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Relab NDA

RELAB DEVELOPMENT NON-DISCLOSURE AGREEMENT

THIS NONDISCLOSURE AGREEMENT (the “Agreement”) is entered into as of January 22, 2025 (“Effective Date”), and governs the disclosure of information by and between (“Recipient”) and RELAB DEVELOPMENT APS (“Disclosing Party”).

Purpose. In connection with the evaluation of a possible business relationship between the parties (“Purpose”), Disclosing Party may disclose to Recipient certain Confidential Information (defined below).

Confidential Information. “Confidential Information” shall mean any and all non-public technical and non-technical information provided by Disclosing Party to Recipient, including but not limited to (a) patent and patent applications, (b) trade secret, and (c) proprietary information, including but not limited to ideas, techniques, sketches, drawings, works of authorship, mask works, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, creations, music, videos, software source documents, and formulae related to the current, future, and proposed products and services, and including, without limitation, information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, marketing plans and information Disclosing Party provides regarding third parties; in each case, whether owned by Disclosing Party or an affiliate, vendor, licensee, customer or other business partner of Disclosing Party, and whether disclosed orally, electronically, in writing, or through any type of storage medium or otherwise, and which Disclosing Party designates as being confidential or which, under the circumstances surrounding its disclosure, a reasonable person would have recognized as being confidential.

Protection and Use. Recipient agrees that at all times and notwithstanding any termination or expiration of this Agreement, it will hold in strict confidence and not disclose to any third party the Confidential Information of Disclosing Party, except as provided by this Agreement or approved in writing by Disclosing Party, and will use such Confidential Information for no purpose other than the Purpose. Recipient shall only permit access to Confidential Information of Disclosing Party to those of its employees or authorized representatives having a need to know and who have signed confidentiality agreements or are otherwise contractually bound by confidentiality obligations at least as restrictive as those contained herein. Recipient agrees that it will use commercially reasonable efforts, but in no event less than the same efforts that Recipient uses to protect its own similar information, to prevent any unauthorized access to or disclosure of the Confidential Information of Disclosing Party. Recipient agrees it will not modify, reverse engineer, decompile, create other works from, release any work based solely, partly or otherwise include any info obtained from Disclosing Party or disassemble any software programs contained in the Confidential Information of Disclosing Party without the prior written consent of Disclosing Party. Recipient shall immediately notify Disclosing Party upon discovery of any unauthorized disclosure, misuse or loss of the Confidential Information of Disclosing Party.

Exclusions. Recipient’s obligations under this Agreement with respect to any portion of Disclosing Party’s Confidential Information shall terminate when Recipient can document that the Confidential Information or portion thereof: (a) was in the public domain at the time it was communicated to Recipient by Disclosing Party; (b) entered the public domain subsequent to the time it was communicated to Recipient by Disclosing Party through no fault of Recipient; (c) was in Recipient’s possession free of any obligation of confidence at the time it was communicated to Recipient by Disclosing Party; (d) was rightfully communicated to Recipient free of any obligation of confidence subsequent to the time it was communicated to Recipient by Disclosing Party. Recipient may disclose Confidential Information in response to an order by a court or a requirement of a governmental agency or law, provided that in each case, Recipient gives Disclosing Party timely prior written notice of such order or requirement in order to permit Disclosing Party to seek confidential treatment of such information or other remedy, and cooperates with Disclosing Party as reasonably requested, at Disclosing Party’s cost, in seeking such treatment or such remedy.

Copies. Confidential Information shall not be reproduced in any form except as required to accomplish the Purpose. Any reproduction of any Confidential Information of Disclosing Party shall remain the property of Disclosing Party and shall contain any and all confidential or proprietary notices or legends which appear on the original, unless otherwise authorized in writing by Disclosing Party.

Return of Materials. Upon termination or expiration of this Agreement, or upon written request of Disclosing Party, Recipient shall promptly return to Disclosing Party all documents and other tangible materials, including but not limited to notes, memoranda and analyses, embodying all or any portion of Disclosing Party’s Confidential Information, and all copies thereof.

Ownership. The parties recognize and agree that nothing contained in this Agreement shall be construed as granting any property rights, by license or otherwise, to any Confidential Information of Disclosing Party disclosed pursuant to this Agreement, or to any invention or any patent, copyright, trademark or other intellectual property right that has issued or that may issue, based on such Confidential Information.

Term and Termination. This Agreement shall become effective on the Effective Date and terminate twenty (20) years after the Effective Date, or may be terminated by either party at any time upon sixty (60) days’ written notice to the other party. Each party’s obligations hereunder shall survive termination of this Agreement and (a) with respect to non-technical sales, marketing and financial Confidential Information, shall continue in full force and effect for ten (10) years from the date of termination of this Agreement; (b) with respect to technical Confidential Information, shall be terminated only pursuant to Section 4; and (c) shall be binding upon such party’s heirs, successors and assigns.
Governing Law and Jurisdiction. This Agreement shall be governed by and construed under the laws of Denmark without regard to any choice of law principles. Any disputes under this Agreement shall be brought in the state courts located in Denmark, and the parties hereby consent to the personal jurisdiction and venue of such courts.

Remedies. Each party recognizes and acknowledges the competitive value and confidential nature of the Confidential Information of Disclosing Party, and that irreparable damage may result to Disclosing Party if information contained in the Confidential Information or derived therefrom is disclosed to any third party or is used for any purpose other than as provided herein. Each party agrees that its obligations hereunder are necessary and reasonable in order to protect Disclosing Party and Disclosing Party’s business, and expressly agrees that monetary damages would be inadequate to compensate Disclosing Party for breach of any covenant or agreement set forth herein. Accordingly, each party agrees and acknowledges that, in the event of any such violation or threatened violation, and in addition to any other remedies that may be available herein, in law, in equity or otherwise, Disclosing Party shall be entitled to seek injunctive relief against the breach or threatened breach of this Agreement, without the necessity of posting bond or proving actual damages.

Attorneys’ Fees. If either party brings an action to enforce the provisions of this Agreement, the prevailing party (including a party who agrees to dismiss an action upon payment of sums allegedly due, or who obtains substantially the relief sought) shall be entitled to attorneys’ fees and arbitration and court costs.

Compliance with Law. Recipient shall not export, directly or indirectly, any technical data acquired from Disclosing Party pursuant to this Agreement or any product utilizing any such data in violation of any applicable E.U. or Danish law, regulation or executive order, including: (a) to any country or destination subject to E.U. or Danish government sanctions: (b) to any person or entity identified by any agency of the E.U. or Danish government as prohibited, denied or debarred; (c) for any prohibited use; or (d) with respect to which the E.U. or Danish government or any agency thereof at the time of export requires an export license or other governmental approval, without first obtaining such license or approval.

Miscellaneous. Any notices required by this Agreement shall be given by hand or sent by overnight courier to the intended party at its address set forth below. Each of the parties agrees that this Agreement: (a) is the complete and exclusive statement between the parties with respect to the use and protection of the Confidential Information; (b) supersedes all related discussions and other communications between the parties; and (c) may only be modified in writing by authorized representatives of each of the parties. If any provision of this Agreement is found by a court to be unenforceable or invalid, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole; in such event, the unenforceable or invalid provision shall be modified and interpreted so as to best accomplish the objectives of such provision within the limits of applicable law.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by its duly authorized representative as of the Effective Date.

RECIPIENT

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Signed by Martin Lind
Signed On: December 2, 2024

Timestamp

Audit

December 2, 2024 8:29 am CET

Relab NDA Uploaded by Martin Lind - contracts@relab.dk IP 176.61.152.34

December 2, 2024 8:38 am CET

Lennart Qvist - lennart.qvist@relab.dk added by Mario Podrug - contracts@relab.dk as a CC'd Recipient Ip: 176.61.152.34

December 2, 2024 8:41 am CET

Lennart Qvist - lennart.qvist@relab.dk added by Martin Lind - contracts@relab.dk as a CC'd Recipient Ip: 176.61.152.34

December 2, 2024 10:13 am CET

Lennart Qvist - lennart.qvist@relab.dk added by Martin Lind - contracts@relab.dk as a CC'd Recipient Ip: 176.61.152.34