Mutual non-disclosure agreement

Article 1 / Definitions

In this Mutual Non-Disclosure Agreement ("Agreement"), the following terms shall have the following meanings:

"Disclosing Party" means the Party that discloses Confidential Information to the other Party;

"Receiving Party" means the Party that receives Confidential Information from the other Party;

"7Lab" means 7Lab B.V., having its registered office at Danzigerbocht 39-G, 1013 AM Amsterdam, the Netherlands, registered with the Chamber of Commerce under number 84815515;

"Counterparty" means the natural or legal person entering into this Agreement with 7Lab;

"Parties" means 7Lab and the Counterparty, collectively;

"Party" means either 7Lab or the Counterparty, individually;

"Confidential Information" has the meaning ascribed to it in Article 2;

"Representatives" means a Party's directors, officers, employees, agents, advisors, consultants, and any other persons acting on behalf of or authorised by that Party;

"Purpose" means evaluating, negotiating, or performing a potential or existing business relationship between the Parties, including but not limited to the development of AI software solutions and related services.

Article 2 / Confidential information

2.1 "Confidential Information" means all information, whether written, oral, electronic, visual, or in any other form, that is disclosed by or on behalf of one Party to the other Party, whether before or after the date of this Agreement, including but not limited to:

(a) trade secrets, know-how, inventions, processes, techniques, algorithms, software (including source code and object code), designs, drawings, specifications, and technical data;

(b) business plans, strategies, forecasts, financial information, pricing, customer lists, supplier information, and marketing plans;

(c) data, databases, data models, data architectures, and any personal data processed in connection with the Purpose;

(d) any information relating to the operations, affairs, products, services, or assets of the Disclosing Party;

(e) any analyses, compilations, studies, or other documents prepared by the Receiving Party which contain or reflect any Confidential Information of the Disclosing Party.

2.2 Information shall be deemed Confidential Information regardless of whether it is marked as "confidential", "proprietary", or with any similar designation.

2.3 Confidential Information includes the existence and terms of this Agreement itself.

Article 3 / Obligations of the Receiving Party

3.1 The Receiving Party shall keep all Confidential Information strictly confidential and shall not, without the prior written consent of the Disclosing Party, disclose any Confidential Information to any third party.

3.2 The Receiving Party shall use the Confidential Information solely for the Purpose and shall not use it for any other purpose whatsoever.

3.3 The Receiving Party shall protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

3.4 The Receiving Party may disclose Confidential Information only to those of its Representatives who have a genuine need to know such information for the Purpose and who are bound by obligations of confidentiality no less restrictive than those set out in this Agreement.

3.5 The Receiving Party shall be responsible for any breach of this Agreement by its Representatives.

3.6 The Receiving Party shall promptly notify the Disclosing Party in writing upon becoming aware of any unauthorised disclosure, use, or loss of any Confidential Information.

Article 4 / Term

4.1 This Agreement shall enter into force on the date of execution by both Parties and shall remain in effect for a period of two (2) years from that date, unless terminated earlier in accordance with this Agreement.

4.2 The obligations of confidentiality imposed by this Agreement shall survive the expiration or termination of this Agreement for a further period of two (2) years.

4.3 Either Party may terminate this Agreement at any time by providing thirty (30) days' prior written notice to the other Party. Termination shall not affect any rights or obligations that have accrued prior to the date of termination.

4.4 Upon expiration or termination of this Agreement, the Receiving Party shall, at the Disclosing Party's option, promptly return or destroy all Confidential Information in its possession, including all copies, summaries, and excerpts thereof, and shall provide written confirmation of such return or destruction upon request.

Article 5 / Exclusions

5.1 The obligations of confidentiality under this Agreement shall not apply to information that:

(a) is or becomes publicly available through no fault or action of the Receiving Party;

(b) was already in the lawful possession of the Receiving Party prior to disclosure, as evidenced by written records;

(c) is independently developed by the Receiving Party without use of or reference to the Confidential Information, as evidenced by written records;

(d) is lawfully received from a third party without restriction on disclosure and without breach of any obligation of confidentiality;

(e) is required to be disclosed by applicable law, regulation, or order of a court or governmental authority, provided that the Receiving Party shall (to the extent legally permitted) promptly notify the Disclosing Party in writing of such requirement and shall cooperate with the Disclosing Party to seek a protective order or other appropriate remedy.

Article 6 / Remedies

6.1 The Parties acknowledge that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages alone would be an inadequate remedy.

6.2 In the event of a breach or threatened breach of this Agreement, the Disclosing Party shall be entitled to seek injunctive relief, specific performance, or any other equitable remedy, in addition to all other remedies available at law or in equity.

6.3 The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

Article 7 / General provisions

7.1 No rights under this Agreement may be assigned or transferred by either Party without the prior written consent of the other Party.

7.2 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, and understandings with respect thereto.

7.3 No amendment or modification of this Agreement shall be valid or binding unless made in writing and signed by both Parties.

7.4 No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving Party. No waiver of any provision shall constitute a waiver of any other provision or a continuing waiver.

7.5 If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The Parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original intent of the invalid provision.

7.6 Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, or employment relationship between the Parties.

7.7 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement. Electronic signatures shall be deemed original signatures for all purposes.

Article 8 / Governing law and dispute resolution

8.1 This Agreement shall be governed by and construed in accordance with the laws of the Netherlands, without regard to its conflict of law principles.

8.2 Any dispute arising out of or in connection with this Agreement, including any disputes regarding its existence, validity, or termination, shall be submitted to the exclusive jurisdiction of the competent court in Amsterdam, the Netherlands.

Article 9 / Digital acceptance

9.1 This Agreement is entered into digitally. By accepting the associated proposal through the SevenLab quoting platform, the Counterparty agrees to be bound by the terms of this Agreement.

9.2 Digital acceptance constitutes a valid and binding signature under applicable law, including the European eIDAS Regulation (EU No 910/2014) and Dutch law.

9.3 The date of acceptance, identity of the signatory, and an immutable audit trail are recorded and stored by SevenLab as proof of agreement. A copy of the signed proposal, including this Agreement, is provided to both Parties upon acceptance.