{"disclosing_party":{"name":"Nexora Technologies BV","address":"Koningsstraat 120, 1000 Brussels, Belgium","representative":"Dr. Elena Van den Berg"},"receiving_party":{"name":"Clearwater Consulting GmbH","address":"Berliner Allee 45, 40212 Dusseldorf, Germany","representative":"Marcus Hoffmann"},"agreement":{"date":"2026-04-08","effective_date":"2026-04-15","duration":"2 years","purpose":"Evaluation of a potential joint venture for the development and commercialisation of AI-driven supply chain optimisation software."},"type":"mutual","clauses":[{"title":"Definition of Confidential Information","content":"\"Confidential Information\" means any and all non-public information, whether in written, oral, electronic, or other form, disclosed by either Party to the other, including but not limited to: trade secrets, business plans, financial data, customer lists, technical specifications, software source code, algorithms, inventions, know-how, and any information marked as \"confidential\" or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure."},{"title":"Obligations of the Receiving Party","content":"The Receiving Party shall: (a) hold all Confidential Information in strict confidence and not disclose it to any third party without the prior written consent of the Disclosing Party; (b) use the Confidential Information solely for the Purpose stated in this Agreement; (c) limit access to Confidential Information to its employees, agents, and advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein; (d) exercise at least the same degree of care to protect the Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care."},{"title":"Exclusions from Confidential Information","content":"The obligations set forth in this Agreement shall not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was in the Receiving Party's lawful possession prior to disclosure, as evidenced by written records; (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information; (d) is lawfully obtained from a third party without restriction on disclosure; or (e) is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives prompt written notice to the Disclosing Party and cooperates in any effort to obtain protective treatment."},{"title":"Term and Termination","content":"This Agreement shall remain in effect for the duration specified above, commencing on the Effective Date. Either Party may terminate this Agreement upon thirty (30) days' prior written notice to the other Party. The confidentiality obligations set forth herein shall survive the termination or expiration of this Agreement for a period of three (3) years."},{"title":"Remedies","content":"The Parties acknowledge that any breach or threatened breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity, without the necessity of proving actual damages or posting a bond."},{"title":"Return of Information","content":"Upon termination or expiration of this Agreement, or upon written request by the Disclosing Party, the Receiving Party shall promptly return or destroy all copies of Confidential Information in its possession or control, including any notes, analyses, compilations, or other materials derived from such Confidential Information, and shall certify in writing that it has complied with this obligation."}],"governing_law":{"jurisdiction":"Brussels","country":"Belgium"},"signatures":{"disclosing_name":"Dr. Elena Van den Berg","receiving_name":"Marcus Hoffmann","date":"2026-04-15"}}