pdf )
Simply address my original point then or please take your peanut commentary to where the rest or the delinquents hang out.I’m not butthurt mate, I just know you’re a complete wanker.
Simply address my original point then or please take your peanut commentary to where the rest or the delinquents hang out.
Antonio said it in the second part of the investor podcast that some licensees who have signed won’t want to announce it because they are so early on in their design that they won’t announce it as the customer won’t want too.
Whilst this is short term pain for us shareholders, in the long term (2-3 years) it will pay massive dividen
Qualcomm is the same.
@Bravo have you got that Qualcomm article/screenshot where it was stated that their shareholders don’t know that their IP is in BMW or some other application?
Once the numbers are in I’ll eat everyone’s hat, including Wilzys clown hat
Hi Robsmark.Sorry Chapman, you’re wrong. I can assure that that every contract that’s been signed has been announced. The company would be breaking the listing requirements of the ASX if they were withholding information like this from shareholders. You can confirm this by contacting the company and asking them. I can guarantee that they’ll tell You what I’ve just said.
They are unable to break these rules even if Apple asked them to. They would risk been delisted and we know how the company feels about ASX compliance.
Rule 3.1 ( https://www.asx.com.au/content/dam/asx/about/compliance/abridged-cd-guide.pdf )
Hi Robsmark.
In that document, refer to 13 (exceptions) and. 1. (trade secret).
We discussed this before on HC as a group and concluded according to the documentation, Brainchip dealings with others falls under this exception as this kind of technology and the effect it can have on other companies and their fortunes are in jeopardy.
I don't remember exact details but I think maybe one of us here asked Ken to clarify (when he was IR officer) and he confirmed some partnerships and dealings fall under this clause.
What is not clear though, if contracts and agreements fall under this. Common sense would say it would. Using the Apple example (not true IMO, it would be us - Arm - then Apple, I digress), our tech is groundbreaking so if Apple (or us) revealed we had a contract, this would alert Apple's competitors that they are using us. Therefore alerting competitors and their own advantage is finished. Thus finally triggering the 'trade secret' clause.
If FF is reading he can maybe clarify too. He was part of these discussions. I might be a bit fuzzy on the details.
Very good question about royalties and how they are disclosed if the company cannot disclose a contractual relationship previously because of trade secrets.Hey Gaz, hope you’re well mate.
Say that it did fall under this clause (and if I’m honest I’m sceptical), where are the sign on royalties? Surely they’d be some revenue over the past few years that’s unaccountable… we haven’t seen anything to support this.
Happy to be wrong here, but I know that the ASX is aggressive in its stance towards continual disclosure. if I recall the company has tried this previously with Ford and were forced to announce their dealings together.
An NDA can include a clause which says that the existence of the NDA is covered by the NDA - this has in fact been known to cause ChatGPT to swallow its own tongue and disappear in an infinite do-loop.I get as frustrated as the next person sometimes with the lack of official channel news flow but I always go back to the following to clear my head as to the exemptions that are allowed by the ASX exactly for these sorts of situations with companies eg NDAs.
These are just my personal thoughts and interpretations and shouldn't be relied on by anyone else. The source info is there for anyone to review themselves and interpret as they feel.
Below is an excerpt of the Continuous Disclosure Rule and link to the abridged version I took it from, noting that there are still requirements on a company, if it is using the carve out, to monitor if any information starts to appear in public channels in which case the exemption(s) may come into question.
Read that section 3/4 way through the below paste and now I know why they maybe do actually read what we post....not out of interest....maybe cause they have to watch the 1000 eyes just in case
The key underlying points for me personally re the recurring argument of if a contract has been signed for example and whether it needs to be disclosed, essentially could fall under item 1 & 5.
Remembering that::
An NDA creates the legal framework to protect ideas and information from being stolen or shared with competitors or third parties. Breaking an NDA agreement triggers a host of legal ramifications, including lawsuits, financial penalties, and even criminal charges. NDAs offer a level of protection to your business so that even accidental breaches are covered.
There are three essential functions of an NDA:
- Identifying protected information: By drawing a line between what information is confidential and what can be shared, NDAs classify information. This allows parties to work freely within the boundaries created by the confidentiality agreement.
- Protecting sensitive information: Signing an NDA creates a legal obligation to keep sensitive information confidential. Any leak of that information is a breach of contract.
- Protecting patent rights: Because public disclosure of a pending invention can sometimes void patent rights, an NDA can protect an inventor as they develop their new product or concept.
So, does breaching a NDA breach a law?.....is the NDA part of a trade secret?
Abridged Disclosure rules:
HERE
13.1 Listing Rule 3.1A.1 - the categories of information excluded
The first requirement for Listing Rule 3.1A to apply is that the information must fall within one of the categories
mentioned below:
- it would be a breach of a law to disclose the information;
- the information concerns an incomplete proposal or negotiation
- the information comprises matters of supposition or is insufficiently definite to warrant disclosure;
- the information is generated for the internal management purposes of the entity; or
- the information is a trade secret.
More detailed guidance on each of these categories can be found in Guidance Note 8 Continuous Disclosure:
Listing Rules 3.1 – 3.1B.
13.2 Listing Rule 3.1A.2 - the requirement for information to be confidential
The second requirement for Listing Rule 3.1A to apply has two components: (1) the information must be
confidential; and (2) ASX has not formed the view that the information has ceased to be confidential.
The word “confidential” in Listing Rule 3.1A.2 means “secret”. Thus, information will be confidential for the purposes
of that rule if:
- it is known to only a limited number of people;
- the people who know the information understand that it is to be treated in confidence and only to be used
- for permitted purposes; and
- those people abide by that understanding.
Whether information has the quality of being confidential is a question of fact, not one of the intention or desire of
the listed entity. Accordingly, even though an entity may consider information to be confidential and its disclosure
to be a breach of confidence, if it is in fact disclosed by those who know it, then it is no longer a secret and it ceases
to be confidential information for the purposes of this rule.
It is therefore incumbent on a listed entity which wishes to rely on the carve-out from disclosure in Listing Rule 3.1A
to ensure that it has in place suitable and effective arrangements to preserve confidentiality. Guidance on the steps
that can be taken in this regard can be found in the joint publication by the Governance Institute of Australia and
the Australasian Investor Relations Association entitled Handling confidential, price-sensitive information:
Principles of good practice.
Even with strong confidentiality safeguards, it is important to recognise that the more people who know information,
the greater the risk that it will cease to be confidential. So, for example, if a party proposing to acquire a business
wants, as part of its due diligence, to make enquiries of employees, customers or suppliers, or a party proposing to
undertake an issue of securities wants to take soundings from brokers and potential investors, it and the other
parties involved in the transaction need to be prepared for the chance that information about the transaction will
not be kept in confidence.
An entity which is relying on Listing Rule 3.1A not to disclose information about a market sensitive transaction it is
negotiating should as a matter of course be monitoring, either itself or through its advisers:
- the market price of its securities and of the securities of any other listed entity involved in the transaction;
- major national and local newspapers;
- if it or its advisers have access to them, major news wire services such as Reuters and Bloomberg;
- any investor blogs, chat-sites or other social media it is aware of that regularly post comments about the
- entity; and
- enquiries from analysts or journalists,
for signs that information about the transaction may no longer be confidential and have a draft letter to ASX
requesting a trading halt and a draft announcement about the negotiations ready to send to ASX to cater for that
eventuality. The closer the transaction gets to being concluded, the higher the risk of leaks and the more diligent
that monitoring should be.
In relation to the second component of Listing Rule 3.1A.2, ASX may form the view that information about a matter
involving a listed entity has ceased to be confidential if there is:
- a reasonably specific and reasonably accurate media or analyst report about the matter;
- a reasonably specific and reasonably accurate rumour known to be circulating the market about the matter;
- or
- a sudden and significant movement in the market price or traded volumes of the entity’s securities that
- cannot be explained by other events or circumstances.
Each of these is an indication that the matter is no longer confidential and therefore Listing Rule 3.1A.2 no longer
applies.
Either way mate, time will tell. Eventually A non-disclosed contract would eventually have to produce renvenue, and that’s when we’d know if they exist or not. I’ve been a continual holder for almost five years now and excited about the prospects of this company regardless of the SP, but I take everything management say with a spoon of salt. You have to earn trust, and they’ve broken too many promises for me to take anything they say to the bank.Very good question about royalties and how they are disclosed if the company cannot disclose a contractual relationship previously because of trade secrets.
Yes, I thought about Ford as well, but as far as our relationship with them, I think it was just at an evaluation stage and nothing further it seems...yet.
I don’t think it’s a ASX thing… sell on good news is a common thing in general in the stock market. Unfortunately they catch up some SL because of some genius investors. The rest are Paperhands. Let’s have a Winternap and see what brings us the spring!Typical ASX. A great announcement and the Shorters push the SP of the cliff![]()
Hey Deena,Hi robsmark
1. My understanding is that you need to announce a contract of it is material. If there is no specified amount specified in the contract (i.e. they will produce up to so many units at what ever royalty is agreed) then this is not material.
2. Secondly if the contract is contingent on some other factor that has not yet occurred then then the contract does not come into force until that occurs. This comes under legal 101 on how to avoid having to make an announcement and blow an NDA too early.
I am not a lawyer but we have one around somewhere who has pointed this out in the past. And I am all for protecting NDAs. I am interested in the long term gain rather than a short term fix (and I don't even do drugs).
Cheers, Deena