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Conflict of Interest Policy

Effective Date: [June 22,2026] Owner: Legal & Compliance

1. Purpose​

This policy establishes the principles, controls, and processes by which CoolR identifies, manages, and mitigates conflicts of interest to protect client confidentiality, ensure fair treatment, and maintain trust.

2. Scope​

This policy applies to:

  • All CoolR employees, contractors, and third parties
  • All business units, including account management, engineering, operations, analytics, and leadership
  • All client engagements, pilots, and deployments

3. Definitions​

3.1 Conflict of Interest​

A conflict of interest arises when CoolR’s responsibilities to one client could compromise, or appear to compromise, its obligations to another.

3.2 Competing Clients​

Two clients are considered competing where:

  • They operate within the same product category and
  • They target the same or substantially similar consumer segment

Example product categories: carbonated beverages, beer, ice cream

Where ambiguity exists (e.g., adjacent categories or regional overlaps), CoolR applies a conservative interpretation to protect client interests.

3.3 Confidential Information​

Confidential information includes:

  • Commercial data (pricing, promotions, contracts)
  • Sales, performance, and analytics data
  • Product strategies and roadmaps
  • Customer or consumer insights
  • Technical or operational data

Confidential information excludes:

  • Publicly available information
  • Aggregated and anonymized data that cannot identify a client

4. Policy Principles​

CoolR operates under the following principles:

  1. Client confidentiality is paramount
  2. Conflicts must be proactively identified and mitigated
  3. Access to client information is strictly controlled
  4. Transparency is maintained where appropriate
  5. All personnel are accountable for compliance

5. Conflict Prevention Controls​

5.1 Account Team Restrictions​

  • Account Directors and Account Coordinators must not be assigned to directly competing clients within the same product category

5.2 Information Barriers & Data Segregation​

CoolR implements:

  • Role-based access controls
  • Logical and system-level separation of client data
  • Restricted access to client dashboards, reports, and datasets
  • Monitoring of access logs and usage

5.3 Shared Teams (Engineering, Operations, Leadership)​

Shared teams may operate across clients but:

  • Access only necessary client-specific data
  • Follow strict confidentiality obligations
  • Operate under a need-to-know access model

6. Conflict Identification Process​

Before initiating any new engagement:

  • A conflict of interest assessment is performed across all existing client relationships
  • This includes:
    • Account team assignments
    • Data access requirements
    • Product category overlaps

CoolR will not proceed where an unmanaged conflict exists.

7. Conflict Management & Resolution​

7.1 Pre-Engagement Conflicts​

If a conflict is identified:

  • A separate, independent team is assigned
  • Access restrictions are implemented prior to engagement start

7.2 Mid-Engagement Conflicts​

If a conflict arises:

  • CoolR will resolve it promptly, typically within 30 days

Interim safeguards may include:

  • Immediate restriction of access
  • Personnel reassignment
  • Data isolation measures

7.3 Client Transparency​

Where appropriate and contractually required:

  • Clients may be informed of material conflicts
  • Clients may be offered:
    • Team reassignment
    • Additional safeguards

8. Employee Responsibilities​

All personnel must:

  • Protect client confidential information
  • Avoid actual or perceived conflicts
  • Disclose potential conflicts
  • Complete required training and acknowledgments

9. Monitoring & Enforcement​

9.1 Monitoring​

CoolR maintains:

  • Periodic reviews of account assignments
  • Access audits
  • Compliance checks during onboarding

9.2 Violations​

Non-compliance may result in:

  • Removal from client assignments
  • Disciplinary action (up to termination)
  • Contractual or legal consequences

10. Governance​

  • Policy Owner: Legal & Compliance
  • Review Cycle: Annual or upon material change
  • Approval Authority: Executive Leadership

11. Limitations​

This policy is provided for transparency and does not form part of any contract unless explicitly incorporated.

12. Questions​

For questions, contact your CoolR account team or Legal & Compliance.