Mutual non-disclosure agreement

Parties

1.Praexo Services B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid), having its registered office (statutaire zetel) in Rotterdam, with its business address at [---], registered with the Trade Register (Handelsregister) under number [---], duly represented by [---], statutory director (statutair bestuurder) (hereinafter: “Praexo”);

2.company name, a legal form, having its registered office in registered office, with its business address at address, registered with the Trade Register (Handelsregister) under number KvK number, duly represented by name, position (hereinafter: the “Counterparty”);

hereinafter each individually referred to as a “Party” and jointly as the “Parties”.

Recitals

A.The Parties are exploring or carrying out a collaboration, or one Party provides advisory or other services to the other Party, as further described in Article 1.1(c) (the “Purpose”).

B.In connection with the Purpose, the Parties will exchange information with each other that is confidential, commercially sensitive or proprietary, including trade secrets, software, models, data and know-how. Each Party may act as both Discloser and Recipient in this respect, including where one Party performs advisory work for the other.

C.This information represents considerable commercial and strategic value to the Discloser. By means of this agreement, the Parties intend to take reasonable measures to safeguard its confidentiality, also within the meaning of the Dutch Trade Secrets Protection Act (Wet bescherming bedrijfsgeheimen).

D.The Parties record their arrangements in this respect in this mutual non-disclosure agreement (the “Agreement”).

Article 1Definitions

1.1In this Agreement, the following terms have the following meanings:

a.Derived Material: analyses, summaries, notes, compilations, models and other materials prepared by or for the Recipient that contain, reflect or are based on Confidential Information;

b.Trade Secret: information that constitutes a trade secret (bedrijfsgeheim) within the meaning of Article 1 of the Trade Secrets Protection Act;

c.Purpose: exploring, preparing, entering into and performing a collaboration between the Parties or their Group Companies, or advisory or other services provided by one Party or its Group Company to the other Party or its Group Company;

d.Group Company: a legal entity or partnership that is affiliated with a Party in a group (groep) within the meaning of Article 2:24b of the Dutch Civil Code (Burgerlijk Wetboek), regardless of where it is established;

e.Recipient: the Party that receives Confidential Information, or whose Group Company or Representative receives Confidential Information;

f.Discloser: the Party that discloses or causes the disclosure of Confidential Information, including where such information originates from one of its Group Companies;

g.Representatives: directors, employees, contracted personnel and professional advisers (including lawyers, civil-law notaries, accountants and tax advisers) of a Party or of its Group Companies, as well as its (prospective) financiers;

h.Confidential Information: the information described in Article 2;

i.In Writing: by letter or by email to the address and contact person stated at the signatures, or to another address that a Party has notified for that purpose In Writing.

Article 2Confidential Information

2.1Confidential Information means all information, in whatever form, that is made available by or on behalf of the Discloser to the Recipient in connection with the Purpose, or of which the Recipient takes cognisance in connection with the Purpose, before or after the signing of this Agreement, regardless of whether such information has been marked as confidential.

2.2This includes in any event information concerning strategy, business operations, financial data, technology, software, source code, algorithms, models (including model weights and parameters), prompts, datasets, architectures, designs, methodologies, processes, know-how, Trade Secrets, intellectual property, products, services, customers, suppliers, partners, investors, shareholders, pricing, commercial terms, forecasts, analyses, plans and concepts.

2.3The Confidential Information of each Party also includes (a) the existence, content and progress of the discussions and the collaboration between the Parties, (b) the content of this Agreement and (c) Derived Material.

2.4Confidential Information does not include information which the Recipient demonstrates by written evidence:

a.was already public at the time of disclosure;

b.has become public after disclosure, other than through a breach by the Recipient, its Group Companies or Representatives;

c.was already lawfully in the possession of the Recipient, free of any duty of confidentiality, before its disclosure by the Discloser;

d.has been lawfully obtained from a third party free of any duty of confidentiality, provided that such third party does not thereby breach a duty of confidentiality; or

e.has been developed independently by the Recipient, without use of or reference to Confidential Information and by persons who had no access to it.

2.5Information does not fall under an exception in Article 2.4 merely because individual parts of it are public or known to the Recipient. A combination or arrangement of data only falls under an exception if that combination or arrangement itself is public or known.

Article 3Obligations of the Recipient

3.1The Recipient shall:

a.use the Confidential Information solely for the Purpose;

b.keep the Confidential Information secret and exercise at least the same degree of care as for its own most confidential information, and in any event take appropriate technical and organisational security measures;

c.not copy or record the Confidential Information, except to the extent reasonably necessary for the Purpose;

d.disclose the Confidential Information only to Representatives and Group Companies who need to know it for the Purpose, provided that they have been informed in advance of its confidential nature and are bound by confidentiality obligations at least equivalent to those under this Agreement;

e.not use the Confidential Information to obtain, outside the Purpose, any advantage at the expense of the Discloser or its Group Companies; and

f.inform the Discloser In Writing without delay, and no later than 48 hours after discovery, of any unauthorised use of, or unauthorised access to, Confidential Information, and take at its own expense all reasonable measures to limit the consequences thereof.

3.2The Recipient guarantees that its Group Companies and Representatives comply with the obligations under this Agreement. Any act or omission on their part shall be deemed an act or omission of the Recipient.

3.3The Recipient shall disclose source code and model weights only to Representatives whom the Discloser has approved in advance In Writing.

Article 4Software, data and AI

4.1Except with the prior consent In Writing of the Discloser, the Recipient shall not, and shall not permit any other person to:

a.in respect of software, models, prototypes, tools or other materials of the Discloser, except to the extent permitted by mandatory law (dwingend recht):

(i)decompile, disassemble or dismantle them, or derive source code, model weights, system instructions or training data from them; or

(ii)observe, examine or test them, other than for the Purpose, in order to ascertain their composition, functioning or underlying information;

b.use Confidential Information to train, fine-tune, evaluate or improve AI models or systems, or to create embeddings, vector databases or synthetic data from it;

c.input Confidential Information into an AI service of a third party, unless that service contractually guarantees that the input remains confidential, is not used for training or improving models and is not retained longer than necessary for the provision of the service;

d.use Confidential Information to develop or improve a product or service, other than for the Purpose; or

e.circumvent technical security measures or access restrictions of the Discloser.

4.2The Parties acknowledge that Article 4.1 constitutes a legally valid duty to limit the acquisition of Trade Secrets as referred to in Article 3(1)(b) of the Trade Secrets Protection Act.

4.3If the Recipient obtains access to an environment of the Discloser (such as a demo, test or development environment, repository or API), it shall use it only through the accounts provided, by the persons designated for that purpose and for the Purpose. The Discloser may restrict or terminate such access at any time. Login credentials and API keys constitute Confidential Information.

4.4If the Recipient performs advisory work for the Discloser, an engagement In Writing that expressly covers acts as referred to in Article 4.1(a)(i) or (b) shall constitute consent within the meaning of Article 4.1. The Recipient shall perform such acts only in the environment made available for that purpose by the Discloser or agreed in the engagement. The results constitute Derived Material.

4.5If Praexo provides advisory or other services to the Counterparty, Praexo may process Confidential Information of the Counterparty for the Purpose using its own software, platforms and tools and those of its Group Companies, and using AI services of third parties that comply with Article 4.1(c). By way of derogation from Article 4.1(b), Praexo may in doing so create embeddings, vector indexes and evaluations solely for the Purpose. It shall not use Confidential Information of the Counterparty to train or fine-tune models that are used outside the Purpose. Article 8 applies to everything it so creates.

Article 5Personal data

5.1The Parties shall not provide each other with personal data, except to the extent necessary for the Purpose.

5.2To the extent that the Parties provide each other with personal data, each Party is an independent controller and shall comply with the General Data Protection Regulation (GDPR; Algemene verordening gegevensbescherming, AVG) and the Dutch GDPR Implementation Act (Uitvoeringswet AVG).

5.3If a Party processes personal data on behalf of the other Party, the Parties shall, before the processing, enter into a data processing agreement (verwerkersovereenkomst) as referred to in Article 28 GDPR. If the Parties jointly determine the purposes and means of a processing operation, they shall, before the processing, make an arrangement as referred to in Article 26 GDPR.

5.4A Party shall inform the other Party without undue delay, and where possible within 24 hours after discovery, of a personal data breach concerning personal data provided by the other Party, so that the other Party can comply with its notification obligations under the GDPR in a timely manner.

5.5If Praexo, in the course of its services, processes personal data on behalf of the Counterparty, the data processing agreement referred to in Article 5.3 shall be the standard data processing agreement of Praexo (verwerkersovereenkomst), unless the Parties agree otherwise In Writing.

Article 6Term and termination

6.1This Agreement enters into force on the date of signing by the last Party. It also applies to Confidential Information disclosed in connection with the Purpose before that date.

6.2This Agreement is entered into for an indefinite period. Each Party may terminate it In Writing subject to a notice period of one month.

6.3After the end of this Agreement, the obligations regarding Confidential Information disclosed before the end shall remain in force:

a.for Trade Secrets, source code and model weights: for as long as the relevant information constitutes a Trade Secret;

b.for all other Confidential Information: for five years after the end of this Agreement.

6.4The provisions that by their nature are intended to continue after the end of this Agreement, including Articles 7, 8, 9, 11 and 12 to 17 inclusive, shall remain in force after the end.

Article 7Freedom to do business

7.1This Agreement contains no exclusivity, no non-compete clause and no non-solicitation clause in respect of business relations or personnel (relatie- of wervingsbeding). Each Party remains free to do business with whomever it wishes, including (prospective) customers, partners, suppliers, investors and other business relations of the other Party, and to perform work for third parties, including competitors of the other Party.

7.2Each Party may develop products and services similar to those of the other Party, and may continue to use its general knowledge, skills and experience, including general insights gained in the context of the Purpose that cannot be traced back to the other Party or to specific Confidential Information.

7.3Articles 7.1 and 7.2 are without prejudice to the obligations regarding Confidential Information. They do not confer any right to use or disclose Confidential Information, even if it has been retained in the memory of a Party or its Representatives.

Article 8Return and destruction

8.1At the first request In Writing of the Discloser, and in any event upon the end of this Agreement, the Recipient shall within fourteen days return or destroy all Confidential Information and all Derived Material. This also applies to copies in systems, cloud environments, AI tools and vector databases. A director of the Recipient shall confirm this In Writing upon request.

8.2Article 8.1 does not apply to the extent that the Recipient (a) is required to retain a copy under laws or regulations or professional rules, (b) has copies in automatic back-ups that are not actively accessed and are deleted in the normal cycle, (c) retains one archive copy, accessible only for legal or compliance purposes, in connection with an existing or foreseeable dispute, or (d) as an adviser retains the advice, working papers and correspondence necessary to account for the work performed.

8.3This Agreement shall continue to apply in full to information so retained.

Article 9Intellectual property and results

9.1Confidential Information and all rights therein continue to belong to the Discloser or the relevant rights holder. This Agreement does not transfer any intellectual property rights and does not grant any licence, except the limited, non-exclusive and non-transferable right to use Confidential Information for the Purpose.

9.2Each Party retains all rights to its existing knowledge, know-how, methodologies, models, tools, software and other materials, and to what it subsequently develops independently and without use of Confidential Information of the other Party. Methods, frameworks, models and tools that a Party uses or shows in the course of advisory work remain its Confidential Information, even if they are applied to information of the other Party.

9.3The Parties shall record the rights to results that they develop, separately or jointly, in the context of the Purpose in a separate agreement In Writing. As long as no such agreement exists, neither Party shall exploit, disclose or register as an intellectual property right any jointly developed results without the prior consent In Writing of the other Party.

9.4Suggestions and feedback that a Party gives on products or services of the other Party may be used by that other Party freely and without compensation, provided that it does not thereby use or disclose Confidential Information of the first-mentioned Party.

9.5Methods, frameworks, prompts, agents, workflows, models, software, templates and other materials of Praexo and its Group Companies (the “Praexo Materials”), including improvements that Praexo makes to them in the context of the Purpose, continue to belong to Praexo, provided that they do not incorporate any Confidential Information of the Counterparty. Praexo Materials constitute Confidential Information of Praexo.

Article 10Compelled disclosure

10.1If the Recipient is required under laws or regulations, stock exchange rules, a court decision or an order of a competent authority to disclose Confidential Information, it shall, to the extent permitted by law:

a.inform the Discloser thereof In Writing as soon as possible and before the disclosure;

b.consult with the Discloser and provide reasonable cooperation to prevent or limit the disclosure; and

c.disclose no more than it is required to, and where possible request confidential treatment.

10.2This Agreement is without prejudice to the cases referred to in Article 4 of the Trade Secrets Protection Act and does not prevent anyone from reporting a suspected wrongdoing (misstand) to a competent authority.

Article 11No warranties and no obligations

11.1The Discloser provides Confidential Information as available and gives no warranty as to its accuracy, completeness or currency. It is not obliged to update the information. It does, however, warrant that it is entitled to disclose the information for the Purpose.

11.2This Agreement does not oblige either Party to disclose information or to enter into a collaboration, engagement, investment, transaction or other agreement. Each Party may terminate the discussions at any time without being liable to pay any compensation, without prejudice to its obligations under this Agreement.

11.3To the extent that the Parties are (potential) competitors, they shall not exchange competitively sensitive information, such as current or future prices, capacity, customer-specific terms or commercial strategy, unless this is strictly necessary for the Purpose and appropriate safeguards have been put in place.

11.4Analyses, advice, prototypes and other output that Praexo provides before or outside an engagement In Writing, whether or not produced with the aid of AI, are indicative and intended solely for the Purpose. The Counterparty cannot derive any rights from them. Praexo is liable for them only under an engagement In Writing, except in the event of intent or deliberate recklessness (opzet of bewuste roekeloosheid).

Article 12Group Companies

12.1The obligations of the Recipient under this Agreement also apply for the benefit of the Group Companies of the Discloser from which Confidential Information originates. Each Party stipulates this also for the benefit of its Group Companies, which may exercise their rights independently. This third-party stipulation (derdenbeding) is deemed to have been accepted as soon as Confidential Information of the relevant Group Company has been disclosed.

12.2The Parties may amend or terminate this Agreement without the consent of their Group Companies.

Article 13Transfer

13.1Neither Party may transfer its rights or obligations under this Agreement in whole or in part without the prior consent In Writing of the other Party.

13.2Each Party hereby gives its consent and cooperation in advance to the transfer of this Agreement by the other Party to a Group Company in the context of an internal restructuring. The transferring Party shall remain jointly and severally liable (hoofdelijk aansprakelijk) with the acquiring Group Company for the performance of this Agreement and shall inform the other Party In Writing of the transfer.

Article 14Liability and remedies

14.1A Party that fails to perform its obligations under this Agreement is liable for the damage that the other Party and its Group Companies suffer as a result, including loss of profit.

14.2Liability for indirect and consequential damage is excluded, except in the event of breach of Article 3 or 4 and in the event of intent or deliberate recklessness (opzet of bewuste roekeloosheid).

14.3The Parties acknowledge that a breach of this Agreement may cause damage that cannot easily be expressed in money. Each Party retains the right to claim performance, a prohibitory or mandatory injunction and other interim or final relief, including the measures under the Trade Secrets Protection Act.

14.4The defaulting Party shall indemnify the other Party and its Group Companies against claims by third parties to the extent that these result from a breach of this Agreement attributable to it.

Article 15Relationship to other agreements

15.1If the Parties or their Group Companies enter into an engagement, collaboration or other agreement in connection with the Purpose, this Agreement shall continue to apply alongside it. In the event of conflict, this Agreement prevails, unless the other agreement expressly provides that it deviates from this Agreement on a specific point.

15.2General terms and conditions of a Party do not apply to this Agreement.

Article 16Final provisions

16.1Amendments and additions to this Agreement are only valid if both Parties have agreed to them In Writing and have signed them.

16.2If a provision of this Agreement is null and void (nietig), voidable (vernietigbaar) or unenforceable, the remaining provisions shall remain in force. The Parties shall replace the relevant provision with a valid provision that approximates its purpose and intent as closely as possible.

16.3Failure to exercise, or delay in exercising, a right under this Agreement does not constitute a waiver of that right.

16.4This Agreement contains the entire agreement between the Parties concerning the confidentiality of information exchanged in connection with the Purpose, and supersedes any previous arrangements in that respect.

16.5This Agreement may be signed electronically and in separate counterparts. Each signed counterpart shall be deemed an original; together they constitute one agreement.

16.6Each Party shall bear its own costs in connection with this Agreement.