Standard mutual non-disclosure agreement (NDA)

1.1. “Confidential Information” means any information that a disclosing Party (the “Discloser”) provides to the other Party (the “Recipient”) in connection with the Project in any form: documents, financial models, technical and legal documentation, data, oral communications and access to the Deal Room. Information is confidential if it is marked as confidential or if, by its nature, it should reasonably be regarded as confidential. The fact and content of the discussions between the Parties are also confidential.

1.2. “Project” means the investment project for which an NDA request has been sent on the Platform; its identifier is stated in the record of acceptance.

1.3. “Purpose” means the Recipient’s evaluation of a possible participation in financing, co-financing or implementing the Project and, by mutual agreement, negotiating such participation.

1.4. “Deal Room” means the secure section of the Platform in which the Parties exchange documents by access level.

1.5. “Representatives” means the Recipient’s employees, officers and affiliates, its professional advisers (lawyers, auditors, financial and technical consultants) and prospective co-financiers who need the information for the Purpose and are bound to confidentiality on terms no less strict than this Agreement.

2.1. The Recipient shall keep the Confidential Information secret and protect it with at least the same measures it applies to its own confidential information, and in any case with reasonable and sufficient measures.

2.2. The Recipient shall not disclose the Confidential Information to third parties other than its Representatives and is responsible for their compliance with this Agreement.

2.3. The Recipient shall not copy the Confidential Information except as needed for the Purpose and shall not circumvent the Deal Room’s technical protections (access levels, watermarks, download restrictions).

2.4. The Recipient shall promptly notify the Discloser of any unauthorised disclosure or use of Confidential Information that comes to its attention and shall help to limit the consequences.

3.1. The Recipient shall use the Confidential Information solely for the Purpose.

3.2. The Recipient shall not use the Confidential Information to the detriment of the Discloser, including for competing purposes or to acquire rights in the Project’s asset outside the arrangements with the Initiator.

4.1. This Agreement does not apply to information that: (a) is or becomes publicly available other than through a breach of this Agreement; (b) was lawfully known to the Recipient before disclosure, as shown by documents; (c) was developed by the Recipient independently without use of the Confidential Information; or (d) was lawfully received from a third party under no duty of confidentiality.

4.2. The Recipient may disclose Confidential Information if required by law, a court or a competent public authority (including a regulator or an auditor of a financial institution), to the minimum extent necessary. Where the law permits, the Recipient shall give the Discloser prior notice so that it can take protective measures.

5.1. The Agreement takes effect when it is accepted on the Platform and remains in force for 3 (three) years.

5.2. Obligations in respect of Confidential Information disclosed during the term remain in force for that term. For information that is a trade secret under the law and for personal data, the obligations continue for as long as such information retains that status.

5.3. Either Party may stop exchanging information by notifying the other Party through the Platform. This does not release the Parties from obligations in respect of information already disclosed.

6.1. On the Discloser’s written request, or when discussions end, the Recipient shall within 10 (ten) business days return or destroy the Confidential Information and all copies and confirm this in writing.

6.2. The Recipient may retain copies that were created automatically in backup systems and cannot technically be deleted promptly, and copies it is required to keep by law or compliance rules. Such copies remain confidential for as long as they exist, regardless of the term of the Agreement, and shall not be used for any other purpose.

7.1. All rights in the Confidential Information remain with the Discloser. This Agreement grants the Recipient no licence or intellectual-property right.

7.2. Confidential Information is provided “as is”. The Discloser does not warrant its completeness or accuracy except as expressly set out in definitive agreements between the Parties. The Recipient carries out its own due diligence and decides at its own risk.

8.1. This Agreement does not oblige either Party to start or continue negotiations, to conclude any agreement concerning the Project or to take any other action. Neither Party obtains exclusivity.

8.2. Each Party bears its own costs of evaluation and negotiation.

9.1. If Confidential Information contains personal data, the Recipient shall process it in accordance with applicable data-protection law (including the GDPR where it applies) and only within the Purpose.

10.1. A Party in breach shall compensate the other Party for proven losses as provided by applicable law. The Recipient is responsible for breaches by its Representatives.

10.2. The Parties acknowledge that disclosure of Confidential Information may cause harm that is difficult to compensate in money; the Discloser is therefore entitled to demand that the breach stop immediately and to seek interim relief available by law.

11.1. This Agreement is governed by the law of Ukraine.

11.2. The Parties shall try to resolve disputes by negotiation within 30 (thirty) days. If no agreement is reached, the dispute shall be heard by the competent court of Ukraine, unless the Parties have agreed otherwise in writing in the definitive agreements (including international arbitration).

12.1. The Platform acts solely as an operator: it enables electronic acceptance of the Agreement and provides the Deal Room and the event log (Legal Event Log). The Platform is not a party to the Agreement, does not review the content of Confidential Information and is not responsible for the Parties’ performance.

12.2. The Platform records acceptance of the Agreement in the log: the date and time, the user identifier, the IP address, the Project, the version number and a hash of the Agreement text. On a Party’s request, these records are provided to it as proof of acceptance.

12.3. The Platform does not access the content of the Deal Room except as necessary for security, technical operation and compliance with the law, and keeps such data confidential in accordance with the Privacy Policy.

12.4. The Platform may restrict access to the Deal Room in case of a breach of the Agreement, suspected fraud or sanctions concerns.

13.1. The Agreement is concluded when both Parties (each through its authorised user) have accepted it on the Platform: confirmed that they have read the full text of this version and clicked the confirmation button.

13.2. The person accepting the Agreement confirms that they are authorised to act on behalf of their organisation. The Parties agree not to challenge the validity of the Agreement solely because it was accepted electronically, and the entry in the Platform’s event log is recognised as evidence of acceptance.

14.1. Neither Party may assign its rights and obligations under the Agreement without the other Party’s written consent.

14.2. This Agreement is the Parties’ entire agreement on its subject matter. It may be amended only by accepting a new version of the Agreement on the Platform.

14.3. If any provision of the Agreement is held invalid, the remaining provisions stay in force.

14.4. The Parties give notices through the Platform or to the e-mail address stated in the account. The Ukrainian text prevails over translations.