Non Disclosure Agreement

This Confidentiality Agreement is signed between ITALTRONIC Srl via Austria 25 / D PADUA – Italy (Seller) and the User Customer (Buyer).

Given that the purpose of collaboration [henceforth, for brevity the “Business Purpose”], the Seller shall make available to ‘Buyer confidential information, as defined in (1) below.It is stipulated and agreed that:

1. For the purposes of this Agreement are “Confidential Information” means all information, in any form (paper or electronic) disclosed to Seller that are: (a) relating to past, present or future regarding the enterprise, research, development, commercial activities, activities including non-profit, products, services and expertise of the Seller are including, but not limited to, information about products and services not yet publicly heralded; information about customers, projects, plans, organization of the same, commercial projects, and so on, including the information disclosed and / or developed for the purpose referred to Business Purpose; or (b) identified in writing as confidential or proprietary and / or protected by copyright and / or in part the subject of trade secrets.

2. In relation to the Confidential Information, is hereby understood now that the Buyer agrees to: (a) protect the confidentiality of confidential information and use it only as part of the Business Purpose exclusion of any other and different purposes; (B) do not disclose or communicate in any way to third parties, even within their own organization, the Confidential Information, without the prior written consent of the Seller; (C) take all necessary security measures to avoid or minimize the risks of unauthorized access, unauthorized use or misappropriation of Confidential Information. The Buyer will notify the Seller in writing promptly of any unauthorized use or disclosure of confidential information coming to its knowledge and will provide all reasonable assistance to the Seller to stop the unauthorized use / disclosure.

3. Nothing in this Agreement shall prohibit or limit the use of the Confidential Information of the Seller. If it were demonstrated that the same were: (I) into the public domain in different ways dall’inottemperanza the obligations under this Agreement, or (II) disclosed to Buyer by third parties not bound by a confidentiality agreement similar to the present, or (III) the Purchaser notes before and the signing of this agreement and in the absence of confidentiality restrictions, or (IV) independently developed by the Purchaser without the use of confidential Information.

4. All Confidential Information, in whatever form they may be, are and remain the exclusive property of the Seller. Buyer shall not under any circumstances copy Confidential Information of the Seller without having received prior written consent and, where such consent is provided, on the copies shall be given information on confidentiality and on the property that were to appear on the originals. Each copy of the Confidential Information that the Seller has allowed the Purchaser to carry out, or indeed any other written document that contains Confidential Information, will be the exclusive property of the Seller and must be returned to the same or destroyed, at the option of Seller, to the occurrence of first of the following events: (a) completion of use granted for the purposes described above, or (b) by written request. The return or destruction of the Confidential Information shall be made no later than 30 days after such a request, or the permitted use term, providing written confirmation to the Seller.

5. This Agreement shall in no way should be construed as an exploitation license granted by the Seller to ‘Buyer about rights of intellectual property or trade secrets, or other proprietary rights in general.

6. Buyer agrees not to use, directly or indirectly, any Confidential Information of the Seller in competition with it.

7. The Buyer agrees not to refer, or have people refer to this Agreement or to the Confidential Information, and not to use the name of the Seller in press releases, statements, promotional materials, or for marketing purposes, without the prior written consent of Seller.

8. This Agreement shall be valid and binding from the moment the first Confidential Information is made available by the Seller to ‘Buyer and will be effective even in the period following the termination, for any reason, the relations between the Parties and so, even where the same does not continue in the negotiations.

9. The Parties may not assign this Agreement to a third party.

10. This Agreement, which supersedes any prior possible agreement between the Parties on the subject, is the entire of the agreements reached and may be amended or supplemented only by a written document.

11. If one or more clauses of the agreement is deemed void, invalid or invalid by the competent judicial authority, in no event shall such invalidity, annulment or disability will affect other clauses of the agreement, and the aforementioned clauses void, voidable or invalid will understood as amended to the extent and in the direction necessary to ensure that the competent judicial authorities may be considered perfectly valid and enforceable.

12.In any case, the non-exercise of a right by the rising or tolerance of a breach of them could be considered as a waiver or implied amendment to the provisions or remedies provided for therein.

13. In accordance with Legislative Decree 196/2003 the Seller, during the course of this agreement, could raise relating to ‘Buyer data, either directly with the Buyer or third parties (for example regarding public data) or indirectly through safety systems (eg via CCTV cameras or other access control systems to the company’s offices). Seller may use and disclose such information for purposes connected with this Agreement and for the purposes set out in the Corporate Policy on processing of personal data, a copy of which will be delivered to ‘Buyer behind your request. In particular, Seller shall transfer the data, for the purposes mentioned above, in countries where an entity belonging to the Seller from time to time carries out its activities. By signing the Agreement, the Purchaser consents, for themselves and for their employees, to the processing and communication of your data as set out above.

14. This Agreement is governed by Italian law. Any dispute arising between the Parties in connection with this Agreement, including those relating to its validity, effectiveness, interpretation, execution and cancellation shall be brought before the Court of Padua.