ORVENZIA — MUTUAL NON-DISCLOSURE AGREEMENT

1. Parties​

Orvenzia
Gærumvej 21A
9900 Frederikshavn
Denmark
support@orvenzia.com
CVR/VAT: DK45828697
(“Orvenzia”)​

and​

the client identified in the applicable Service Order / Order Confirmation
(“Client”).​

Orvenzia and Client are each a “Party” and together the “Parties”.

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2. Acceptance and incorporation​

2.1 This Agreement is incorporated by reference into the applicable Service Order / Order Confirmation between Orvenzia and the Client.

2.2 By signing the applicable Service Order / Order Confirmation that references this Agreement by version, date, and URL, the Client confirms that it has had the opportunity to review this Agreement and agrees to be bound by it.

2.3 Only the version of this Agreement identified in the applicable Service Order / Order Confirmation applies to that engagement. Later website updates do not apply unless agreed in writing.

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3. Purpose​

The Parties may disclose Confidential Information to each other solely for the purpose of evaluating, discussing, entering into, and performing the relevant business relationship and services described above (the “Purpose”).

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4. Confidential Information​

4.1 “Confidential Information” means any non-public information disclosed by or on behalf of one Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether in written, oral, visual, electronic, or other form, including information relating to:

a. business operations, plans, strategy, and internal organisation;
b. customers, suppliers, partners, and commercial relationships;
c. financial, commercial, technical, organisational, or operational matters;
d. contracts, pricing, proposals, negotiation materials, and commercial terms;
e. methodologies, templates, frameworks, working papers, internal materials, and know-how;
f. ESG, sustainability, VSME, procurement, tender, buyer, lender, onboarding, due diligence, or compliance-related materials;
g. questionnaires, reports, drafts, assumptions, limitations, analyses, data structures, and internal notes;
h. any underlying data, documents, or materials shared for the Purpose; and
i. any other information that should reasonably be understood to be confidential given its nature or the circumstances of disclosure.

4.2 Confidential Information includes the existence and substance of discussions between the Parties, unless clearly public.

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5. Exclusions​

Confidential Information does not include information that the Receiving Party can demonstrate:

a. is or becomes publicly available other than through breach of this Agreement;
b. was lawfully known to the Receiving Party without restriction before disclosure;
c. is lawfully received from a third party without breach of any confidentiality obligation; or
d. is independently developed without use of or reference to the Disclosing Party’s Confidential Information.

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6. Use and non-disclosure obligations​

6.1 The Receiving Party shall:

a. use Confidential Information only for the Purpose;
b. protect Confidential Information using at least reasonable care;
c. not disclose Confidential Information to any third party except as permitted under this Agreement; and
d. not copy, exploit, reverse engineer, or derive commercial benefit from Confidential Information except as necessary for the Purpose.

6.2 The Receiving Party may disclose Confidential Information only to its employees, directors, officers, professional advisers, insurers, financiers, subcontractors, affiliated entities, or service providers who have a genuine need to know it for the Purpose, provided that such persons or entities are bound by confidentiality obligations or professional duties no less protective in substance than this Agreement.

6.3 Each Party remains responsible for any breach of this Agreement by persons or entities to whom it discloses Confidential Information under Clause 6.2.

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7. Client identity; no public reference by Orvenzia

7.1 Orvenzia shall not, without the Client’s prior written consent:

a. use the Client’s name, logo, trade name, trademark, or other identifying brand element in any marketing, sales, publicity, advertising, website, social media, pitch material, case study, testimonial, client list, investor material, press release, announcement, or other external communication;

b. state or imply publicly that the Client is Orvenzia’s customer, client, counterparty, reference, or commercial relationship; or

c. make any public announcement or public disclosure regarding the existence of the Parties’ relationship, the existence of this Agreement, or the existence or subject matter of any project, engagement, discussions, or deliverables involving the Client, except where such information is already clearly public or disclosure is required by law.

7.2 For the avoidance of doubt, Client identity, Client status, and the existence of the Parties’ commercial relationship shall be treated as Confidential Information unless already clearly public or expressly approved in writing by the Client.

7.3 Nothing in this Clause restricts the Client from identifying Orvenzia or referring to the Parties’ relationship, provided that the Client does not disclose Orvenzia’s Confidential Information except as permitted under this Agreement.

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8. Required disclosures​

8.1 A Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, court order, stock exchange rule, or request from a competent authority.

8.2 Where legally permitted, the Receiving Party shall give the Disclosing Party prompt written notice before such disclosure so that the Disclosing Party may seek protective treatment or otherwise limit the disclosure.

8.3 The Receiving Party shall disclose only the minimum portion of Confidential Information legally required.

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9. Data protection​

9.1 This Agreement governs confidentiality only.

9.2 Where Orvenzia processes Personal Data on behalf of the Client as a processor, such processing shall be governed separately by the applicable Data Processing Agreement.

9.3 Nothing in this Agreement changes the Parties’ respective roles under applicable data protection law.​

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10. Ownership; no licence; intellectual property​

10.1 All Confidential Information remains the property of the Disclosing Party.

10.2 No licence, transfer, assignment, or other grant of intellectual property rights is made under this Agreement, except the limited right to use Confidential Information for the Purpose.

10.3 Each Party retains ownership of its pre-existing materials, methodologies, templates, frameworks, models, tools, know-how, and other intellectual property.

10.4 For the avoidance of doubt, Orvenzia retains ownership of its methodologies, templates, frameworks, models, tools, know-how, and generalised learnings, including where embedded in deliverables, subject only to any express usage rights granted in the applicable Service Order / Order Confirmation and Terms & Conditions.​

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11. Return and deletion​

11.1 Upon written request by the Disclosing Party, or upon the end of the Parties’ relevant engagement, the Receiving Party shall promptly stop using and, to the extent reasonably practicable, return or delete the Disclosing Party’s Confidential Information.

11.2 The Receiving Party may retain Confidential Information to the extent required by law, regulation, internal compliance requirements, professional recordkeeping, routine backup systems, insurance, evidentiary purposes, or the establishment, exercise, or defence of legal claims, provided such retained information remains protected under this Agreement.

11.3 The Receiving Party is not required to delete information stored in routine backups, provided such information is not restored or actively used except for legitimate backup, security, or recovery purposes.

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12. No warranty​

All Confidential Information is provided “as is”. Except where expressly agreed in writing, neither Party makes any representation or warranty as to the accuracy, completeness, or fitness for purpose of Confidential Information.

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13. No obligation to proceed​

Nothing in this Agreement obliges either Party to enter into any further agreement, continue discussions, purchase services, or proceed with any transaction or relationship.

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14. Remedies​

The Parties acknowledge that breach of this Agreement may cause harm that may not be adequately remedied by damages alone. Accordingly, either Party may seek injunctive relief, interim measures, or specific performance, in addition to any other remedies available under applicable law.

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15. Term and survival​

15.1 This Agreement enters into force on the Effective Date.

15.2 This Agreement remains in force for two (2) years from the Effective Date, unless replaced by a later written agreement between the Parties.

15.3 The confidentiality and use restrictions in this Agreement survive for five (5) years from the date of each disclosure, except that trade secrets remain protected for as long as they remain trade secrets under applicable law.

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16. Governing law and jurisdiction​

16.1 This Agreement is governed by Danish law.

16.2 Any dispute arising out of or in connection with this Agreement shall be brought before the competent courts of Denmark, unless mandatory law requires otherwise.

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17. Miscellaneous​

17.1 This Agreement may be accepted by execution of a Service Order / Order Confirmation incorporating it by reference.

17.2 A failure or delay in exercising any right under this Agreement does not constitute a waiver.

17.3 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in effect to the fullest extent permitted by law.

17.4 In the event of conflict between this Agreement and the applicable Service Order / Order Confirmation, the Service Order / Order Confirmation prevails to the extent of the conflict, except that this Agreement governs confidentiality obligations unless the Service Order expressly states otherwise.

17.5 This Agreement does not limit confidentiality obligations contained in any main agreement between the Parties, except that in the event of conflict, the later accepted document prevails to the extent of that conflict.