This Non-Disclosure Agreement (hereinafter "Agreement") is made between SolutionSync GmbH, Rothusstrasse 23, CH-6331 Hünenberg and You as the User (hereinafter "Prospective Buyer").

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The parties intend to engage in discussions concerning the sale of assets of a company (hereinafter "Company"). In the course of these discussions, it may be necessary to disclose confidential and proprietary business, financial, and technical information about the Company (hereinafter "Confidential Information") to the Prospective Buyer. The intention to sell the Company shall also be considered Confidential Information.

The confidentiality obligations under this Agreement shall not apply to information that: (i) was demonstrably already publicly known or became publicly available without breaching this Agreement; (ii) was already in the written possession of the Prospective Buyer on the date of its disclosure as Confidential Information; or (iii) was lawfully disclosed to the Prospective Buyer by a third party without a confidentiality obligation.

The Prospective Buyer declares that the information from the exposé is requested in their own name and for their personal benefit, and undertakes to:

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• Use the Confidential Information and documents exclusively for the purpose of evaluating a potential acquisition;

• Return all received Confidential Information and documents to SolutionSync GmbH upon project completion and destroy any copies made, whereby the confidentiality obligations shall remain in force even after such return or destruction;

• Not contact the seller of the Company, its employees, customers, suppliers, landlords, or authorities, or engage in direct contractual negotiations, without the prior written consent of SolutionSync GmbH;

• Keep the Confidential Information and documents strictly confidential and take all necessary measures to prevent unauthorized access. The obligation of confidentiality also applies to employees, affiliated companies, licensees, consultants, and clients;

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Any breach of this Confidentiality Agreement shall render the Prospective Buyer liable for damages. A minimum compensation of CHF 20,000 shall be due per instance of breach.

The Prospective Buyer acknowledges that, until the conclusion of a definitive, written purchase agreement, each party is entitled at any time and without stating reasons to change or discontinue the process concerning the project and to terminate discussions or negotiations. Each party shall bear its own costs.

Should the Prospective Buyer, now or at a later time, request information via email, SMS, postal mail, or telephone concerning other projects of SolutionSync GmbH, by requesting such information, the Prospective Buyer agrees that the obligations contained in this Confidentiality Agreement shall also apply to all other properties of SolutionSync GmbH.

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SolutionSync GmbH may amend this Confidentiality Agreement at any time without notifying the user of the Confidential Information.

 

Should any provision of this Confidentiality Agreement be deemed invalid, the legal validity of the remaining provisions shall remain unaffected.

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This Confidentiality Agreement shall be governed by Swiss law. The exclusive place of jurisdiction shall be CH-6331 Zug.

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