Non-Disclosure Agreement

01Parties

1.1 Disclosing Party

Referred to as the “Company” or “Disclosing Party”.

1.2 Receiving Party

The individual or legal entity identified in the electronic acceptance record generated at the moment of acceptance of this Agreement (the “Receiving Party” or “you”). Each a “Party”, together the “Parties”.

02Definitions

• “Affiliate” — any entity controlling, controlled by, or under common control with a Party.
• “Confidential Information” — any non-public information disclosed by the Company in any form in connection with the Purpose, and any notes or derivative materials prepared from it. Information is Confidential Information whether or not marked as such, provided a reasonable person would understand it to be confidential from its nature or the circumstances of disclosure.
• “Purpose” — your evaluation of a potential investment in, strategic partnership with, or pilot deployment of the VENDOR.Energy™ technology, and related due diligence.
• “Representative” — your directors, officers, employees, legal counsel, accountants and financial advisers who have a need to know for the Purpose and are bound by written confidentiality obligations no less protective than those in this Agreement.
• “Trade Secret” — Confidential Information qualifying as a trade secret under Article 2(1) of Directive (EU) 2016/943 and Law No. 11/1991 on unfair competition (Romania). The Company may identify specific items as Trade Secrets by written notice or labelling.

03Purpose and scope

3.1 Purpose

The Company is willing to disclose Confidential Information solely to enable you to evaluate the Purpose. You may not use Confidential Information for any other purpose, directly or indirectly, and specifically not for any commercial, competitive, research, publication or speculative activity.

3.2 No offer or solicitation

04Confidential Information

4.1 Scope

Confidential Information includes, without limitation:

• non-public technology validation data, raw test telemetry, internal methodology and characterisation results beyond what is published on https://vendor.energy;
• financial projections, valuation models, capitalisation table, investment terms and milestone structures;
• identities of pilot partners, suppliers, potential customers, advisors and personnel not listed on the public website;
• non-public elements of the patent prosecution strategy — the patent publications themselves (including WO2024209235 and ES2950176) are public and are not Confidential Information;
• strategic plans, roadmaps and timelines;
• the data-room structure, document indices, access credentials, evaluation protocols, and disclosure sequencing not made public by the Company;
• any other information a reasonable person would understand to be confidential from its nature or the circumstances of disclosure.

4.2 Exclusions

Confidential Information does not include information which: (a) is or becomes publicly available without breach of this Agreement; (b) was rightfully in your possession, free of confidentiality duty, prior to disclosure, as evidenced by contemporaneous records; (c) is lawfully obtained from a third party entitled to disclose it; (d) is independently developed by you without use of Confidential Information, as evidenced by written records; or (e) is required to be disclosed pursuant to Section 5.5.

05Obligations of the Receiving Party

5.1 Non-use

You shall use Confidential Information exclusively for the Purpose. You shall not use it, directly or indirectly, to compete with the Company, to replicate or reverse-engineer its technology, to file any patent or other intellectual property application, for any trading, hedging or speculative activity related to the Company, its Affiliates or counterparties, or for any model training, dataset creation, benchmarking, fine-tuning or other machine-learning, artificial-intelligence or automated-analytics use.

5.2 Non-disclosure

You shall keep Confidential Information strictly confidential and shall not disclose it to any person, except to Representatives in accordance with Section 5.4. You remain responsible for acts and omissions of your Representatives as if they were your own.

5.3 Standard of care

You shall protect Confidential Information with at least the degree of care you use for your own comparable information, and in no event less than reasonable care, including need-to-know access control and secure storage.

5.4 Permitted disclosures

You may disclose Confidential Information only: (a) to Representatives on a need-to-know basis under equivalent obligations; (b) with the Company’s prior written consent; or (c) as legally required, subject to Section 5.5.

5.5 Legal compulsion

If you become subject to a legal or regulatory requirement to disclose Confidential Information, you shall — to the extent legally permitted — promptly notify the Company in writing before disclosure, cooperate with the Company’s reasonable efforts to limit disclosure scope, and disclose only that portion you are legally compelled to disclose.

06Anti-circumvention

For twenty-four (24) months from acceptance of this Agreement, you shall not — and shall procure that your Affiliates and Representatives shall not — directly or indirectly contact, solicit, negotiate with, or transact with any pilot partner, supplier, customer, advisor or individual whose identity was disclosed as Confidential Information, in connection with the Company’s technology, without the Company’s prior written consent. This does not restrict legitimate business contacts you can demonstrate were established independently of any disclosure under this Agreement.

07No warranty; no licence; feedback

7.1 As-is

Confidential Information is provided “as is”. The Company makes no representation or warranty, express or implied, as to its accuracy, completeness or sufficiency, and has no liability arising from your reliance on it. Any investment or commitment decision rests on your own independent assessment and on definitive agreements.

7.2 No licence or transfer

No right or licence, express or implied, in any patent, copyright, trade mark, know-how, Trade Secret or other intellectual property of the Company is granted by this Agreement or by any disclosure of Confidential Information. Title in Confidential Information remains with the Company.

7.3 Feedback

If you provide the Company with suggestions, comments or feedback relating to the technology (“Feedback”), you grant the Company a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable licence to use and exploit the Feedback for any purpose, without obligation of attribution or compensation. This Section 7.3 operates as a licence under Article 41 of Romanian Law No. 8/1996, and not as an assignment of authorship rights.

08Return and destruction

Upon the Company’s written request, or within ten (10) business days after termination, you shall — at the Company’s option — return or permanently destroy all Confidential Information and derivative materials, and provide signed written certification. You may retain one archival copy held by legal counsel to evidence compliance, and copies on routine backups not readily accessible; both remain subject to this Agreement while they exist.

09Remedies

9.1 Injunctive relief

You acknowledge that breach of this Agreement may cause the Company harm that cannot be adequately compensated in damages alone. The Company is therefore entitled to seek injunctive relief (including precautionary measures under Articles 978–979 of the Romanian Code of Civil Procedure) to prevent or restrain a breach, without prejudice to any other remedy and without the requirement to prove actual loss or post security, to the extent permitted by the court.

9.2 Damages

You are liable for the actual damages the Company suffers as a direct and foreseeable consequence of a breach, including loss of bargain, costs of investigation and mitigation, and legal fees to the extent recoverable under Articles 451–455 of the Romanian Code of Civil Procedure.

9.3 Liquidated damages (clauză penală)

In addition to injunctive relief (§9.1) and recoverable legal costs (§9.4), and in lieu of proving actual damages where the Company elects, the Parties agree the following sums, for each distinct breach event, as a genuine pre-estimate of loss under Article 1538 of the Romanian Civil Code:

These amounts are calibrated to harm reasonably foreseeable for a pre-commercial deep-tech project at TRL 5–6 and are not manifestly excessive within Article 1541 of the Romanian Civil Code. For any single breach event, the Company may recover either the liquidated amount or actual damages (where actual damages are higher) — not both cumulatively. Injunctive relief (§9.1) and legal costs (§9.4) remain available in addition.

9.4 Legal costs

The prevailing Party in any proceeding arising from this Agreement may seek recovery of reasonable legal fees and costs, to the extent awarded by the competent court in accordance with Articles 451–455 of the Romanian Code of Civil Procedure.

10Term and survival

10.1 Term

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

10.2 Survival

11Data protection

The Company acts as controller of personal data provided in connection with this Agreement (identity, acceptance record, contact details), on the legal bases of contract performance and legitimate interest under Article 6(1)(b) and (f) GDPR. Acceptance records are retained for six (6) years after termination or, where no termination notice is given, six (6) years from the last disclosure or access under this Agreement, for evidential purposes.

Any KYC/AML verification, investor identity and eligibility verification, or due-diligence screening performed prior to data-room access is governed by a separate KYC/AML Privacy Notice, presented as a distinct informational instrument. Its legal bases under GDPR rest on pre-contractual steps (Article 6(1)(b)) and legitimate interest in investor verification (Article 6(1)(f)), and, where and to the extent applicable, legal obligations under Romanian Law No. 129/2019; specific consent applies only to discrete processing operations where required. This Agreement does not itself authorise processing of data within Articles 9 or 10 GDPR.

Full information on data subject rights, recipients, transfers and complaints is available in the VENDOR.Energy Privacy Policy at https://vendor.energy/privacy-policy/. Contact: info@vendor.energy.

12Governing law and jurisdiction

This Agreement is governed by Romanian law, excluding its conflict-of-laws rules. The courts of Bucharest, Romania have exclusive jurisdiction, subject only to the Company’s right to seek urgent injunctive or precautionary relief before any court of competent jurisdiction where a breach is occurring or threatened. The English version is authoritative; any translation is for convenience only.

13Dispute resolution

Before commencing litigation, the complaining Party shall send written notice of the dispute. The Parties shall then attempt to resolve it in good faith for thirty (30) days; either Party may propose mediation. This Section does not restrict the Company’s right to urgent injunctive or precautionary relief under Section 9.1.

14General

14.1 Notices

Notices to the Company: Legal Department, MICRO DIGITAL ELECTRONICS CORP S.R.L., Splaiul Unirii nr. 16, Office 705, Bucharest, Sector 4, Romania, copy to info@vendor.energy. Notices to you: the email address associated with your acceptance record. Formal service of judicial documents shall be made in accordance with Regulation (EU) 2020/1784, the Hague Service Convention or other applicable procedural law, and not by email alone.

14.2 Assignment

The Company may assign this Agreement to an Affiliate or to a successor in a merger, restructuring or sale of substantially all assets. You may not assign without the Company’s prior written consent. This Agreement binds successors and permitted assigns.

14.3 Waiver and severability

No waiver is effective unless in writing; delay in enforcement is not waiver. If any provision is held invalid, the remainder continues in force, and the invalid provision is replaced by a valid one closest to its original purpose.

14.4 Entire agreement

This Agreement constitutes the entire agreement between the Parties on the subject matter of confidentiality and supersedes all prior understandings on that subject. The Privacy Policy and the KYC/AML Privacy Notice referenced in Section 11 are informational notices under Articles 13 and 14 GDPR and do not form part of this Agreement.

14.5 No partnership

Nothing in this Agreement creates a partnership, agency, joint venture or fiduciary relationship between the Parties.

14.6 Force majeure

Neither Party is liable for delay or non-performance (other than the obligations in Section 5, which are absolute except as excused by law) caused by events beyond its reasonable control, per Article 1351 of the Romanian Civil Code.

14.7 Electronic execution

This Agreement may be executed by electronic acceptance, which constitutes an electronic signature under Article 25 of Regulation (EU) No. 910/2014 (eIDAS).

15Acceptance