Non-Disclosure Agreement

Version 1.0 — As of: March 2026

Mutual Non-Disclosure Agreement

(Geheimhaltungsvereinbarung — NDA)

§ 1 Parties

This Non-Disclosure Agreement (hereinafter "Agreement") is entered into between:

Party A:
CONPORT Services GmbH
Alte Benninghofer Str. 24
44263 Dortmund, Germany
Managing Director: Benjamin Schowe
District Court Dortmund HRB 34231
(hereinafter "Party A")

and

Party B:
[Business Partner — Company Name]
[Address]
[Commercial register and number, if applicable]
Represented by: [Name, Position]
(hereinafter "Party B")

Party A and Party B are each referred to individually as a "Party" and collectively as the "Parties".

The Parties intend to cooperate in connection with the use, distribution, or partnership relating to the SaaS compliance management platform "Aldric" (hereinafter the "Purpose"). In the course of this cooperation it may be necessary to disclose confidential information to the other Party. The Parties therefore agree as follows:

§ 2 Confidential Information

2.1 Definition

"Confidential Information" means all information and materials that one Party (the "Disclosing Party") communicates or makes available to the other Party (the "Receiving Party") in connection with the Purpose of this Agreement, regardless of whether such information is transmitted in writing, orally, electronically, or in any other form. This includes in particular:

• Technical information (e.g., source code, software architecture, algorithms, technical specifications, system documentation)
• Business information (e.g., business strategies, plans, market analyses, competitive intelligence)
• Financial information (e.g., revenues, margins, cost calculations, investment plans)
• Customer data and customer information (e.g., customer lists, customer agreements, customer requirements)
• Product plans, roadmaps, and development plans
• Pricing information and commercial terms
• Personal data within the meaning of the GDPR exchanged in the course of the cooperation
• All other information that is designated as confidential or whose confidential nature is apparent from the circumstances

2.2 Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate:

• is or becomes publicly known at the time of disclosure or thereafter through no fault of the Receiving Party;
• was already lawfully in the possession of the Receiving Party at the time of disclosure without any obligation of confidentiality;
• was received from a third party who was entitled to disclose it and who imposed no confidentiality obligation on the Receiving Party;
• was independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or
• must be disclosed pursuant to a statutory obligation, an administrative order, or a court decision — in such case the Receiving Party shall, to the extent legally permissible, notify the Disclosing Party in advance so that the Disclosing Party may take appropriate protective measures.

§ 3 Obligations of the Parties

3.1 Protection of Confidential Information

Each Party undertakes to protect the Confidential Information of the other Party:

• with the same degree of care it applies to protecting its own confidential information of a similar nature, but in no event less than a reasonable standard of care;
• not to disclose, publish, or otherwise make available to third parties;
• to use exclusively for the agreed Purpose of this Agreement; and
• to safeguard against unauthorized access, loss, or misuse through appropriate technical and organizational measures.

3.2 Restriction of Access

Access to Confidential Information shall be restricted to those employees, consultants, and other representatives of the Receiving Party who require knowledge of such information for the agreed Purpose (need-to-know basis). Such persons shall be bound by equivalent confidentiality obligations prior to receiving access to Confidential Information. The Receiving Party shall be liable for compliance with this Agreement by the persons it involves.

3.3 No Other Uses

The Receiving Party shall not use Confidential Information for its own competitive purposes or in any manner that is detrimental to the Disclosing Party or that exceeds the agreed Purpose of this Agreement.

§ 4 Term

This Agreement shall enter into force upon signature by both Parties and shall remain in effect for an indefinite period as long as the business relationship between the Parties continues. Either Party may terminate this Agreement in writing with 30 days notice to the end of a calendar month.

The confidentiality obligations under § 3 shall survive the termination of this Agreement for a period of three (3) years after the end of the business relationship. The obligations regarding return and destruction under § 5 shall be fulfilled without undue delay upon termination.

§ 5 Return and Destruction

Upon written request by the Disclosing Party or, at the latest, upon termination of the business relationship, the Receiving Party shall, within 30 days, either return all Confidential Information including any copies and extracts to the Disclosing Party or destroy such information in a demonstrable and complete manner.

Destruction shall be confirmed to the Disclosing Party in writing upon request. The confirmation shall describe the nature and scope of the information destroyed.

To the extent that return or destruction is not possible, in whole or in part, due to statutory retention obligations, the relevant information shall remain with the Receiving Party subject to the continued application of the confidentiality obligations of this Agreement for the duration of the applicable statutory retention period.

§ 6 Remedies for Breach

The Parties acknowledge that a breach of the confidentiality obligations of this Agreement may cause irreparable harm to the Disclosing Party for which monetary compensation may not be an adequate remedy. In the event of an actual or threatened breach, the Disclosing Party shall therefore be entitled, in addition to claims for damages, to seek injunctive relief and other equitable remedies without the need to demonstrate specific harm.

The exercise of further statutory rights and remedies shall not be affected by the foregoing.

§ 7 No Grant of Intellectual Property Rights

The disclosure of Confidential Information does not grant the Receiving Party any licenses, rights of use, or other rights in or to the intellectual property, patents, trademarks, copyrights, or other proprietary rights of the Disclosing Party. All rights in and to the Confidential Information remain with the Disclosing Party.

This Agreement does not obligate either Party to disclose specific information to the other Party or to enter into or continue a business relationship.

§ 8 General Provisions

8.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

8.2 Jurisdiction

The exclusive place of jurisdiction for all disputes arising out of or in connection with this Agreement shall be Dortmund, Germany, provided that both Parties are merchants (Vollkaufleute) or no mandatory statutory provision prescribes a different venue.

8.3 Written Form

Amendments and additions to this Agreement require written form. This requirement also applies to any waiver of the written form requirement itself. No oral collateral agreements exist.

8.4 Severability

Should any provision of this Agreement be or become wholly or partially invalid or unenforceable, this shall not affect the validity of the remaining provisions. In place of the invalid or unenforceable provision, that valid and enforceable provision shall be deemed agreed that comes closest to the economic purpose of the invalid provision. The same applies to any gaps in this Agreement.

8.5 Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of confidentiality and supersedes all prior oral or written agreements of the Parties relating to such subject matter.

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Signatures

This Agreement is executed in two counterparts of equal standing. Each Party shall receive one original.

This template NDA is provided for reference purposes only. CONPORT Services GmbH accepts no liability for the legal completeness or suitability of this template for any particular situation. Review by a qualified attorney is recommended before entering into any legally binding agreement.