{"reference":"MNDA-ACME-NORDSTRAND-2026","party_a":{"legal_name":"Acme Supplies SRL","address":"Rue de la Loi 100, 1040 Brussels, Belgium","registration_number":"BE0123456789","vat_id":"BE0123456789","representative_name":"Marie Laurent","representative_role":"General Counsel and DPO","contact_email":"legal@acme-supplies.be"},"party_b":{"legal_name":"Nordstrand Fulfilment BV","address":"Weesperstraat 44, 1018 DN Amsterdam, Netherlands","registration_number":"NL45678901","vat_id":"NL845678901B01","representative_name":"Lars Nordstrand","representative_role":"Chief Executive Officer","contact_email":"lars@nordstrand-fulfilment.nl"},"effective_date":"2026-05-10","purpose":"The parties wish to exchange confidential information to evaluate a potential transaction in which Acme Supplies SRL would acquire all or part of Nordstrand Fulfilment BV's business-to-business fulfilment operations in the Benelux region, including preliminary discussions, financial and commercial due diligence, and negotiation of a Letter of Intent and subsequent definitive transaction documents.","confidential_information_definition":"Any non-public information of whatever nature, technical, commercial, financial, operational, or otherwise, disclosed by one party (the 'Disclosing Party') to the other party (the 'Receiving Party') in connection with the Purpose, whether in written, oral, electronic, or any other form, and whether or not marked as confidential, including without limitation: business plans, customer and supplier lists, pricing and margin data, employee information, IT systems architecture, trade secrets within the meaning of Directive (EU) 2016/943, unpublished financial statements, strategic plans, and the existence and contents of this Agreement itself and of the discussions between the parties.","exceptions":{"publicly_known":"Information that is or becomes generally known to the public other than through an act or omission of the Receiving Party or of any person to whom the Receiving Party has disclosed the information.","independently_developed":"Information that the Receiving Party can demonstrate, through contemporaneous written records, was independently developed by or for it without reference to or use of any Confidential Information of the Disclosing Party.","lawfully_received_third_party":"Information lawfully received by the Receiving Party from a third party who, to the Receiving Party's actual knowledge, is entitled to disclose it without restriction.","compelled_by_law":"Information the disclosure of which is required by applicable law, regulation, court order or the rules of a competent supervisory authority, provided that the Receiving Party gives the Disclosing Party prompt written notice (where lawful) and cooperates in seeking protective measures, and limits the disclosure to that legally required."},"term_years":5,"return_or_destroy_provisions":"Within thirty (30) days of a written request by the Disclosing Party or of the termination of the discussions contemplated by the Purpose, the Receiving Party shall, at the Disclosing Party's election, return or irrecoverably destroy all Confidential Information in its possession or control, together with all copies, extracts, analyses and derivative materials, and certify such return or destruction in writing. The Receiving Party may retain (i) one copy in secured legal archives solely to evidence compliance with this Agreement and applicable law, (ii) copies held in automated back-up systems in the ordinary course (to be overwritten in the normal backup cycle), and (iii) information required to be retained by applicable law, in each case subject to the continued confidentiality obligations hereunder.","governing_law":"The laws of Belgium, excluding conflict-of-laws rules. The protection of trade secrets is also governed by Directive (EU) 2016/943 as transposed in the applicable jurisdiction.","jurisdiction":"Exclusive jurisdiction of the French-speaking commercial courts of Brussels, without prejudice to either party's right to seek injunctive relief before any court of competent jurisdiction.","signatories":[{"party":"party_a","name":"Marie Laurent","role":"General Counsel and DPO, Acme Supplies SRL","date":"2026-05-10","place":"Brussels"},{"party":"party_b","name":"Lars Nordstrand","role":"CEO, Nordstrand Fulfilment BV","date":"2026-05-12","place":"Amsterdam"}]}