MUTUAL NON-DISCLOSURE AGREEMENT

“Confidential Information” means any non-public technical, commercial or business information disclosed by either Party in connection with the Purpose, whether in written, electronic, visual, oral or physical form. It includes, without limitation, drawings, CAD files, dimensions, tolerances, specifications, rotor and stator geometries, material specifications, calculations, samples, prototypes, manufacturing information, quotations, pricing and commercial information. Information does not need to be marked “confidential” where its confidential nature would reasonably be understood from the circumstances.

Each receiving Party shall use the Confidential Information solely for the Purpose; keep it confidential and apply reasonable measures to protect it; disclose it only to employees, contractors or professional advisers who need it for the Purpose and are subject to appropriate confidentiality obligations; and copy or reproduce it only as reasonably necessary for the Purpose.

Disclosure of drawings, CAD files, specifications or other design information to EC-Profile does not transfer ownership or intellectual-property rights to EC-Profile. Customer designs remain the property of the Customer or the applicable rights holder. EC-Profile may use such information only to evaluate manufacturability, prepare quotations, provide engineering feedback and, where subsequently agreed, develop and/or manufacture the relevant components.

Nothing in this Agreement requires EC-Profile to disclose its proprietary manufacturing methods, machine configurations, electrode or tooling designs, process parameters, manufacturing strategies or other manufacturing know-how. Any such information voluntarily disclosed by EC-Profile shall constitute Confidential Information of EC-Profile.

The obligations in this Agreement do not apply to information that the receiving Party can demonstrate: (a) was already lawfully known without confidentiality restriction; (b) is or becomes publicly available other than through breach of this Agreement; (c) is lawfully received from a third party without confidentiality restriction; (d) is independently developed without use of the Confidential Information; or (e) must be disclosed by law or competent authority, provided that, where legally permitted, the disclosing Party is informed in advance.

No intellectual-property licence or other right is granted by disclosure of Confidential Information except the limited right to use it for the Purpose. Neither Party is obliged to enter into any further commercial, development or manufacturing agreement.

Upon written request, the receiving Party shall return or securely destroy Confidential Information received from the other Party, except for copies required to be retained by law or contained in routine backup systems. Any retained information remains subject to this Agreement.

This Agreement remains in effect for five (5) years from the date of the last signature. Confidentiality obligations relating to information disclosed under this Agreement continue for five (5) years from the date of disclosure. Trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Confidential Information is provided for evaluation purposes without warranty as to its completeness or accuracy. Neither Party shall be liable for decisions made solely on the basis of preliminary information exchanged under this Agreement.

This Agreement is governed by the laws of the Netherlands. Any dispute arising from or relating to this Agreement shall be submitted to the competent court in the Netherlands.

This Agreement constitutes the entire agreement between the Parties concerning confidentiality for the Purpose and may be amended only in writing by agreement of both Parties. Electronic signatures and counterparts are valid and binding.