Legal Counsel Review Notice
This instrument is prepared for review by legal counsel before it is issued to any prospective governing board member, advisory board member, technical committee member, patron, honorary advisor, executive participant, founder-council participant, ambassador, consultant, representative, service provider, or any other person who may receive non-public information concerning Anidaso Productive Fund. It is drafted as both a legal-review document and a candidate-facing undertaking. Counsel should settle the governing law, execution formalities, data protection wording, remedies, dispute resolution clause, and any Ghana-specific statutory references before use.
The undertaking is intended to be capable of presentation to a candidate after counsel approval. It does not appoint the recipient, create a role, grant authority, create employment, create agency, or authorize representation. It imposes confidentiality and use-control obligations as a precondition to receiving non-public information.
1. Purpose of the Undertaking
Anidaso Productive Fund will necessarily disclose sensitive information while engaging prospective board, advisory, patronage, technical, operational, legal, agricultural, financial, banking, land, audit, community, and investor-facing participants. The purpose of this Undertaking is to protect that information before disclosure occurs, not after trust has already been placed in the recipient.
The document is designed to prevent misuse, unauthorized circulation, premature public discussion, improper reliance, circumvention of institutional relationships, and accidental creation of authority through access to documents. A person who receives internal documents must understand that access is limited, conditional, and revocable.
2. Candidate and Role Information
Recipient Full Name: ________________________________
Institution or Affiliation: ____________________________
Proposed Role Category: ______________________________
Specific Purpose of Disclosure: ________________________
Date of Disclosure or Engagement: ______________________
Anidaso Contact Person: _______________________________
The proposed role category must be completed before confidential information is shared. Where the category is uncertain, the default classification shall be exploratory recipient only, with no authority to represent or bind the Fund.
3. Definition of Confidential Information
Confidential Information means all non-public information disclosed or made available to the recipient, whether oral, written, electronic, visual, technical, financial, strategic, operational, legal, agricultural, commercial, personal, institutional, or otherwise, relating to Anidaso Productive Fund, its founders, proposed legal vehicle, governance documents, prospective board members, advisors, patrons, partners, banks, auditors, lawyers, landowners, communities, farmers, staff, suppliers, investors, participants, technology systems, portal, monitoring systems, field operations, and strategic plans.
Confidential Information includes drafts, proposals, board engagement materials, legal-review documents, land documents, financial models, bank discussions, participant projections, pricing assumptions, operating procedures, crop plans, farm-site information, supplier data, security arrangements, due diligence records, conflict disclosures, candidate files, meeting notes, correspondence, presentations, videos, photographs, portal data, passwords, access credentials, reports, budgets, governance registers, and any information that a reasonable person would understand to be confidential from its nature or the circumstances of disclosure.
4. Exclusions
Confidential Information does not include information that is already lawfully public through no act or omission of the recipient; information already known by the recipient before disclosure and not subject to any duty of confidence; information independently developed by the recipient without use of the Fund’s confidential information; or information lawfully obtained from a third party without breach of duty. The burden of proving an exclusion rests on the recipient.
5. Permitted Use
The recipient may use Confidential Information only for the specific purpose for which it is disclosed. The recipient may not use it for personal benefit, competing activity, separate fundraising, supplier negotiation, land negotiation, media engagement, political advantage, professional marketing, private business development, investor solicitation, or any purpose unrelated to the authorized Anidaso engagement.
Where the recipient is being considered for a board, advisory, committee, patron, representative, consultant, or executive role, use is limited to reviewing the proposed engagement, giving authorized feedback, participating in approved discussions, or performing the specific mandate approved in writing.
6. Non-Disclosure Obligation
The recipient shall not disclose, publish, forward, reproduce, summarize, quote, discuss, upload, transmit, store in an unauthorized location, or make available any Confidential Information to any person without prior written authorization from Anidaso Productive Fund. This includes disclosure to colleagues, family members, staff, assistants, agents, lawyers, consultants, business partners, media contacts, public officials, religious or traditional authorities, bank officers, landowners, farmers, investors, suppliers, or online groups unless expressly approved.
Where disclosure to professional advisers is approved, the recipient must ensure that such advisers are bound by confidentiality obligations at least as protective as this Undertaking and that the disclosure remains limited to what is necessary.
7. Document Handling and Security
The recipient shall protect Confidential Information using reasonable care and in any event no less than the care used to protect the recipient’s own sensitive information. The recipient shall not leave documents unattended, share screenshots, store files in unsecured devices, upload documents to public platforms, transmit materials through unsecured channels, or permit unauthorized persons to access the materials.
Electronic files must be stored only in secure locations controlled by the recipient. Passwords, access links, portal credentials, and document links must not be shared. If the recipient suspects loss, unauthorized access, accidental disclosure, device compromise, account compromise, or mistaken transmission, the recipient must notify Anidaso immediately.
8. Return, Deletion, and Continuing Control
Upon request, withdrawal from discussions, non-appointment, resignation, removal, expiry of mandate, or completion of the permitted purpose, the recipient shall promptly return or permanently delete all Confidential Information, including copies, extracts, screenshots, notes, summaries, and derivative materials, except where legal counsel confirms that retention is required by law or professional obligation.
Deletion does not terminate the recipient’s confidentiality obligations. The obligation survives whether or not the recipient is appointed, whether or not the Fund proceeds with the engagement, and whether or not any formal role is later created.
9. No Authority, No Representation, and No Reliance
Receipt of Confidential Information does not authorize the recipient to act for Anidaso Productive Fund. The recipient shall not represent that the recipient is a board member, advisor, patron, officer, agent, consultant, partner, ambassador, employee, signatory, or representative of the Fund unless separately appointed in writing.
The recipient shall not contact banks, landowners, investors, farmers, suppliers, public offices, auditors, lawyers, community leaders, media, or prospective candidates on behalf of the Fund unless expressly authorized. The recipient shall not make statements about returns, guarantees, legal structure, land access, bank support, government support, escrow arrangements, board approval, or investor protections unless approved wording has been issued.
10. Non-Circumvention
The recipient shall not use Confidential Information or introductions received through Anidaso to bypass, compete with, divert, solicit, or appropriate opportunities belonging to the Fund. This includes land opportunities, banking introductions, farmer networks, supplier relationships, investor contacts, advisory candidates, governance prospects, technical partners, community relationships, or strategic relationships disclosed in confidence.
This clause is intended to protect the institutional opportunity of the Fund. It does not prevent the recipient from continuing lawful pre-existing activities that are demonstrably independent of the Fund’s confidential information and relationships.
11. Conflicts and Competing Interests
The recipient must disclose any interest that may affect confidentiality, judgment, loyalty, independence, or proper use of information. Such interests may include involvement with a competing agricultural fund, supplier, landowner, bank, investor group, political project, advisory body, consulting arrangement, law firm, audit firm, government office, community entity, or family/business relationship connected to the Fund.
Where a conflict exists, the Fund may restrict access, require recusal, narrow the permitted purpose, withhold documents, suspend discussions, or decline the engagement.
12. Personal Data and Candidate Information
Where Confidential Information includes personal data, candidate information, contact details, identification information, financial data, conflict disclosures, due diligence records, or sensitive personal information, the recipient shall process such information only for the permitted purpose and shall not copy, disclose, store, or reuse it for any unrelated purpose. Counsel should align this clause with applicable Ghana data protection requirements and any final privacy policy adopted by the Fund.
13. Legal Privilege and Counsel Materials
Legal-review materials, draft legal documents, counsel comments, legal risk notes, privileged communications, and lawyer-facing analysis are especially restricted. The recipient shall not circulate such materials outside the approved review circle. The Fund may withhold counsel materials from any recipient whose role does not require access.
14. Public Statements and Media
The recipient shall not issue press statements, social media posts, interviews, endorsements, public comments, photographs, screenshots, announcements, or indirect confirmations concerning the Fund without prior written approval. Silence, restraint, and accuracy are essential because premature public communication may create reputational, legal, regulatory, banking, land, or investor risk.
15. Breach and Remedies
A breach of this Undertaking may cause serious institutional harm, including loss of trust, loss of candidate confidence, loss of bank confidence, legal exposure, reputational damage, compromised land negotiations, compromised investor communications, and misuse of strategic information. The Fund may seek injunctive relief, return or deletion of information, public correction, damages where available, removal from role consideration, termination of engagement, and any other remedy available under applicable law.
The recipient acknowledges that monetary compensation alone may be insufficient where disclosure or misuse threatens confidential institutional information.
16. Duration
The obligations in this Undertaking begin when Confidential Information is first disclosed or made available and continue for as long as the information remains non-public or legally protected. Obligations relating to trade secrets, legal privilege, personal data, candidate files, financial records, land negotiations, security information, and non-circumvention survive without limitation to the extent permitted by law.
17. Candidate Acknowledgement
By signing this Undertaking, the recipient confirms that the recipient has read and understood the obligations, has had an opportunity to ask questions, accepts that no role or authority is created by receiving information, and agrees to protect the Confidential Information according to this Undertaking.
Recipient Signature: ________________________________
Name: ______________________________________________
Date: _______________________________________________
Role Category: ______________________________________
Witness / Anidaso Representative: _____________________
18. Counsel Settlement Checklist
Before this Undertaking is issued, counsel should settle governing law, dispute resolution, injunctive relief language, data protection wording, enforceability of non-circumvention, privilege protection, witness requirements, execution formalities, role-specific schedules, and whether separate versions are required for board candidates, advisors, patrons, consultants, technical committee members, and external representatives.