MUTUAL NON-DISCLOSURE AGREEMENT

Version 2024-12

This Agreement is made and entered into as of `contract_effective_date`, by and between:

InHotel Sàrl, a company registered in Geneva, Switzerland, with registration number CHE-422.551.960, having its principal office at Chemin de Bonvent 32, 1218 Le Grand-Saconnex, and

`contract_registered_company_name`, a company with its registered office at `contract_registered_company_address`

(each, a “Party” and collectively, the “Parties”).

1. Purpose

In connection with the Parties’ mutual interest in discussing a proposed business transaction between the Parties (the “Proposed Transaction”), each Party (the “Disclosing Party”) may furnish or otherwise make available to the other Party (the “Receiving Party”) certain information regarding or relating to the Disclosing Party that is either non-public, confidential, or proprietary in nature (“Confidential Information”), as further described below.

2. Confidential Information Defined

Confidential Information includes, without limitation, all information about the Disclosing Party’s business, business plans, customers, strategies, trade secrets, operations, records, finances, assets, technology, data, and information that reveals the processes, methodologies, technology, or know-how by which the Disclosing Party’s existing or future products, services, applications, and methods of operation are developed, conducted, or operated, as well as other non-public, confidential, or proprietary information, together with all analyses, compilations, forecasts, studies, or other documents or work product prepared on the basis of the foregoing.

Confidential Information may be:
1. (i) designated as such by the Disclosing Party by letter or by the use of an appropriate proprietary stamp or legend prior to or at the time any such trade information is disclosed by the Disclosing Party to the Receiving Party, or  
2. (ii) acquired by the Receiving Party through either oral or visual disclosure.  
Regardless of the means of disclosure, Confidential Information shall include any information of the Disclosing Party which would be apparent to a reasonable person familiar with the Disclosing Party’s business and the industry in which it operates as being non-public, or of a confidential or proprietary nature, the maintenance of which is important to the Disclosing Party.

3. Exclusions

The term “Confidential Information” shall not include information which:
- (i) is or becomes available to the public as a result of a disclosure by the Disclosing Party or any of its Representatives;
- (ii) becomes available to the Receiving Party on a non-confidential basis from a source which is not prohibited from disclosing such Confidential Information by a legal, contractual, or fiduciary obligation to the Disclosing Party;
- (iii) is independently and verifiably known by the Receiving Party prior to disclosure of such Confidential Information by the Disclosing Party pursuant to this Agreement;
- (iv) is independently and verifiably developed by the Receiving Party without reference to or reliance upon any of the Confidential Information received from the Disclosing Party.  

In the event of any disputed public disclosure by the Receiving Party, the Receiving Party shall bear the burden of proof of demonstrating that its disclosure is governed by one of the aforementioned exceptions.

4. Non Disclosure of Confidential Information

The Receiving Party agrees to keep Confidential Information in strict confidence and will not, without the prior written consent of the Disclosing Party, disclose it to third parties, in whole or in part. Neither the Receiving Party nor any of its Representatives may use the Confidential Information other than in connection with the Receiving Party’s consideration of the Proposed Transaction. Moreover, the Receiving Party agrees that it will only disclose the Confidential Information to those Representatives who need to know the Confidential Information for the specific purpose of assisting the Receiving Party in the consideration of the Proposed Transaction, and who are bound by obligations of confidentiality no less restrictive than those of this Agreement. The Receiving Party shall be responsible for any breach of this Agreement by any of its Representatives.

5. Return of Confidential Information

All copies of any written Confidential Information will be returned to the Disclosing Party immediately upon its request or will be permanently erased or destroyed by the Receiving Party.

6. No License

Nothing in this Agreement grants the Receiving Party any rights, license, or ownership in or to the Confidential Information, except as expressly set out in this Agreement.

7. Restrictions on Use

The Receiving Party will not cause or permit any reverse engineering of any Confidential Information or any recompilation or disassembly of any software programs that are part of the Confidential Information received under this Agreement. The Receiving Party will adopt and maintain programs and procedures reasonably calculated to protect the confidentiality of the Confidential Information received hereunder. The Receiving Party will promptly report to the Disclosing Party any actual or suspected violation or breach of this Agreement by the Receiving Party or any of its Representatives. The Receiving Party will take all reasonable steps to prevent, control, or remedy any such violation or breach.

8. Legal Disclosure

If the Receiving Party or any of its Representatives becomes legally compelled to disclose any of the Confidential Information, the Receiving Party will provide the Disclosing Party with prompt notice so that the Disclosing Party may seek a protective order or other appropriate remedy, or waive compliance with this Agreement. If such a protective order or remedy is not obtained, the Receiving Party will furnish only that portion of the Confidential Information which is legally required to disclose, and will use reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to the Confidential Information disclosed.

9. Injunctive Relief

In the event of any breach of this Agreement, the non-breaching Party shall be entitled to seek equitable relief, including injunctive relief (without the necessity of posting a bond or other guaranty) and specific performance, in addition to all other remedies available at law or in equity.

10. Termination

This Agreement is effective when signed by both Parties and will continue in full force until terminated by either Party upon written notice to the other Party. The confidentiality obligations of the Receiving Party shall remain in effect for a period of 5 years from the date of disclosure of the Confidential Information or until the Confidential Information no longer qualifies as confidential under Section 3, whichever occurs first.

11. Agreement is Confidential

Neither Party nor its Representatives will disclose to any other person or entity the fact that Confidential Information has been made available to such Party or that the Parties are considering the Proposed Transaction without prior written consent of the other Party.

12. Disclaimer

The Receiving Party acknowledges that all Confidential Information provided under this Agreement is being provided without any representation or warranty as to its accuracy or completeness. The Disclosing Party expressly disclaims any liability based on the Confidential Information or errors or omissions therein.

13. Reserved Rights

The Receiving Party agrees that all Confidential Information disclosed hereunder, together with any and all intellectual property rights related thereto, is and shall remain the exclusive property of the Disclosing Party. No license or rights to such information are granted by the Disclosing Party or implied hereunder.

14. Waiver

No failure or delay by either Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof.

15. Assignment

This Agreement may not be assigned by either Party without written consent of the other Party. This Agreement shall be binding upon any legal successors and assigns of the Parties.

16. Amendments

This Agreement may not be modified except by a written agreement signed by both Parties.

17. Severability

If any provision of this Agreement is found to be invalid or unenforceable under Swiss law, the remainder of this Agreement shall remain in full force and effect. The invalid provision shall be deemed modified to the extent necessary to make it enforceable.

18. Counterparts

This Agreement may be executed in counterparts, each of which will be deemed an original Agreement, but all of which together will constitute a single Agreement.

19. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Switzerland. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Geneva, Switzerland.

20. Miscellaneous

The obligations of confidentiality imposed hereunder also cover any Confidential Information acquired by the Receiving Party from any Representative of the other Party prior to the date of this Agreement. Each Party agrees to comply with applicable laws and regulations regarding the handling of Confidential Information.

21. Agreement and Consent

This Agreement may be executed electronically, and the Parties agree that electronic consent through the "I Agree" button shall be considered as valid and binding as physical signatures.

InHotel Sàrl
Name: Jan Popovic
Title: CEO
Date: `contract_current_date`

`contract_registered_company_name`
Name: `contract_signatory_name`
Title: `contract_signatory_title`
Date: `contract_current_date`

By clicking "I Agree", you confirm that you have read, understood, and agree to the terms of this Agreement. This electronic action constitutes acknowledgment of binding legal obligations under the laws of Switzerland.