Mutual Non-Disclosure Agreement

Effective Date: 01. January 2025

This Mutual Non-Disclosure Agreement (this “Agreement”), effective as of the date listed above (“Effective Date”), is entered into by and between Swiss Digitech GmbH (“Company”) located at Neumattstr. 12, 8902 Urdorf, Switzerland, and __________________________________________ (“Counterparty”), located at the address set forth below or otherwise provided to the Company. Each party is referred to individually as a “Party”, and collectively as the “Parties”.

In connection with the disclosure of each Party’s Confidential Information, the disclosing Party is referred to as the “Discloser” and the receiving Party is referred to as the “Recipient”.

1. Purpose

The Parties wish to explore a potential business opportunity of mutual interest (the “Opportunity”). In doing so, the Discloser may share certain confidential technical and business information, which the Discloser desires the Recipient to treat as confidential. Without limiting the foregoing, the Opportunity includes the matters described in the Appendix attached hereto.

2. Confidential Information

2.1 Definition:
“Confidential Information” includes any information disclosed by the Discloser to the Recipient, whether orally, in writing, or by inspection of tangible objects, including but not limited to research, product plans, customer details, software, processes, designs, and financial data.

2.2 Exceptions: Confidential Information does not include information that:

1. Was publicly known or made available without a duty of confidentiality prior to disclosure;
2. Becomes publicly known or generally available without breach of this Agreement by the Recipient;
3. Is obtained from a third party lawfully possessing such information without restriction; or
4. Is independently developed by the Recipient without reference to or use of the Discloser’s Confidential Information.

2.3 Compelled Disclosure: If the Recipient is legally required to disclose Confidential Information, it shall provide prompt written notice to the Discloser and cooperate in seeking a protective order or similar remedy.

3. Non-Disclosure Obligations

The Recipient agrees:

1. Not to disclose or permit the disclosure of Confidential Information to any third party without prior written consent from the Discloser.
2. To limit access to Confidential Information to employees or agents who need to know such information for the Opportunity and who are bound by confidentiality agreements.
3. Not to reverse engineer, decompile, or disassemble any materials containing the Confidential Information.

4. Maintenance of Confidentiality

The Recipient shall use reasonable measures to protect the secrecy and prevent unauthorized use of the Confidential Information. At a minimum, such measures must be equivalent to those the Recipient uses to protect its own highly confidential information.

5. No Obligation

This Agreement does not obligate either Party to proceed with any transaction or relationship. Either Party may terminate discussions at any time.

6. No Warranty

All Confidential Information is provided “AS IS,” and the Discloser makes no warranties regarding its accuracy or completeness.

7. No License

This Agreement does not grant any license to the Recipient under any intellectual property rights of the Discloser.

8. Term

The obligations under this Agreement remain in effect until the Confidential Information becomes publicly available without breach of this Agreement.

9. Remedies

The Recipient acknowledges that unauthorized disclosure of Confidential Information could cause irreparable harm. The Discloser is entitled to seek injunctive relief and all other legal remedies available without the need to post bond or prove damages.

10. Miscellaneous

1. Assignment: This Agreement binds and benefits the Parties and their successors but cannot be assigned by the Recipient without Discloser’s written consent.
2. Governing Law: This Agreement is governed by the laws of Switzerland, without regard to conflict of law principles.
3. Entire Agreement: This document contains the entire agreement between the Parties with respect to its subject matter.
4. Modifications: No modifications to this Agreement are effective unless in writing and signed by both Parties.
5. Counterparts: This Agreement may be executed in counterparts and delivered electronically.

Appendix

(Details of the Opportunity or specific Confidential Information may be added here.)

Signatures

For Swiss Digitech GmbH
Signature: __________________________
Name: __________________________
Title: __________________________
Date: __________________________
Address: Neumattstr. 12, 8902 Urdorf, Switzerland

For Counterparty
Signature: __________________________
Name: __________________________
Title: __________________________
Date: __________________________
Address: __________________________