Agreement on Non-DisclosurE

between

ASC Technologies AG

Seibelstrasse 2-4

63768 Hoesbach

Germany

– hereinafter referred to as ‘ASC’ –

and

– hereinafter referred to as ‘ ’ –

and both hereinafter referred to collectively or individually as “Party(ies)”.

General

This present agreement on non-disclosure, copyright and privacy (“Agreement”) shall assure (i) the protection and preservation of proprietary and/or confidential information (“Proprietary Information”) which is disclosed or made available between the Parties; (ii) the intellectual property and usage rights of any and all content produced in the course of the cooperation (cf. clause 2); and (iii) the privacy rights of any invididuals involved in the cooperation or included / displayed in the content.

The cooperation of the Parties and therefore this Agreement has the following purpose:

.

Proprietary Information

Unless expressly stipulated otherwise in this Agreement, all information exchanged between the Parties shall be treated with confidentiality.

Proprietary Information in this sense, regardless of the medium in or on which it is contained, implies in particular information and knowledge about products, processes, intellectual property as well as business and trade secrets including staff and organization structures, customer and supplier relationships as well as business and financial plans.

Proprietary Information explicitly and especially includes personal data.

The existence of this Agreement and the relationship between the Parties shall also be considered Proprietary Information; it may not be disclosed to third parties by one Party without the prior consent of the other Party. Group companies and afilliates of which more than fifty per cent (50 %) of the capital is directly or indirectly owned or controlled by any of the Parties are not considered as third parties.

The Parties guarantee each other

to handle Proprietary Information confidentially and with due care;

to use Proprietary Information only for the purpose defined in this Agreement; and

to reproduce Proprietary Information only to the extent necessary and pursuant to this Agreement, and to handle these copies confidentially, too; and

to not process or use Proprietary Information for their economic benefit otherwise.

Proprietary Information within the meaning of this Agreement excludes information of which the Receiving Party can prove:

that it has been generally known to the public at the time of disclosure or becomes generally known through no wrongful act on behalf of the Receiving Party;

that it has become known to the Receiving Party through a disclosure by sources other than the Disclosing Party or one of its affiliates without breaching any – direct or indirect – duties of confidentiality to the Disclosing Party and that the disclosure of this information was legally justified; or

that the Receiving Party has obtained the information independently and without infringing a duty of confidentiality to the Disclosing Party.

Each Party may disclose Proprietary Information if said Party is required to such disclosure according to applicable laws or governmental regulations; provided that the Disclosing Party has submitted prior written notice of such disclosure to the other Party; and takes reasonable and lawful measures to minimize the extent of the disclosure.

Each Party shall make Proprietary Information available to its employees or consultants only to the extent that the purpose defined in this Agreement requires it.

Proprietary Information may also be subject to laws on the protection of business and trade secrets; both Parties acknowledge that a breach of business and trade secrets may constitute a criminal offence.

Both Parties recognize that the unauthorized use or disclosure by the Receiving Party of any Proprietary Information disclosed by the Disclosing Party may cause irreparable harm to the Disclosing Party. Therefore, both Parties agree that nothing in this Agreement limits the Disclosing Party’s rights, in addition to other available legal or equitable remedies and damages, to seek injunctive relief against the Receiving Party.

Limitation of Liability

Notwithstanding any rights under clause 8, neither Party shall be liable for any further direct, indirect or consequential damages (damages to property or personal injury, financial or immaterial damages, downtimes, loss of data, loss of income, anticipated profits or business opportunities) arising from this Agreement.

Responsibility for the correctness and completeness of the information will not be assumed unless the Disclosing Party acts deliberately or grossly negligently.

Property Rights and Copyrights

The Parties explicit acknowledge and agree that all industrial property rights, copyrights, exploitation rights, trademarks, titles and the intellectual property rights in all content generated under this Agreement shall be vested exclusively, unrestrictedly and completely with ASC.

Privacy

The Parties shall at all times and without restriction observe the provisions of the European General Data Protection Regulation (EU 2016/679) as well as other applicable data protection laws.

In their area of responsibility, both Parties shall ensure that their internal corporate structures and proceedings meet the special requirements of data privacy, especially to take and implement technical and organizational measures to ensure an appropriate level of protection. Both Parties shall oblige their employees and consultants involved to observe data privacy and secrecy.

guarantees, and must be able to prove upon request by ASC or any authority, that all persons quoted or shown in the content have given their consent to the relevant processing of their personal data, which includes, but is not limited to, the name, title, profession, opinions and image (as a photograph or video recording) of the person. also guarantees that the data subjects have been duly informed of their rights as data subjects, in particular that consent given can only be revoked in the future and that material already produced and published is not and cannot be affected by this – by its very nature.

Miscellanous

This Agreement shall remain in full force and effect for so long as the Parties continue to exchange Proprietary Information. The obligation of non-disclosure or any economic non-use of the Proprietary Information shall end only after a period of five (5) years after this date.

Data privacy shall continue to exist even after termination of this Agreement within the framework of the statutory provisions.

This Agreement supersedes all prior agreements, written or oral, between the Parties relating to the subject matter of this Agreement. This Agreement may be modified or amended in all or in part only in writing.

If any of the provisions of this Agreement shall be or become invalid or unenforceable, all other provisions hereof shall remain in full force and effect. The invalid or unenforceable provision shall be replaced by a valid or enforceable provision as comes closest economically to the purpose and the intent of the invalid or unenforceable provision. The above shall apply accordingly to the closing of any gaps in the Agreement.

This Agreement shall be governed by the laws of the Federal Republic of Germany. Exclusive place of jurisdiction for any disputes arising from or in connection with this Agreement is Aschaffenburg.

This Agreement shall be issued twice and signed by an authorized representative of each Party.

ASC
Name:	Name:
Function:	Function:
Date:	Date:
Signature:	Signature: