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Non-Disclosure Agreement

between

endereco UG (haftungsbeschränkt)
Balthasar-Neumann-Str. 4b
97236 Randersacker

- hereafter referred to as "endereco" -

and

- hereafter referred to as “Partner” -

The Parties intend to exchange confidential information and documents (hereinafter collectively referred to as “Information”) within the framework of a cooperation (in a “Project”), which shall be kept secret.

Parties are obliged to keep the discussions about the Project as well as all information—in electronic, written, oral or other form, in particular of technical, financial or other business nature—which they receive in conjunction with the cooperation and with the implementation of the Project from the respective other Party and/or its consultants, regardless of whether before, on or after the date of this Agreement and/or which concern other details of the Parties' business operations—hereinafter referred to as the “Information” – strictly confidential and not to disclose it to third parties or employees at the other Party who are not involved in this matter. This shall also apply to the fact that the Parties hold discussions with each other.
Excluded from the obligation according to clause 1 is such information which must be passed on for the evaluation of the project. However, such information may only be disclosed to third parties with the prior written consent of the party providing the information. Third parties are not companies affiliated with the Parties within the meaning of Section 15 of the German Stock Corporation Act (AktG).
Parties agree not to use information received themselves or to have this done by third parties without the prior written consent of the other party.
This Agreement does not extend to any such information that a party demonstrates

◦ was previously known; or
◦ was generally known or generally available; or
◦ became known or generally available to the public after receipt without the party being responsible therefor; or
◦ has been made available to it at any time by an authorized third party.
The terms of this agreement do not create any obligation for the parties to realize the project or to conclude contracts. Rather, until a contract is signed, the parties have the right to withdraw from the negotiations at any time and without giving reasons and to declare the talks terminated.
This agreement shall enter into force upon signature and shall continue until the termination of the cooperation of the parties or until the conclusion of legally valid contracts. In the event of termination of the negotiations and/or cooperation without conclusion of a contract, in particular because one party communicates that there is no interest in further cooperation, all obligations of the parties under this confidentiality agreement shall continue to apply for a period of five years.
The Parties shall respect and comply with the relevant data protection regulations, which are primarily based on the German Federal Data Protection Act (BDSG) and the German Data Protection Regulation (GDPR), as amended from time to time. The Partner shall obligate its employees and other agents used within the scope of this Agreement in accordance with Section 5 BDSG and shall ensure that they comply with the provisions.
After termination of the cooperation, all written information provided to the parties and any copies made thereof, shall be returned to the other party as well as the records made or documents, assessments and evaluations prepared on the basis of the information, documents, and files provided shall be destroyed to the extent technically feasible (except e.g., server backup copies). The destruction shall be confirmed to the other party in writing upon request.
Amendments and supplements to this agreement, including this clause, must be made in writing. Ancillary agreements are invalid.
This agreement is subject to the laws of the Federal Republic of Germany. The place of jurisdiction is Würzburg.

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Timestamp

Audit

12. January 2023 10:48 CET

Non-Disclosure Agreement Uploaded by Lena Schmitt - lena@endereco.de IP 80.132.162.107