Quick Reference Guide to Gathering Competitive Intelligence

Legally Privileged and Confidential Final: 07 March 2017 QUICK REFERENCE GUIDE TO GATHERING COMPETITIVE INTELLIGENCE

Knowing your industry and competitors is beneficial to business success. However, you must ensure that when you gather information on competitors’ activities, products or services that you stay within the boundaries of competition law. This Quick Reference Guide has been prepared to help you and any third party consultants you engage to comply with these requirements.

Rule 1: Do your own analysis and take care with the information you use. You can undertake your own analysis of competitor activity (e.g., observations at  public events, trade shows). You can gather competitive intelligence from publicly available sources (e.g.,  published news, trade journals, industry analysis, advertisements, and publicly accessible websites). You can purchase and evaluate a competitor’s products or services, but only for legitimate purposes  (e.g., understanding functionality, market research) and in accordance with any terms of use. If required, you should also accurately disclose your name and company. Do not use false pretences to gather competitive intelligence (e.g., misrepresent your identity / company  affiliation) or try to obtain information about a competitor’s pricing plans from a supplier or customer.  Do not use a competitor’s confidential or proprietary information, regardless of how it is obtained. Do not use a competitor’s product to inform (e.g., plagiarize content or “look and feel” ) when developing our  own products.

Rule 2: Be careful about surveys and at industry events/conferences. Industry events, trade conferences and surveys can cause problems where they allow you to gain access to commercially sensitive information about your competitors. You should only exchange legitimate, non-confidential information with other  participants at industry events or trade conferences. Follow RELX Group’s “Trade Association Antitrust Guidelines”. Only participate in surveys administered by independent third parties that do not give you access to  confidential or forward-looking information about your competitors. Do not share any pricing or products plans, customer offers, supplier/contractor proposals or other confidential  or strategic information with participants at industry events/conferences, particularly competitors.  Do not participate in any surveys which give you access to raw data1 submitted by your competitors.

Rule 3: Remain vigilant during discussions with a competitor or a competitor’s former employees. Where required, you can discuss selling products to a competitor (or buying products  from a competitor) as part of a legitimate business transaction, but should seek advice from a company lawyer about what pricing; customer and/or supplier information can be disclosed as part of the transaction. Do not share information with a competitor that is not strictly necessary for conducting legitimate business with  that competitor. Do not use an employee’s on-going relationships with former colleagues at a competitor as a source of  information about that competitor. Do not ask for or receive from a competitor’s current or former employee information that is a protected trade  secret or subject to confidentiality/non-disclosure requirements. Likewise, do not interview or hire a competitor’s current or former employee based solely on their knowledge about that competitor.

1 Raw data means all or part of the actual survey responses (e.g., pricing, sales value, sales volume, customer sales data) submitted by individual survey participants.

of 3 Legally Privileged and Confidential Final: 07 March 2017 Rule 4: Take care during customer negotiations.

When negotiating with customers, you can ask which competitors have made an offer,  how you can improve your offer, which competitor products the customer uses and when a contract will expire. If you lose a contract, you can ask how your offer did not meet expectations but do not ask for detailed  information about a competitor’s winning offer. Do not try to obtain, whether from the customer or otherwise, non-public information about your competitors  (e.g., current or future prices, information subject to a Non-Disclosure Agreement).

Frequently Asked Questions Q Can I gather information and prepare internal reports about a competitor’s product pipeline? A Yes, but only if you have gathered this information from your own analysis (e.g., observations at trade shows) or from publicly available sources (e.g., competitor’s website, press reports). Q If a customer tells me that our price is too high and that they have other offers with lower pricing, what information can I ask the customer about these competing offers? A You can ask the customer which competitors have made an offer and what you would need to do to improve your offer. Avoid asking for specific details of the competitor’s price. If the customer volunteers this information (as part of genuine negotiations), that should not raise concerns – but we should not be asking for or storing this information, nor any other confidential terms of a competitor’s offer. Q Do I need to tell Legal if a customer tells me a competitor’s price during negotiations? A If this occurs on a one-off basis during genuine negotiations with that customer, it should not raise concerns. If that customer starts providing regular information on competitor pricing (even if in the course of genuine negotiations), you should raise the matter with a company lawyer. Q What can I say if a competitor approaches me at an industry event and asks me how business is going? A You should only discuss information which is in the public domain and relates to general market conditions. Do not disclose any confidential or commercially sensitive information, particularly in relation to product or pricing plans, tenders, customer offers or supplier/contractor proposals. Q Can I discuss potential business partnership opportunities with a competitor? A You should speak to a company lawyer before discussing any potential partnership opportunities with a competitor to ensure that the discussion occurs within the boundaries of competition law. Q Do I need to ensure third party contractors comply with the requirements set out in this document? A Yes. You should ensure that any independent third parties you engage to gather competitive intelligence (e.g., through surveys) also comply with the requirements set out in this document. Q What should I do if I discover a potential breach of the requirements set out in this document? A You should contact a company lawyer immediately to discuss the matter. Still have questions or need more information? For more information, please see the RELX document titled “Competition Law Compliance Guidance: Gathering Competitive Intelligence” and if you have any questions, please contact your respective Legal department: North America, United Kingdom, APAC, CEMEA

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