Non-Disclosure Agreement

Introduction‍

This Non-Disclosure Agreement ("Agreement") is entered into on this [Insert Date] by and between:

• GX Flex GmbH, with its registered address at [Insert Address], and Company Registration Number [Insert Number] ("Disclosing Party"),

and

• The user of the GX Flex Platform website, who completes the required forms and provides their name, company name, company registration number, email address, and any other requested information as part of this Agreement ("Receiving Party").

The Receiving Party acknowledges that by digitally accepting this Agreement via the GX Flex Platform, they agree to be bound by the terms of this Agreement. Furthermore, the Receiving Party confirms that all the information provided, including personal details, company information, and contact information, is accurate and truthful. The Receiving Party understands that GX Flex GmbH may require additional KYC (Know Your Customer) or KYB (Know Your Business) verification processes once a request for further information in the data room is made.

IThe Receiving Party hereto desires to participate in discussions regarding a possible cooperation with the Disclosing Party regarding the services and/or products of the latter (the “Purpose”). During these discussions, the Disclosing Party may share certain proprietary information with the Receiving Party. Therefore, in consideration of the mutual promises and covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Definition of Confidential Information. some text
   1. A company is an “Affiliate” of another company or person if one of such companies or persons:some text
      1. Holds a majority of the voting rights in the other;
      2. Is a member of the other and has the right to appoint or remove a majority of its board of directors;
      3. Is a member of the other and controls alone, or pursuant to an agreement with other shareholders or members, a majority of the voting rights in the other; or
      4. If it is an Affiliate of a company which is itself an Affiliate of the other.
   2. For purposes of this Agreement, “Confidential Information” means any data or information that is proprietary to the Disclosing Party and not generally known to the public, whether in tangible or intangible form, in whatever medium provided, whether unmodified or modified by Receiving Party or its Representatives (as defined herein), whenever and however disclosed, including, but not limited to: some text
      1. any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of such party, its affiliates, subsidiaries and affiliated companies; 
      2. plans for products or services, and customer or supplier lists; 
      3. any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; 
      4. any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; 
      5. any other information that should reasonably be recognized as confidential information of the Disclosing Party; and 
      6. any information generated by the Receiving Party or by its Representatives that contains, reflects, or is derived from any of the foregoing. 

3. Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information. The Receiving Party acknowledges that the Confidential Information is proprietary to the Disclosing Party, has been developed and obtained through great efforts by the Disclosing Party and that the Disclosing Party regards all of its Confidential Information as trade secrets.

4. Notwithstanding anything in the foregoing to the contrary, Confidential Information shall not include information which: some text
   1. was lawfully possessed, as evidenced by the Receiving Party’s records, by the Receiving Party prior to receiving the Confidential Information from the Disclosing Party; 
   2. becomes rightfully known by the Receiving Party from a third-party source not under an obligation to Disclosing Party to maintain confidentiality; 
   3. is generally known by the public through no fault of or failure to act by the Receiving Party inconsistent with its obligations under this Agreement; 
   4. is required to be disclosed in a judicial or administrative proceeding, or is otherwise requested or required to be disclosed by law or regulation, although the requirements of paragraph 4 hereof shall apply prior to any disclosure being made; and 
   5. is or has been independently developed by employees, consultants or agents of the Receiving Party without violation of the terms of this Agreement, as evidenced by the Receiving Party’s records, and without reference or access to any Confidential Information.
      

2. Disclosure of Confidential Information.

From time to time, the Disclosing Party may disclose Confidential Information to the Receiving Party.  The Receiving Party will:  

1. limit disclosure of any Confidential Information to its directors, officers, employees, agents or representatives (collectively “Representatives”) who have a need to know such Confidential Information in connection with the current or contemplated business relationship between the parties to which this Agreement relates, and only for that purpose; 
2. advise its Representatives of the proprietary nature of the Confidential Information and of the obligations set forth in this Agreement, require such Representatives to be bound by written confidentiality restrictions no less stringent than those contained herein, and assume full liability for acts or omissions by its Representatives that are inconsistent with its obligations under this Agreement; 
3. keep all Confidential Information strictly confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information; and 

2. not disclose any Confidential Information received by it to any third parties (except as otherwise provided for herein).
   
   

3. Use of Confidential Information.

1. The Receiving Party agrees to use the Confidential Information solely in connection with the current or contemplated Purpose between the parties and not for any purpose other than as authorised by this Agreement, without the prior written consent of an authorised representative of the Disclosing Party. No other right or licence, whether expressed or implied, in the Confidential Information is granted to the Receiving Party hereunder. 
2. The Parties undertake to take all possible precautions and all measures (including cyber security) necessary to protect the Confidential Information and avoid risks of unauthorised access or use, theft, manipulation or undue appropriation of said Confidential Information. 
3. The usage rights to Confidential Information will remain solely in the Disclosing Party.  
4. All use of Confidential Information by the Receiving Party shall be for the benefit of the Disclosing Party and any modifications and improvements thereof by the Receiving Party shall be the sole property of the Disclosing Party.  
5. Nothing contained herein is intended to modify the parties' existing agreement that their discussions in furtherance of a potential business relationship are governed.
6. The Parties undertake to promptly inform the other Party of any violation of, or failure to perform the obligations under this Agreement of which the Party may become aware as well as provide the other Party any reasonable assistance for the purpose of limiting the effects of such violation or breach.
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4. Term.  

This Agreement shall remain in effect for a two-year term (subject to a one year extension if the parties are still discussing and considering the Transaction at the end of the second year).  Notwithstanding the foregoing, the Receiving Party’s duty to hold in confidence Confidential Information that was disclosed during term shall remain in effect indefinitely.

5. Remedies.

Both parties acknowledge that the Confidential Information to be disclosed hereunder is of a unique and valuable character, and that the unauthorized dissemination of the Confidential Information would destroy or diminish the value of such information.  The damages to the Disclosing Party that would result from the unauthorized dissemination of the Confidential Information would be impossible to calculate.  Therefore, both parties hereby agree that the Disclosing Party shall be entitled to injunctive relief  preventing the dissemination of any Confidential Information in violation of the terms hereof.  Such injunctive relief shall be in addition to any other remedies available hereunder, whether at law or in equity.  The Disclosing Party shall be entitled to recover its costs and fees, including reasonable attorneys’ fees, incurred in obtaining any such relief.  Further, in the event of litigation relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees and expenses.

6. Return of Confidential Information.

1. Receiving Party shall immediately return and redeliver to Disclosing Party all tangible material embodying any Confidential Information provided hereunder and all notes, summaries, memoranda, drawings, manuals, records, excerpts or derivative information deriving therefrom, and all other documents or materials (“Notes”) (and all copies of any of the foregoing, including “copies” that have been converted to computerised media in the form of image, data, word processing, or other types of files either manually or by image capture) based on or including any Confidential Information, in whatever form of storage or retrieval, upon the earlier of some text
   1. the completion or termination of the dealings between the parties contemplated hereunder; 
   2. the termination of this Agreement; or 
   3. at such time as the Disclosing Party may so request; provided however that the Receiving Party may retain such of its documents as is necessary to enable it to comply with its reasonable document retention policies.  
2. Alternatively, the Receiving Party, with the written consent of the Disclosing Party may (or in the case of Notes, at the Receiving Party’s option) immediately destroy any of the foregoing embodying Confidential Information (or the reasonably nonrecoverable data erasure of computerised data) and, upon request, certify in writing such destruction by an authorised officer of the Receiving Party supervising the destruction).

7. Notice of Breach.

Receiving Party shall notify the Disclosing Party immediately upon discovery of, or suspicion of, (1) any unauthorised use or disclosure of Confidential Information  by Receiving Party or its Representatives; or (2) any actions by Receiving Party or its Representatives inconsistent with their respective obligations under this Agreement, Receiving Party shall cooperate with any and all efforts of the Disclosing Party to help the Disclosing Party regain possession of Confidential Information and prevent its further unauthorised use.

8. No Binding Agreement for Transaction. 

1. The parties agree that neither party will be under any legal obligation of any kind whatsoever with respect to a Transaction by virtue of this Agreement, except for the matters specifically agreed to herein. 
2. The parties further acknowledge and agree that they each reserve the right, in their sole and absolute discretion, to reject any and all proposals and to terminate discussions and negotiations with respect to a Transaction at any time.  
3. This Agreement does not create a joint venture or partnership between the parties. If a Transaction goes forward, the non-disclosure provisions of any applicable transaction documents entered into between the parties (or their respective affiliates) for the Transaction shall supersede this Agreement. In the event such provision is not provided for in said transaction documents, this Agreement shall control.
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9. Warranty.   

1. The parties acknowledge that although they shall each endeavour to include in the Confidential Information all information that they each believe relevant for the purpose of the evaluation of a Transaction, the parties understand that no representation or warranty as to the accuracy or completeness of the Confidential Information is being made by the Disclosing Party. 
2. Further, neither party is under any obligation under this Agreement to disclose any Confidential Information it chooses not to disclose.  
3. Neither Party hereto shall have any liability to the other party or to the other party’s Representatives resulting from any use of the Confidential Information except with respect to disclosure of such Confidential Information in violation of this Agreement. 
4. The Disclosing Party shall have no liability to the Receiving Party (or any other person or entity) resulting from the use of the Disclosing Party's Confidential Information or any reliance on the accuracy or completeness thereof.
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10. Miscellaneous.
    1. This Agreement constitutes the entire understanding between the parties and supersedes any and all prior or contemporaneous understandings and agreements, whether oral or written, between the parties, with respect to the subject matter hereof.  This Agreement can only be modified by a written amendment signed by the party against whom enforcement of such modification is sought.
    2. The validity, construction and performance of this Agreement shall be governed and construed in accordance with the laws of Greece applicable to contracts made and to be wholly performed within such state, without giving effect to any conflict of laws provisions thereof.  The courts located in Thessaloniki, Greece shall have sole and exclusive jurisdiction over any disputes arising under, or in any way connected with or related to,  the terms of this Agreement and Receiving Party: (i) consents to personal jurisdiction therein; and (ii) waives the right to raise forum non conveniens or any similar objection. 
    3. Any failure by either party to enforce the other party’s strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.
    4. Although the restrictions contained in this Agreement are considered by the parties to be reasonable for the purpose of protecting the Confidential Information, if any such restriction is found by a court of competent jurisdiction to be unenforceable, such provision will be modified, rewritten or interpreted to include as much of its nature and scope as will render it enforceable.  If it cannot be so modified, rewritten or interpreted to be enforceable in any respect, it will not be given effect, and the remainder of the Agreement will be enforced as if such provision was not included. 
    5. Any notices or communications required or permitted to be given hereunder may be delivered by hand, deposited with a nationally recognized overnight carrier, electronic-mail, or mailed by certified mail, return receipt requested, postage prepaid, in each case, to the address of the other party first indicated above (or such other addressee as may be furnished by a party in accordance with this paragraph).  All such notices or communications shall be deemed to have been given and received:some text
       1. in case of personal delivery or electronic-mail, on the date of such delivery;
       2. in case of delivery by a nationally recognized overnight carrier, on the third business day following dispatch; and
       3. in case of mailing, on the seventh business day following such mailing.
    6. This Agreement is personal in nature, and neither party may directly or indirectly assign or transfer it by operation of law or otherwise without the prior written consent of the other party, which consent will not be unreasonably withheld.  All obligations contained in this Agreement shall extend to and be binding upon the parties to this Agreement and their respective successors, assigns and designees.
    7. The receipt of Confidential Information pursuant to this Agreement will not prevent or in any way limit either party from: some text
       1. developing, making or marketing products or services that are or may be competitive with the products or services of the other; or 
       2. providing products or services to others who compete with the other.
    8. Paragraph headings used in this Agreement are for reference only and shall not be used or relied upon in the interpretation of this Agreement.
       GX Flex has adopted reasonably designed industry appropriate data collection, storage, and processing practices and security measures, as well as physical security measures to protect against unauthorized access, alteration, disclosure or destruction of your Personal Data, username, password, transaction information and data stored in your user account. Our employees are restricted from accessing user’s names and email addresses on a need to know basis. The security of Personal Data is important to us, but we remind users that no method of transmission over the Internet, or method of electronic storage is 100% secure. While we strive to use effective measures and tools for protection of your Personal Data, we cannot guarantee 100% security and protection of such information.
       
11. ‍Disclaimer and Digital Acceptance

The Confidential Information provided by the Disclosing Party is offered "as is," without any representations or warranties, whether express or implied, regarding its accuracy, completeness, or suitability for any particular purpose. The Receiving Party acknowledges that the Disclosing Party shall not be held liable for any errors, omissions, or any loss or damage arising from the use of the Confidential Information.

By selecting "I Agree" or a similar acknowledgment on the GX Flex Platform, the Receiving Party agrees to be legally bound by the terms of this Agreement. This digital acceptance, which includes the recording of the date, time, IP address, and associated metadata, serves as a legally binding signature when combined with the provided personal and company information.

The Receiving Party further acknowledges that providing false, misleading, or incomplete information constitutes a breach of this Agreement. Such a breach may result in the immediate termination of access to the data room, legal action, and any other remedies available to the Disclosing Party.