THIS AGREEMENT is entered into by and between:

1. unival group GmbH, Mildred-Scheel-Str. 2 | 53175 Bonn, Germany, represented by Mr. David

Vollmar, (hereinafter referred to as “UNIVAL”)

and

2. The individual or legal entity accepting this Agreement electronically via the website

(hereinafter referred to as the “Recipient”).

UNIVAL and the Recipient are hereinafter referred to individually as a “Party” and collectively

as the “Parties”.

PREAMBLE

Whereas the Parties intend to exchange information in connection with initial enquiries,

negotiations, technical discussions, due diligence, and any potential business relationship,

including all communications by email, meeting, document exchange, or electronic systems,

concerning any products, services, solutions, or projects disclosed by UNIVAL (“Purpose”);

Whereas in order to further or accomplish the Purpose, either Party (the “Disclosing Party”)

may disclose to the other Party (the “Receiving Party”) certain proprietary or confidential

information and documents, and the Parties wish to avoid any misuse or unauthorized

disclosure of such information.

Now therefore, the Parties agree as follows:

ELECTRONIC ACCEPTANCE AND IDENTITY DECLARATION

By accepting this Agreement electronically, the Recipient confirms that:

a) the information submitted via the website is truthful and complete

b) the person accepting the Agreement has authority to bind the Recipient if acting on behalf

of an organization

c) the Recipient agrees to be legally bound by all provisions of this Agreement.

d) electronic acceptance shall have the same legal effect as handwritten signature.

1. CONFIDENTIAL INFORMATION

1.1 Confidential Information

For the purposes of this Agreement, “Confidential Information” means any data or information that is proprietary to or controlled by a Party or its Affiliates, as defined in clause 1.4 below, that is not already in the public domain or generally accessible, whenever and however disclosed, including, but not limited to:

a.  any scientific or technical information, products, inventions, processes, procedures, formulas, improvement solutions, technologies or methods;

b.  any concepts, samples, reports, data, know-how, works-in-progress, designs, drawings, photographs, development tools, software specifications, software programs, source code, object code, flow charts, and databases;

c.  any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the Party’s past, present or future business activities, or those of its Affiliates;

d.  Trade Secrets, as defined in clause 1.2 below, plans for products or services, and customer or supplier lists;

e.  any other information that should reasonably be recognized as Confidential Information by the Parties from the circumstances of disclosure or its contents.

1.2  The Parties hereby agree that Confidential Information needs not to be novel, unique,

patentable or copyrightable, or constitute a Trade Secret in order to be considered

confidential and accordingly to be treated as confidential. For the purposes of this

Agreement, “Trade Secrets” shall be defined as information that (i) derives independent

economic value from not being generally known and not be readily ascertainable by

proper means by other parties who can obtain value from its disclosure or use; and (ii)

is the subject of efforts to maintain its secrecy.

1.3. Confidential Information shall be identified either by marking it, in the case of written

materials, or, in the case of information that is disclosed orally or written materials that

are not marked, by notifying the other Party of the confidential nature of the information.

Such notification shall be done in writing. Confidential Information protected as a Trade

Secret shall be explicitly identified as such at the time of disclosure.

1.4. For the purposes of this Agreement “Affiliate” shall mean any corporation or other

business entity that controls, is controlled by, or is under common control with the

Receiving Party. “Controls”, “control”, or “controlled” as used in this Agreement means

direct or indirect ownership of more than fifty percent (50%) of the voting stock of such

corporation or business entity, or more than a fifty percent (50%) interest, direct or

indirect, in the decision-making authority of such other corporation or business entity

2. EXEMPTIONS

2.1 The obligations of the Receiving Party under this Agreement shall not apply to, and the term Confidential Information shall exclude, information for which the Receiving Party can demonstrate by appropriate documentation that it

(a) was known to the Receiving Party prior to the time it was received pursuant to this Agreement; or

(b) was already publicly available at the time of disclosure or became publicly available thereafter without the Receiving Party having breached the terms of this Agreement; or

(c) was disclosed to the Receiving Party by an independent source having the right to disclose the same; or

(d) has come to the attention of the Receiving Party by means other than a breach of this Agreement; or

(e) was independently developed by an employee of the Receiving Party who had no access to the Confidential Information of the Disclosing Party.

2.2. Information shall not be excepted from the Receiving Party's obligations under this Agreement under the exceptions of clause 2.1 merely because such information is embraced by more general or generic information which is in the public domain or available from a third party, or if it can only be reconstructed from information taken from multiple sources, none of which individually shows the whole combination, with matching degree of specificity, its principle of operation and/or the relevant use or method of use, as applicable.

2.3. The obligations of the Receiving Party under this Agreement shall also not apply in the event that the Receiving Party is required to communicate the Confidential Information to any judicial, administrative, regulatory authority or similar, or is obliged or permitted to reveal such information by mandatory law. In such a case and to the extent permitted by applicable law, the Receiving Party shall promptly notify the Disclosing Party of the terms of such disclosure and shall collaborate to the extent practicable with the Disclosing Party in order to comply with the order and preserve the confidentiality of the Confidential Information so that the Disclosing Party may seek measures to maintain the confidentiality of its Confidential Information. To the extent that no other protective measures are taken, the Receiving Party shall disclose only such Confidential Information which must be disclosed by it in a judicial or administrative proceeding and use its best endeavors to ensure that the Confidential Information disclosed is treated as far as possible in accordance with this Agreement.

3. DUTY OF CONFIDENTIALITY AND PROTECTIVE MEASURES

3.1 Each of the Parties, as the Receiving Party, hereby promises and agrees to receive and

hold Confidential Information in confidence, and to protect and safeguard Confidential

Information against unauthorized use or disclosure using at least the same degree of

care as the Receiving Party accords to its own confidential information of like

importance, but in no case less than reasonable care and shall use all Confidential

Information solely for the Purpose of this Agreement.

3.2 Without limiting the generality of the foregoing, each Party, as the Receiving Party, further

promises and undertakes:

(a) not to, directly or indirectly, in any way, disclose, make accessible, reveal, report,
publish, disseminate or transfer the Disclosing Party’s Confidential Information to
any of its and its Affiliates officers, agents, directors and employees other than
those who necessarily need to know such information in order to fulfil their duties
in connection with the Purpose ("Authorized Recipients"). The Receiving Party shall
inform the Authorized Recipients of the confidentiality of the information made
available and shall impose on them, by written agreement, the same obligation of
confidentiality that it undertakes itself by this Agreement. Furthermore, the
Receiving Party shall ensure that only secure information transmission and
communication channels are used when passing on Confidential Information to
Authorized Recipients. The Receiving Party shall further ensure that the obligations
contained in this Agreement are observed and assumes liability for any breach of
the terms and conditions of this Agreement by the Authorized Recipients;

(b) in case a third party has a legitimate need to know such Confidential Information in
order to carry out the Purpose of this Agreement, the Receiving Party shall obtain a
prior written confirmation of the Disclosing Party before such Confidential
Information is being disclosed to the relevant third party;

(c) to use the Confidential Information solely for the Purpose as defined in the Preamble
of this Agreement and not for any other own purpose or for its own benefit; in
particular, the Receiving Party shall refrain from exploiting or imitating the
Confidential Information itself in any way (in particular by way of so-called "reverse
engineering") or having it exploited or imitated by third parties outside of the Purpose.
Reverse engineering includes all actions, including observing, testing, decoding,
examining, assembling and, if necessary, reassembling, with the aim of obtaining
Confidential Information;

(d) to protect the Confidential Information, insofar as it is stored in electronic form,
against unauthorized access by state-of-the-art electronic security measures
(firewalls, password protection, encryption of mobile data storage devices etc.) and
not to store Confidential Information on data carriers outside the business
operations of the Receiving Party;

(e) to protect the Confidential Information, insofar as it is stored in physical form
(printouts, plans, sketches, recordings from meetings, drawings on flipcharts)
against unauthorized access at any time by physical measures (use of safes,
lockable filing cabinets or rooms, etc.);

(f) to keep all documents and materials containing Confidential Information separate
from all other documents, materials and records and in such a way that they are
identifiable as Confidential Information and/or Trade Secrets of the Disclosing Party;

(g) not to reproduce or copy Disclosing Party’s Confidential Information except to the
extent necessary to further the Purpose and to ensure when copying the Confidential
Information that any marks on the original documents or materials which indicate
the confidential nature of the information are as legible on the copies as on the
original documents or materials;

(h) to immediately notify the Disclosing Party as soon as it becomes aware of a breach
of confidentiality or any loss or unauthorized leakage of Confidential Information to
unauthorized parties and/or successful external attacks on electronic data
processing systems in which Confidential Information is stored, to investigate such
incidents by all reasonable means, to detect the detention of the Confidential
Information by unauthorized parties, to take legal action against such unauthorized
holders of Confidential Information with the assistance of specialized legal counsel,
and to report regularly to the Disclosing Party on the progress of such actions and
any findings concerning the identity of the unauthorized parties.

3.3 The Parties agree that the obligations of the Receiving Party and the protective measures
to be taken by it with respect to Confidential Information received or disclosed by the
Disclosing Party under this Agreement constitute reasonable steps under the
circumstances within the meaning of Article 2 No. 1 c) Directive (EU) 2016/943 (Trade
Secrets Directive) or national implementations thereof of and/or Article 39 (2) c) TRIPS
Agreement or under any other regime of legal protection of trade secrets (irrespective of
the term used to refer to trade secrets) applicable in a given jurisdiction where such
appropriate confidentiality measures are a prerequisite to obtain the legal protection of
trade secrets or the legal status of a trade secret.

3.4 Upon the reasonable request of the Disclosing Party, the Receiving Party shall submit a
confirmation document containing the list with

(a) the Confidential Information it received from the Disclosing Party;

(b) the locations in which the Disclosing Party’s Confidential Information is kept; and

(c) the names of the persons to whom the Confidential Information has been disclosed
and their relationship with the Receiving Party or its Affiliates.

3.8.For the avoidance of doubt, this Agreement shall not preclude or limit the independent
development by or on behalf of any Party of any products or systems involving
technology or information of a similar nature to that disclosed hereunder or which
compete with products or systems contemplated by such information, provided that it is
done without use of or reliance upon the other Party’s Confidential Information.

3.9 Confidential Information may be provided through secure website pages, email
communication, documents or systems to which access is granted only after
acceptance of this Agreement.

4. NO RIGHTS GRANTED; NO WARRANTY

4.1 All Confidential Information shall be and remain the absolute property and under the control of the Disclosing Party, and nothing in this Agreement shall be construed expressly or by implication as conferring any right or granting any license in respect of the Confidential Information or any patents, copyrights or other intellectual property rights. The Receiving Party hereby acknowledges and confirms that all present and future intellectual property rights in connection with the Confidential Information are vested exclusively in the Disclosing Party. The Receiving Party shall not seek to register or have registered any intellectual property rights — in particular trademarks, designs, patents or utility models — in respect of the Confidential Information.

4.2 The Parties agree that all Confidential Information shall be provided "as is" and that no warranties or undertakings are made as to the quality of any Confidential Information, including, but not limited to, its fitness for any particular purpose, non-infringement of third party rights, its completeness, correctness or accuracy.

4.3 The Parties are under no obligation under this Agreement to disclose any Confidential Information that the Parties do not intend to disclose. The Disclosing Party shall not be liable to the Receiving Party for any damages suffered by the Receiving Party as a result of the use, whether or not such use is permitted under this Agreement, or its reliance on the completeness and accuracy of the information.

5. RETURN/DESTRUCTION OF CONFIDENTIAL INFORMATION

5.1 The Receiving Party shall promptly return or destroy all copies of the Confidential Information (regardless of the form in which the Confidential Information was reproduced or retained), including all records made in connection with the Confidential Information, either (i) upon completion or termination of the business relationship referred to in this Agreement; or (ii) termination of this Agreement; or (iii) at such time as the Disclosing Party may request it to the Receiving Party. Upon request, the Receiving Party shall confirm in writing the destruction and/or the deletion to the Disclosing Party.

5.2 The Receiving Party shall be permitted to retain documents containing Confidential Information to the extent required by law, provided that the Confidential Information contained in such documents shall be subject to an indefinite obligation of confidentiality and non-use.

6. REMEDY FOR BREACH

Each Party acknowledges and agrees that any breach of this Agreement may cause the other Party immediate and irreparable harm and monetary damages would not be a sufficient remedy for any breach of this Agreement, and that the Disclosing Party shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. The Receiving Party further agrees to waive any requirement for a security or posting of any bond in connection with such remedy.

Such remedy shall not be deemed to be the exclusive remedy for breach of this Agreement, but shall be in addition to all other remedies available at law or equity to the Disclosing Party. The Receiving Party also agrees to reimburse Disclosing Party for all cost and expenses, including reasonable attorneys’ fees, incurred by the Disclosing Party in enforcing the Receiving Party’s obligations hereunder.

7. TERM

7.1 This Agreement shall come into force upon electronic acceptance by the Recipient and has a term of 3 (three) years, unless it is terminated earlier by either Party providing the other thirty (30) days advance written notice.

7.2 The obligations and requirements resulting from this Agreement shall continue to apply between the Parties for a period of 5 (five) years from its termination, save that the obligations and requirements in relation to Confidential Information constituting Trade Secrets shall continue for so long as such information is deemed a trade secret under applicable law.

8. APPLICABLE LAW AND DISPUTE RESOLUTION

8.1 This Agreement shall be governed by and construed in accordance with German law.

8.2 Any dispute, controversy, or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be finally resolved by arbitration administered by the International Chamber of Commerce (ICC) in accordance with the ICC Rules of Arbitration in force at the time of the commencement of the arbitration.

8.3

• Seat of arbitration: Paris, France
• Language: English
• Tribunal: One (1) arbitrator

8.4 The arbitral award shall be final and binding on the Parties and enforceable in any competent jurisdiction. Judgment on the award may be entered by any court having jurisdiction thereof.

9. MISCELLANEOUS PROVISIONS

9.1 Neither Party shall be under any obligation to enter into any further agreement with the other Party or its Affiliates in respect of the Purpose by virtue of this Agreement.

9.2 Nothing in this Agreement shall be construed as creating any agency, collaboration, joint venture or similar business relationship between the Parties.

9.3 Neither Party may assign this Agreement or any of its rights or obligations hereunder without the written consent of the other Party, including in the event of a merger (whether or not the Party is the acquiring or transferring entity), dissolution or winding up.

9.4 If any provision of this Agreement is or becomes invalid, the validity of the remaining provisions shall not be affected. In such a case, the parties are obliged to cooperate in the creation of provisions which most closely approximate to the ineffective provision in a legally effective manner. The above provision shall apply mutatis mutandis insofar as the agreement contains any loopholes.

9.5 Additional agreements, amendments and supplements must be made in writing and signed by both Parties.

9.6 This Agreement is accepted in the version published on the website at the time of acceptance by the Recipient.