Confidentiality Agreement

01 Parties

1.1 The company

Name

MICRO DIGITAL ELECTRONICS CORP S.R.L.

Legal form

Societate cu Răspundere Limitată (S.R.L.)

Brand

VENDOR.Energy™

Registered office

Splaiul Unirii nr.16, etajul 10, cam 6/2

Tax identification number (CUI)

50047468

European Union trade mark

EUTM 019220462 (Registered)

Contact for this agreement

info@vendor.energy, subject line: [NDA]

Referred to below as the Company.

1.2 The receiving party

The natural or legal person identified in the acceptance record created when this agreement is accepted. Referred to below as you.

The Company and you are each a Party and together the Parties.

1.3 Electronic acceptance

By ticking the acceptance box and submitting the form you confirm that you have read and understood the text of the agreement, that you have full legal capacity and, where you act on behalf of a legal person, due authority. By performing that action you express your consent to this agreement in electronic form.

Under Article 25 of Regulation (EU) No 910/2014 (eIDAS) as amended by Regulation (EU) 2024/1183, an electronic signature may not be denied legal effect or admissibility as evidence solely on the ground that it is in electronic form or that it does not meet the requirements for a qualified electronic signature.

For each acceptance the Company creates a separate electronic record allowing the fact, the time and the content of the acceptance to be established. The record contains a unique acceptance identifier, a UTC timestamp, the identifying and contact details supplied on acceptance, the IP address, user-agent information, the version of the agreement, a cryptographic hash of the accepted text and the exact wording of the confirmation.

The integrity of the record and its link to the accepted revision of the agreement are protected by technical and organisational measures. Where an email address is confirmed through a separate procedure, or where acceptance is made through a verified account, the corresponding identifier is also included in the acceptance record.

02 Definitions

Affiliate

A person controlling a Party, controlled by a Party, or under common control with a Party.

Confidential Information

Any non-public information disclosed by one Party to the other in any form in connection with the Purpose, together with notes and derivative material prepared from it. Information is confidential whether or not it carries a marking, where a reasonable person would treat it as confidential given its nature or the circumstances of disclosure.

Purpose

Evaluation of a possible investment, strategic partnership or pilot deployment of the VENDOR.Energy™ technology, and the diligence associated with it.

Representative

A director, officer, employee, partner, investment committee member, or professional legal, financial, tax or technical adviser of a Party who needs the information for the Purpose and who is bound by written confidentiality obligations no less strict than those in this agreement.

Trade Secret

Confidential Information meeting the criteria of a trade secret within the meaning of Article 2(1) of Directive (EU) 2016/943 and of Law No 11/1991 on unfair competition as amended by Government Emergency Ordinance No 25/2019. The Company may designate specific material as a trade secret by marking or by written notice.

Co-investors, prospective financing sources, fund investors and other third parties are not Representatives and obtain access only with the prior written consent of the Company.

03 Subject matter and purpose

3.1 Purpose

Confidential Information is disclosed solely for the evaluation of the Purpose. Using it for any other purpose, directly or indirectly, is not permitted, including for commercial, competitive, research, publication or speculative activity.

3.2 No offer

Neither this agreement nor any Confidential Information disclosed under it constitutes an offer, a prospectus, an investment recommendation or an undertaking to enter into a transaction. An investment, a pilot or a partnership is documented in separate agreements.

04 Confidential Information

4.1 Information of the Company

The Confidential Information of the Company includes, in particular:

• non-public validation data, primary test telemetry, internal methods and characterisation results beyond what is published on ;
• financial models and forecasts, valuation, capital structure, transaction terms and the staging of financing;
• information about pilot partners, suppliers, prospective customers, advisers and personnel not named on the public site;
• non-public elements of patent strategy; the patent publications themselves are public and are not Confidential Information, in particular WO2024209235A1 (Published) and ES2950176B2 (Granted);
• strategic plans, roadmaps and timelines;
• the structure of the data room, document registers, access credentials, evaluation protocols and the sequence of disclosure;
• any other information whose confidential character is evident to a reasonable person from its content or from the circumstances of disclosure.

4.2 Information of the receiving party

The Company assumes the same obligations in respect of non-public information you disclose to it in connection with the Purpose, including information about your organisation, funding structure, investment criteria, internal procedures and counterparties.

4.3 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available without breach of this agreement; (b) was lawfully in the possession of the receiving Party without a duty of confidence before disclosure, as shown by records; (c) is lawfully obtained from a third party entitled to disclose it; (d) is developed independently by the receiving Party without use of the Confidential Information, as shown by dated written material created in the ordinary course of business and independently of any dispute; or (e) must be disclosed by law under clause 5.5.

05 Obligations of the Parties

The obligations in this section apply to each Party in respect of the Confidential Information of the other Party.

5.1 Use

Confidential Information is used only for the Purpose. It may not be used, directly or indirectly, to compete with the disclosing Party, to file patent or other intellectual property applications, or for trading, hedging or speculative activity relating to the disclosing Party, its Affiliates or its counterparties.

Reverse engineering. The receiving Party may not analyse, decompile, disassemble, reverse engineer, reproduce, reconstruct, derive or otherwise determine the composition, construction, circuit design, operating parameters or manufacturing technology of, nor benchmark for the purpose of replicating, the technology of the disclosing Party or any samples, assemblies or materials provided.

Artificial intelligence and external processing. The Confidential Information of the Company may not be entered into, uploaded to, transmitted to or otherwise made available to artificial intelligence systems, machine learning systems, generative models, automated analysis tools or external data processing services without the prior written consent of the Company, irrespective of the confidentiality regime of such a service, its terms of use, the absence of model training on the data supplied, or the service being under the control of the receiving Party.

The Confidential Information of the other disclosing Party may be subject to such processing only in accordance with the confidentiality obligations applicable to it and solely for the Purpose.

Ordinary corporate storage, transmission and backup facilities that do not analyse the content of Confidential Information in order to build their own models, datasets or benchmark sets may be used.

Residuals. Information retained in the memory of the receiving Party or its Representatives, including so-called residuals, is not excluded from the definition of Confidential Information and may not be used other than for the Purpose.

5.2 Non-disclosure

Confidential Information is not disclosed to any person other than Representatives under clause 5.4. Each Party is responsible for the acts and omissions of its Representatives as if they were its own.

5.3 Standard of care

Confidential Information is protected with no less care than the receiving Party applies to its own information of comparable value, and in any event with reasonable care, including restricting access to persons who need the information and keeping it in secure storage.

5.4 Permitted disclosures

Disclosure is permitted only: (a) to Representatives who need the information for the Purpose, on equivalent terms; (b) with the prior written consent of the disclosing Party; or (c) where required by law under clause 5.5.

Disclosure to an Affiliate is permitted only where four conditions are met at the same time: the disclosure is necessary for the Purpose; the Affiliate is bound by confidentiality obligations no less strict than this agreement; its involvement has been disclosed to the Company in advance; and the receiving Party is liable for its breaches as for its own. Affiliates obtain no automatic access.

5.5 Disclosure required by law

Where a Party is required by law or by a competent authority to disclose Confidential Information, it shall, so far as the law allows, give the other Party prior written notice, assist that Party’s reasonable efforts to limit the scope of disclosure, and disclose only the part of the information that must be disclosed.

5.6 Mandatory law carve-out

Nothing in this agreement prohibits a disclosure that cannot be restricted by contract under applicable mandatory law, including a legally protected report of a suspected violation of law made to a government authority or to legal counsel. To the extent that 18 U.S.C. §1833(b) applies to the receiving Party, this agreement does not limit the immunity provided by that provision.

06 Non-circumvention

For twenty-four (24) months from acceptance of this agreement you will not, and will procure that your Affiliates and Representatives do not, circumvent the Company by entering, directly or indirectly, into a transaction or into negotiations for a transaction connected with an opportunity, technology or commercial relationship disclosed by the Company, with any person whose identity, role, contact details or existing relationship with the Company became known to you, directly or indirectly, as a result of disclosure by the Company, without the prior written consent of the Company.

The restriction does not apply to business contacts and relationships whose existence independently of disclosure under this agreement you can evidence by dated material.

07 Warranties, rights and feedback

7.1 No warranty

Confidential Information is provided as is. The disclosing Party makes no representation or warranty as to its accuracy, completeness or sufficiency and is not liable for the consequences of the receiving Party relying on it. An investment decision is made on the basis of your own assessment and of the agreements concluded.

7.2 No licence

Neither this agreement nor any disclosure under it grants any right or licence, express or implied, in the patents, copyright, trade marks, know-how, trade secrets or other intellectual property of the disclosing Party. All rights in the Confidential Information remain with the disclosing Party.

7.3 Feedback

Where you provide the Company with comments, suggestions or other feedback on the technology, you grant the Company a non-exclusive, worldwide, perpetual, irrevocable, royalty-free and sublicensable licence to use that feedback for any purpose, without an obligation of attribution or payment. The moral rights of the author are not affected and are not transferred by this clause.

08 Return and destruction

On the written request of the disclosing Party, or within ten (10) business days after termination of the agreement, the receiving Party shall, at the disclosing Party’s election, return or irretrievably destroy the Confidential Information and any derivative material, and shall confirm this in writing on request.

One archival copy may be retained by legal counsel to evidence compliance, together with copies held in routine backups that are not directly accessible. For as long as such copies exist they remain subject to this agreement.

09 Remedies

9.1 Injunctive relief

The Parties acknowledge that a breach of this agreement may cause harm that cannot be adequately compensated by an award of damages. The affected Party may seek interim and provisional measures, including the measures provided for in Articles 978 and 979 of the Romanian Code of Civil Procedure, without prejudice to any other remedy.

9.2 Damages

Subject to clause 9.3, the Party in breach is liable for the actual loss caused as a direct and foreseeable consequence of the breach, including loss of profit arising from the transaction, the cost of investigation and the cost of mitigation.

9.3 Contractual penalty (clauză penală)

In addition to injunctive relief under clause 9.1 and to the recovery of legal costs under clause 9.4, and in place of proving actual loss where the Company so elects, the Parties have agreed the following amounts for each separate instance of breach concerning the Confidential Information of the Company, as amounts agreed in good faith as an advance assessment of loss within the meaning of Article 1538 of the Romanian Civil Code.

The Parties acknowledge that the character and the consequences of such breaches may differ substantially, that the precise amount of loss caused to the Company may be difficult to determine in advance, and that the agreed amounts reflect the differing gravity of the categories of breach, the commercial value of the protected information and the potential consequences of losing its confidentiality.

The Company has the right to elect between the contractual penalty and proven damages. For one and the same instance of breach the Company recovers either the penalty or the actual loss if it is higher, but not both. Injunctive relief and legal costs remain available in addition.

For a breach by the Company of its obligations in respect of your Confidential Information, the Company is liable for actual loss; the contractual penalty does not apply in that case.

9.4 Legal costs

The successful Party may recover reasonable legal costs to the extent awarded by the competent court in accordance with Articles 451 to 455 of the Romanian Code of Civil Procedure.

10 Term and survival

10.1 Term

The agreement takes effect on your electronic acceptance and continues until terminated by either Party on thirty (30) days’ written notice.

10.2 Survival

11 Personal data

The Company is the controller of the personal data provided in connection with this agreement, namely identifying details, the acceptance record together with its technical parameters, and contact details. The legal basis for processing is performance of the agreement or the taking of pre-contractual steps under Article 6(1)(b) of the General Data Protection Regulation, to the extent that the data subject is a party to the relationship concerned, together with the legitimate interest of the Company under Article 6(1)(f): concluding, administering and evidencing the agreement, and protecting Confidential Information and legal claims.

Acceptance records are retained for six (6) years after termination of the agreement or, where no notice of termination is given, for six (6) years from the last disclosure or access, for evidential purposes.

Verification of identity and of entitlement to access investor material, together with the related procedures preceding access to the data room, are described in the separate KYC/AML Notice and are not governed by this agreement. Full information on data subject rights, recipients, transfers and how to complain is set out in the Privacy Policy.

This agreement is not in itself a basis for processing data falling under Article 9 or Article 10 of the General Data Protection Regulation.

12 Governing law, jurisdiction and disputes

The agreement is governed by the law of Romania, excluding its conflict-of-law rules. The courts of Bucharest, Romania have exclusive jurisdiction. The Company nevertheless retains the right to seek urgent interim and provisional measures before any competent court in the place where a breach occurs or is threatened. Mandatory protective rules that cannot be derogated from by agreement are not affected by this clause.

Before commencing proceedings, a Party shall give the other written notice of the dispute, after which the Parties shall attempt in good faith to resolve it within thirty (30) days; either Party may propose mediation. This paragraph does not restrict the right to urgent interim relief under clause 9.1.

The English version prevails; translations into other languages are provided for convenience.

13 General

Notices. To the Company at Splaiul Unirii nr.16, etajul 10, cam 6/2 with a copy to info@vendor.energy. To you at the email address associated with your acceptance record. Service of judicial documents is effected in accordance with Regulation (EU) 2020/1784, the Hague Service Convention or other applicable procedural law, and not by email as the sole method.

Assignment. The Company may assign this agreement to an Affiliate or to a successor in a merger, reorganisation or disposal of all or a substantial part of its assets. You may assign this agreement only with the prior written consent of the Company. The agreement binds successors and permitted assignees.

Waiver and severability. A waiver is effective only in writing; delay in exercising a right is not a waiver. The invalidity of one provision does not affect the others; an invalid provision is replaced by a valid one closest to it in meaning.

Entire agreement. This agreement contains the entire understanding of the Parties on the subject of confidentiality and supersedes prior understandings on that subject. The Privacy Policy and the KYC/AML Notice are information documents for the purposes of Articles 13 and 14 of the General Data Protection Regulation and do not form part of this agreement.

No partnership. This agreement does not create a partnership, agency, joint venture or fiduciary relationship between the Parties.

Force majeure. A Party is not liable for delay or non-performance caused by circumstances beyond its reasonable control within the meaning of Article 1351 of the Romanian Civil Code. The obligations in Section 05 are excluded from this rule and apply unconditionally, save where relief from them follows from the law.

14 Acceptance

By ticking the acceptance box and submitting the form you confirm that you have read, understood and accept this Confidentiality Agreement.

For each acceptance the Company creates an electronic record in accordance with clause 1.3, linking the act of acceptance to a specific revision of the agreement and retained for evidential purposes.