Mutual Non-Disclosure Agreement

1. Parties

This Mutual Non-Disclosure Agreement ("Agreement") is entered into between:

Party A: Droidtech 42 AI Labs AB, a Swedish company (org. nr. 559534-0745), with registered address at Co. Sandberg Dannemoragatan 4, 113 44 Stockholm, Sweden (operating the "Growt" platform);

and

Party B: [FULL LEGAL NAME], [registered in / a company incorporated under the laws of COUNTRY], with registered address at [REGISTERED ADDRESS]

Relationship (select one): [Operator / Prospective Operator / Investor / Customer / Prospective Partner]

2. Purpose

The Parties wish to explore or continue a business relationship relating to the Growt platform ("Purpose"). In connection with the Purpose, each Party may disclose Confidential Information to the other Party. This Agreement sets out the terms under which such information is disclosed and protected.

3. Definitions

• Confidential Information — any non-public information disclosed by one Party ("Disclosing Party") to the other ("Receiving Party"), whether orally, in writing, electronically, or by demonstration, including but not limited to:
  • Technical information: algorithms, source code, system architecture, APIs, data models, and proprietary methods
  • Business information: pricing, financial data, customer lists, business plans, roadmaps, and strategic plans
  • Product information: unreleased features, product plans, and beta functionality
  • Operational information: internal processes, audit methodologies, and platform metrics
• Disclosing Party — the Party that discloses Confidential Information.
• Receiving Party — the Party that receives Confidential Information.

4. Obligations of the Receiving Party

The Receiving Party agrees to:

• Hold all Confidential Information in strict confidence.
• Use Confidential Information solely for the Purpose described in Section 2.
• Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party.
• Limit access to Confidential Information to employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.
• Protect Confidential Information with at least the same degree of care used to protect its own confidential information, but in no case less than reasonable care.
• Promptly notify the Disclosing Party upon discovery of any unauthorised use or disclosure of Confidential Information.

5. Exclusions

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the Receiving Party.
• Was already in the Receiving Party's possession without restriction prior to disclosure.
• Is independently developed by the Receiving Party without use of or reference to the Confidential Information.
• Is rightfully obtained from a third party without restriction and without breach of any obligation of confidentiality.
• Is required to be disclosed by law, regulation, or court order — provided that the Receiving Party gives prompt notice to the Disclosing Party (where legally permitted) and cooperates with efforts to obtain protective treatment.

6. Intellectual Property

Nothing in this Agreement grants the Receiving Party any licence, right, or interest in the Disclosing Party's intellectual property. All Confidential Information remains the property of the Disclosing Party. No licence or right is implied or granted by this Agreement other than the limited right to use Confidential Information for the Purpose.

7. Non-Solicitation

During the term of this Agreement and for [12 / 24] months after its termination, neither Party shall directly solicit for employment any employee or contractor of the other Party with whom it had contact in connection with the Purpose, without the prior written consent of the other Party.

8. Return and Destruction

Upon the Disclosing Party's written request or upon termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information (including copies, summaries, and notes derived therefrom) and confirm compliance in writing within [14 / 30] days. Notwithstanding the foregoing, the Receiving Party may retain copies required by law or regulation, or contained in routine backup systems, provided such copies remain subject to the obligations of this Agreement.

9. Term

This Agreement enters into force on the date of the last signature below and continues for a period of [2 / 3 / 5] years from the Effective Date, unless terminated earlier by either Party with [30] days' written notice. The confidentiality obligations in Sections 4, 5, and 6 survive termination for a period of [3 / 5] years from the date of disclosure of the relevant Confidential Information.

10. Remedies

The Parties acknowledge that a breach of this Agreement may cause irreparable harm for which monetary damages would be insufficient. Accordingly, the Disclosing Party is entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

11. No Obligation

Nothing in this Agreement obliges either Party to disclose any information, enter into any further agreement, or proceed with any business relationship. Neither Party acquires any obligation to purchase, sell, or licence anything as a result of this Agreement or any discussions under it.

12. Data Protection

Where Confidential Information includes personal data, the Parties shall comply with the General Data Protection Regulation (EU 2016/679) and any applicable national data protection legislation. Personal data disclosed under this Agreement shall be processed only for the Purpose and in accordance with the Disclosing Party's instructions.

13. Governing Law and Disputes

This Agreement is governed by the laws of Sweden. Any disputes arising out of or in connection with this Agreement shall be resolved by the courts of Stockholm, Sweden, as first instance. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14. Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to confidentiality and supersedes all prior agreements, understandings, or representations, whether oral or written, relating to the subject matter hereof. This Agreement may only be amended in writing signed by both Parties.

15. Signatures