NDA

General

This Mutual Non-Disclosure Agreement ("Agreement") is entered into between Root Sustainability B.V., a private limited company incorporated under the laws of the Netherlands, with its office at Magalhaensstraat 26-2, 1057 RV Amsterdam, registered with the Dutch Chamber of Commerce under number 85257451 ("Root"), and the organisation accepting this Agreement ("Counterparty"). Root and the Counterparty are each a "Party" and together the "Parties".

By clicking "I agree" (or a similar control), or by otherwise indicating acceptance, the individual accepting confirms they are authorised to bind the Counterparty, and the Counterparty agrees to the terms below. Acceptance is recorded with the date, time and identifying information of the accepting party.

1. Purpose

The Parties wish to explore, evaluate or pursue a potential or actual business relationship (the "Purpose") — such as a product demonstration, pilot, partnership or commercial engagement. In doing so, each Party may disclose confidential information to the other. This Agreement protects that information. It applies in both directions: each Party may act as the disclosing party (the "Discloser") and as the receiving party (the "Recipient").

2. Confidential Information

"Confidential Information" means any non-public information disclosed by or on behalf of one Party to the other, in any form, that relates to the Discloser's business and that is either identified as confidential or that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure. It includes, without limitation, business and financial information, customer and supplier information, product plans and roadmaps, software and source code, methodologies, datasets, pricing, and technical and security information. Information does not need to be marked "confidential" to be protected.

3. Exclusions

Confidential Information does not include information that the Recipient can demonstrate:

(a) is or becomes publicly available through no fault of the Recipient;(b) was lawfully known to the Recipient before it was disclosed by the Discloser;(c) is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information; or(d) is lawfully obtained by the Recipient from a third party without a duty of confidentiality.

4. Obligations of the Recipient

The Recipient will:

(a) hold the Confidential Information in confidence and use it solely for the Purpose;(b) not disclose it to any third party except as permitted in this Agreement;(c) limit access to those of its employees, contractors and advisers who need it for the Purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement, and remain responsible for their compliance; and(d) protect it using at least the same degree of care it uses for its own confidential information of similar importance, and in any event no less than reasonable care.

5. Permitted disclosure required by law

The Recipient may disclose Confidential Information to the extent required by law, regulation or a competent court or authority, provided that (where lawful) it gives the Discloser reasonable prior notice so the Discloser can seek protective measures, and discloses only the minimum required.

6. Personal data

This Agreement does not authorise either Party to process personal data on behalf of the other. If the Purpose involves processing personal data within the meaning of the GDPR, the Parties will put in place a separate data-processing agreement and, where relevant, an appropriate transfer mechanism. Those arrangements prevail over this Agreement in respect of personal data.

7. No licence, no warranty

All Confidential Information remains the property of the Discloser. Nothing in this Agreement grants the Recipient any licence or right in the Discloser's Confidential Information or intellectual property, except the limited right to use it for the Purpose. Confidential Information is provided "as is"; the Discloser does not warrant its accuracy or completeness.

8. Term and survival

This Agreement takes effect on acceptance and continues for two years, unless ended earlier by either Party on written notice. The confidentiality obligations in this Agreement continue for three years after the Confidential Information was disclosed and, in respect of any information that constitutes a trade secret, for as long as that information remains a trade secret under applicable law.

9. Return or destruction

On the Discloser's written request, or when the Confidential Information is no longer needed for the Purpose, the Recipient will promptly return or, at the Discloser's election, securely destroy the Confidential Information and any copies, and confirm in writing that it has done so. The Recipient may retain copies required by law or held in routine, secured backups, which remain subject to this Agreement until deleted in the ordinary course.

10. Remedies

Each Party acknowledges that a breach of this Agreement may cause the other Party irreparable harm for which monetary damages would not be an adequate remedy. Accordingly, the non-breaching Party is entitled to seek injunctive relief and specific performance, in addition to any other remedies available at law, without the need to post security.

11. General

11.1 This Agreement is the entire agreement between the Parties on its subject matter and supersedes all prior discussions and understandings relating to it. It may be amended only in writing signed by, or accepted electronically by, both Parties.

11.2 A failure or delay in exercising a right under this Agreement is not a waiver of it.

11.3 If any provision is held invalid or unenforceable, the remaining provisions remain in effect, and the invalid provision will be interpreted to best achieve the Parties' intent.

11.4 Neither Party may assign this Agreement without the other Party's prior written consent, except to an affiliate or in connection with a merger or sale of all or substantially all of its assets.

12. Governing law and jurisdiction

This Agreement is governed exclusively by the laws of the Netherlands. The competent court in Amsterdam, the Netherlands, has exclusive jurisdiction over any dispute arising out of or in connection with it, without prejudice to either Party's right to seek injunctive or interim relief from any court of competent jurisdiction.

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