Introduction and Applicability
These Candidate and Portfolio Company Terms and Conditions ("CPC-TC") govern the relationship between Paligan c/o Weiss Group LLC ("Paligan") and entities that either (i) seek funding or strategic support from Paligan ("Candidates") or (ii) have received investment from Paligan and are part of Paligan's active portfolio ("Portfolio Companies"). These terms are designed to protect the integrity of Paligan’s operations, clarify mutual obligations, and foster transparent, fair, and legally sound relationships.
These CPC-TC must be read in conjunction with the General Terms and Conditions (GTC), which apply broadly to all parties engaging with Paligan. In case of any conflict between the GTC and these terms, the provisions specific to the relevant stakeholder category shall prevail.
Section A: Terms for Candidates – Scope of Services
Paligan may engage with Candidates for the purposes of evaluating investment opportunities, conducting due diligence, and, if applicable, providing strategic advisory or coordination support during or after a fundraising process. The nature and extent of Paligan’s involvement will be determined case by case, and no obligation to invest is implied by the evaluation process.
Section A: Terms for Candidates – Obligations of the Candidate
Candidates agree to:
Cooperate fully with Paligan during the evaluation process by providing timely, accurate, and complete information;
Disclose all material facts relevant to the business and funding requirements;
Respond promptly to reasonable requests for information, documents, or clarification;
Avoid withholding information that may materially impact the investment decision.
Section A: Terms for Candidates – Restrictions on Conduct
To maintain fairness and transparency, Candidates may not directly contact or negotiate with Paligan’s Investors or strategic partners without Paligan’s prior written consent. Any such action will constitute a material breach of these terms and may result in immediate termination of the relationship and legal action.
Section A: Terms for Candidates – Termination of Engagement
Paligan reserves the right to terminate its engagement with a Candidate at any time and without liability, particularly in the event of misrepresentation, non-cooperation, or breach of these terms. Termination does not affect Paligan’s rights to seek legal remedies or compensation.
Section B: Terms for Portfolio Companies – Relationship with Paligan
Portfolio Companies are expected to maintain a cooperative and transparent relationship with Paligan. This includes regular updates on financial performance, operational developments, and strategic decisions that may affect Paligan’s investment. Portfolio Companies are expected to adhere to any reporting obligations or governance rights outlined in the specific investment agreement.
Section B: Terms for Portfolio Companies – Confidentiality and IP
All information shared by Paligan, including but not limited to strategy documents, evaluation tools, or proprietary methodologies, is to be treated as confidential. Such materials remain the intellectual property of Paligan unless otherwise specified in writing. Portfolio Companies may not reproduce, distribute, or disclose such materials without Paligan’s prior written consent.
Section B: Terms for Portfolio Companies – Limitations and Termination
Paligan does not guarantee the success of any portfolio company nor does it assume a management role. Support is discretionary and may be withdrawn in the event of material breach, non-cooperation, or reputational risk. Paligan reserves all rights in accordance with applicable investment contracts.
Section C: Common Provisions – Confidentiality
All Candidates and Portfolio Companies agree to maintain the confidentiality of any non-public information shared by Paligan during the course of the relationship. This includes communications, analyses, investment criteria, and internal processes.
Disclosure of such information is only permitted where:
Required by law or regulatory obligation;
The information has become publicly known through no fault of the receiving party;
Paligan has provided express written consent.
Section C: Common Provisions – Liability
Paligan undertakes all evaluations and strategic support with reasonable diligence and professionalism. However, no warranties or guarantees are made regarding funding decisions, investment outcomes, or post-investment performance.
To the maximum extent permitted by law, Paligan shall not be liable for any damages, losses, or costs arising out of or in connection with the services provided under these CPC-TC, unless due to gross negligence or willful misconduct.
Section C: Common Provisions – Governing Law and Jurisdiction
These CPC-TC are governed by the laws of Switzerland. Any disputes shall be subject to the exclusive jurisdiction of the competent courts in Zurich, Switzerland.
Section C: Common Provisions – Amendments
Paligan reserves the right to modify or update these CPC-TC at any time. Changes will be communicated where feasible, and continued engagement with Paligan shall constitute acceptance of the revised terms.