MUTUAL NON-DISCLOSURE AGREEMENT

1. Parties

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

and

the client, prospect, counterparty, business contact or other party identified in the applicable Service Order, Order Confirmation, accepted proposal, statement of work, written acceptance or related business communication
(“Client”).

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

2. Purpose and Application

This Mutual Non-Disclosure and Client Information Protection Agreement (“Agreement”) protects Confidential Information exchanged between the Parties before, during and after discussions, negotiations, projects or services.

It applies when referenced in a Service Order, Order Confirmation, accepted proposal, statement of work, written communication or other document accepted by the Parties.

This Agreement may also apply before a Service Order is signed where the Parties exchange information to evaluate, discuss, prepare, perform or manage a potential business relationship.

Only the version of this Agreement identified in the applicable Service Order or written acceptance applies to that engagement. Later website updates apply only to future engagements unless otherwise agreed in writing.

3. Core Confidentiality Commitment

Each Party shall protect the other Party’s Confidential Information and use it only for the agreed business purpose.

Orvenzia will use Client Confidential Information only to evaluate, prepare, perform, manage, support, document or improve the agreed services for the Client, or as otherwise authorised by the Client.

Orvenzia shall not sell, publish, disclose, market, transfer or use Client Confidential Information for unrelated commercial purposes.

Orvenzia shall not use Client Confidential Information to create client-identifiable materials, public references, case studies, marketing content, training materials or external examples without the Client’s prior written consent.

The Client will use Orvenzia Confidential Information only to evaluate, receive, review and use Orvenzia’s services and deliverables as permitted under the applicable Service Order.

Neither Party may use the other Party’s Confidential Information for any unauthorised, unrelated, misleading, unlawful, competitive or independent commercial purpose.

4. Client Protection

Client Confidential Information includes the Client’s non-public business information, operational data, ESG or sustainability information, policies, internal documentation, employee information, customer information, supplier information, financial information, commercial plans, business records, evidence, calculations, internal descriptions, source materials and any materials provided to Orvenzia in connection with the services.

Orvenzia shall protect Client Confidential Information as confidential and shall limit access to persons and service providers with a genuine need to know for the agreed purpose.

Orvenzia shall not disclose Client Confidential Information to the Client’s customers, suppliers, competitors, banks, buyers, lenders, tender authorities, public authorities, media, investors or other external recipients unless authorised by the Client, required by law, or necessary for the agreed services.

Orvenzia shall not contact the Client’s customers, suppliers, employees, banks, buyers, lenders or tender stakeholders on behalf of the Client unless agreed in writing or reasonably required under the Service Order.

Orvenzia shall not publicly identify the Client as a customer, reference or business relationship without the Client’s prior written consent.

Orvenzia shall apply reasonable technical and organisational measures to protect Client Confidential Information against unauthorised access, disclosure, loss, misuse or alteration.

Access to Client Confidential Information shall be limited to personnel, contractors and service providers who have a genuine need to know for the agreed purpose and are subject to confidentiality obligations.

Orvenzia shall use commercially reasonable safeguards appropriate to the nature of the information, including access control, restricted internal access, secure business systems, credential protection and reasonable incident handling procedures.

If Orvenzia becomes aware of a material unauthorised access, disclosure, loss or misuse of Client Confidential Information, Orvenzia shall notify the Client without undue delay and cooperate reasonably to limit potential harm.

5. Confidential Information

“Confidential Information” means any non-public information disclosed by or on behalf of one Party to the other Party, whether written, oral, visual, electronic, digital, documentary, technical, commercial, operational or otherwise.

Confidential Information includes information relating to:

(a) business operations, plans, strategy, growth plans and internal organisation;
(b) customers, suppliers, partners, prospects and commercial relationships;
(c) financial, commercial, legal, operational, technical, ESG, sustainability, procurement, value-chain, tender, banking or compliance matters;
(d) contracts, proposals, pricing, fees, margins, negotiations and commercial terms;
(e) methodologies, templates, frameworks, models, tools, workflows, questionnaires, scoring logic, report structures, documentation architecture, evidence-structuring methods, review methods, implementation methods, service processes and know-how;
(f) ESG, sustainability, CSRD/CSDDD-related, supplier-readiness, procurement, buyer, lender, tender, stakeholder, implementation or documentation materials;
(g) reports, reviews, drafts, recommendations, assumptions, limitations, analyses, data structures, internal notes, working papers and supporting materials;
(h) client data, source materials, calculations, policies, procedures, confirmations, evidence, business records and internal descriptions;
(i) deliverables, drafts, partial outputs, final outputs, service materials and related communications;
(j) personal data, business contact information, employee information and organisational information where included in disclosed materials;
(k) the existence and substance of discussions, proposals, negotiations, projects, Service Orders, deliverables and the Parties’ commercial relationship;
(l) any information that should reasonably be understood to be confidential because of its nature, marking, context or circumstances of disclosure.

6. Orvenzia Confidential Information

Orvenzia Confidential Information includes Orvenzia’s non-public business model, ESG-led consultancy approach, commercial positioning, methodologies, templates, frameworks, questionnaires, scoring logic, pricing logic, report structures, documentation architecture, evidence-structuring methods, supplier-review logic, implementation methods, service processes, internal playbooks, drafts, working materials and know-how.

The Client may use Orvenzia Confidential Information only to evaluate, receive and use Orvenzia’s services and deliverables as permitted under the applicable Service Order.

The Client must not use Orvenzia Confidential Information to copy, reverse engineer, benchmark, train systems on, resell, white-label, publish or develop competing or similar services, templates, reports, frameworks, tools or methodologies.

7. Exclusions

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

(a) is or becomes public without 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 confidentiality;
(d) is independently developed without use of or reference to the Disclosing Party’s Confidential Information;
(e) is approved for release in writing by the Disclosing Party.

Information is not excluded merely because parts of it are publicly known if the specific combination, structure, context, analysis, compilation, method or application remains non-public.

8. Protection and Use

The Receiving Party shall:

(a) use Confidential Information only for the permitted purpose;
(b) protect Confidential Information with reasonable care and at least the same care it uses for its own similar confidential information;
(c) limit access to persons with a genuine need to know;
(d) not disclose Confidential Information except as permitted by this Agreement;
(e) not copy, extract, exploit, repurpose or commercialise Confidential Information except as necessary for the permitted purpose;
(f) promptly notify the Disclosing Party of any material unauthorised access, disclosure, copying, misuse or loss of Confidential Information.

9. Permitted Recipients

A Party may disclose Confidential Information only to its employees, directors, officers, professional advisers, lawyers, accountants, auditors, insurers, financiers, consultants, contractors, subcontractors, affiliates, software providers, hosting providers or other representatives who:

(a) have a genuine need to know for the permitted purpose; and
(b) are bound by confidentiality obligations, contractual duties, professional duties or legal duties appropriate to the nature of the Confidential Information.

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

10. AI, Systems and Training Restrictions

Orvenzia shall not use Client Confidential Information to train public AI models or public model-training systems.

The Client shall not use Orvenzia Confidential Information, deliverables, templates, structures, frameworks, methodologies or working materials to train public AI models, create competing systems or develop similar services.

Neither Party may upload the other Party’s Confidential Information to public AI tools, public repositories, shared databases or model-training environments where the information may be used to train, improve or develop third-party systems, unless authorised in writing.

11. Deliverables and External Sharing

Deliverables are subject to the permitted use and sharing rules stated in the applicable Service Order and Terms & Conditions.

Internal-only deliverables are Confidential Information and may be used only for the Client’s internal business, management, planning, ESG improvement, risk assessment, implementation, documentation readiness or advisory purposes.

Externally shareable deliverables may be shared only where, to the extent and for the purposes expressly permitted in the applicable Service Order.

External sharing of a deliverable does not give any recipient ownership of, or a right to copy, adapt, reuse, resell, benchmark, publish, train systems on, commercialise or derive competing services from, Orvenzia’s materials, structures, methods or know-how.

12. Client Identity and Public References

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

(a) use the Client’s name, logo, trade name or trademark in marketing, publicity, advertising, website content, social media, pitch material, case studies, testimonials, client lists, investor material, press releases or announcements;
(b) state or imply publicly that the Client is Orvenzia’s customer, client, counterparty or reference;
(c) disclose the existence of the Parties’ relationship, discussions, project, Service Order, deliverables or subject matter, except where already clearly public or required by law.

Nothing prevents the Client from identifying Orvenzia where reasonably necessary for permitted use of externally shareable deliverables, buyer dialogue, procurement dialogue, banking dialogue, tender-related communication or commercial due diligence, provided that Orvenzia Confidential Information is not disclosed except as permitted.

13. Required Disclosure

A Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, court order, public authority request, stock exchange rule or other legally binding requirement.

Where legally permitted, the Receiving Party shall give the Disclosing Party prompt written notice before disclosure and shall disclose only the minimum portion legally required.

Required disclosure does not otherwise release the Receiving Party from its confidentiality and restricted-use obligations.

14. Data Protection

This Agreement governs confidentiality and restricted use.

Where Orvenzia processes personal data on behalf of the Client as processor, such processing is governed by the applicable Data Processing Agreement.

Each Party remains responsible for complying with applicable data protection law.

The Client must not provide special categories of personal data, criminal offence data or unnecessary personal data unless expressly agreed in writing and lawfully supported.

15. Ownership and No Licence

All Confidential Information remains the property of the Disclosing Party.

No licence, transfer, assignment or intellectual property right is granted under this Agreement except the limited right to use Confidential Information for the permitted purpose.

Orvenzia retains ownership of its methodologies, templates, frameworks, models, tools, workflows, questionnaires, scoring logic, report structures, documentation architecture, evidence-structuring methods, review methods, implementation methods, service processes, ESG logic, commercial logic, know-how and generalised learnings, including where reflected in, used for or embedded in any deliverable.

The Client receives only the usage rights expressly granted in the applicable Service Order and Terms & Conditions.

16. Return and Deletion

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

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

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

17. No Warranty and No Obligation to Proceed

Confidential Information is provided “as is”.

Except where expressly agreed in writing, neither Party makes any representation or warranty as to the accuracy, completeness, currentness, reliability or fitness for purpose of Confidential Information.

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

18. Remedies

The Parties acknowledge that breach of this Agreement may cause harm that cannot be adequately remedied by damages alone.

Either Party may seek injunctive relief, interim measures, specific performance, deletion, return, cessation of use, takedown or other equitable relief, in addition to any other remedies available under applicable law or the applicable agreement.

Nothing in this Agreement limits either Party’s rights or remedies for breach of confidentiality, misuse of trade secrets, infringement of intellectual property rights, unlawful disclosure of personal data or unauthorised commercial exploitation.

19. Term and Survival

This Agreement enters into force when accepted, incorporated, referenced or otherwise agreed by the Parties.

This Agreement remains in force for the duration of the Parties’ discussions, negotiations, Service Order, project, business relationship or engagement and for two years thereafter.

Confidentiality and restricted-use obligations survive for five years from each disclosure.

Trade secrets remain protected for as long as they remain trade secrets under applicable law.

Obligations relating to ownership, intellectual property, restricted use, no reverse engineering, no commercial exploitation, no unauthorised use of Orvenzia materials, no AI training, return/deletion, remedies and governing law survive for as long as necessary to protect the relevant rights and interests.

20. International Application, Sanctions and Compliance

This Agreement applies regardless of the Client’s country of establishment, unless expressly varied in writing.

Each Party shall comply with applicable sanctions, anti-money laundering, anti-bribery, anti-corruption and export-control laws.

Orvenzia may refuse, suspend or terminate discussions, services or disclosure of information if Orvenzia reasonably believes that continuing may expose Orvenzia to sanctions, export-control, anti-money laundering, anti-bribery, anti-corruption, fraud, reputational, legal or regulatory risk.

Neither Party may use the other Party’s Confidential Information for unlawful purposes, misleading submissions, sanctions circumvention, bribery, corruption, fraud, money laundering or other restricted activities.

21. Relationship with Other Documents

If this Agreement conflicts with the applicable Service Order, the Service Order prevails as to scope, deliverables, payment, permitted use, permitted external sharing and service-specific rights.

This Agreement governs confidentiality, restricted use, non-disclosure and protection of Confidential Information unless the Service Order expressly states otherwise.

This Agreement does not limit any stricter confidentiality, intellectual property, data protection, trade-secret, restricted-use or non-disclosure protection contained in any other agreement between the Parties.

22. Language

This Agreement is prepared in English.

If any translation is prepared, the English version prevails unless the Parties expressly agree in writing that another language version is legally controlling.

23. Governing Law and Disputes

This Agreement is governed by Danish law, excluding conflict-of-law rules that would require the application of another country’s law.

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.

For higher-value international engagements, the applicable Service Order may instead provide for confidential arbitration in Denmark.

24. General Provisions

A failure or delay in exercising any right does not constitute a waiver.

If any provision is invalid or unenforceable, the remaining provisions remain in effect. The invalid provision shall be replaced by a valid provision that most closely reflects the original commercial intent.

No amendment is valid unless agreed in writing.

Headings are for convenience only and do not affect interpretation.

Clauses intended to survive termination or expiry shall survive, including confidentiality, restricted use, intellectual property, data protection, return/deletion, remedies, sanctions, language, governing law and disputes.