Confidentiality Agreement (NDA)

(Appendix No. 2)

APPENDIX NO. 2 – CONFIDENTIALITY AGREEMENT

Concluded pursuant to Section 269 (2) of Act No. 513/1991 Coll. (the Commercial Code) as amended between the following parties:

Provider (Hereinafter “Provider”) is the operator of the portal www.pulsawork.com and of other portals on other domains, and provides services related to process management in companies through a software application as well as related services, all under the conditions set forth in these and related terms.

Recipient (Hereinafter “Recipient”) means a natural person – a sole trader – or a legal entity who completes an registration form on the portal www.pulsawork.com via the form published on the website www.pulsawork.com (hereinafter “Recipient”).

(The Provider and the Recipient shall hereinafter be collectively referred to as “the Participants of the Agreement”.)

SUBJECT OF THE AGREEMENT

The subject of this Agreement is to ensure a regime of secrecy and to prevent unauthorized disclosure, access, or any other unauthorized use of confidential information and materials that the Recipient shall receive from the Provider and of which the Recipient will become aware in connection with the performance of the activities of the Recipient and the Provider under their separate cooperation agreements or service agreements, especially but not only in relation to the PULSAWORK platform, under the conditions set forth in this Agreement.

By entering into this Agreement, the Recipient acknowledges the following:

  • The Recipient will have access to confidential information, in particular trade secrets (hereinafter “Confidential Information”), of the Provider, its affiliated companies, and the Provider’s end customers to whom the Provider directly or indirectly provides services.
  • The Recipient understands that it has received or will receive Confidential or protected information from third parties – the clients to whom the Provider provides services, directly or indirectly. The Provider is responsible toward its clients for maintaining the confidentiality of such information and for its use only for limited purposes.
  • The Recipient acknowledges that the Provider operates in a highly competitive information technology market where information is one of the most valuable assets; therefore, any unauthorized disclosure of Confidential Information may cause significant damage, result in penalties, or harm the Provider’s reputation.
  • The Recipient acknowledges that for unauthorized disclosure and/or use of Confidential Information it may be held legally liable.

DEFINITION OF CONFIDENTIAL INFORMATION

For the purposes of this Agreement, “Confidential Information” means all financial, commercial, technical, and other information in any form. Confidential Information includes, but is not limited to, information and data regarding:

  • Source codes, architectures, technologies, computer programs (or parts thereof) developed or being developed by the Provider or any of its employees, affiliated companies, or representatives;
  • Information regarding suppliers and clients;
  • Business and production plans and development programs;
  • Research and development plans, know‑how;
  • Programs, projects related to products, software, inventions, designs, and technologies;
  • Information regarding investors and strategic partners;
  • Agreements with clients;
  • Agreements with investors and strategic partners; and
  • Personal data of current and future employees and advisors of the Provider.

The Recipient acknowledges that due to the nature of the Provider’s business processes and the particularity of providing IT services, Confidential Information may not always be explicitly marked as “confidential” but should be treated as confidential if it is not publicly available (for example, if access to the information or documentation is password-protected or stored in secure areas of the Provider). In case of any doubt regarding the nature of the information, the Recipient must request written guidance from the Provider and treat the information as confidential until receiving a response.

Confidential Information does not include the following: (i) Information that is generally known to the public (except where it becomes publicly available as a result of a breach of confidentiality or other breach of this Agreement by the Recipient);
(ii) Information that cannot be regarded as confidential (or is not considered a trade secret) under the legal provisions of the Slovak Republic.

OBLIGATIONS OF CONFIDENTIALITY OF THE RECIPIENT

  1. The Recipient is obliged to maintain the confidentiality of the Confidential Information and to handle such information in a manner that prevents its disclosure to any unauthorized third parties, even negligently.
  2. The Recipient undertakes not to use the Confidential Information for its own benefit or for the benefit of any third party.
  3. The Recipient shall not, directly or indirectly, disclose the Confidential Information without the Provider’s prior written consent. Any disclosure or provision of Confidential Information to a third party (in any form or by any means, including but not limited to paper form, electronically, by email, SMS, etc.), its mention at public events, in the media, on the Internet, or on social networks, shall be considered a disclosure under this Agreement.
  4. If a duly authorized state authority requests the disclosure of Confidential Information, the Recipient shall immediately inform the Provider, including providing a detailed description of the requested information.
  5. In the event that Confidential Information is provided to a third party (including requests by state authorities or on the basis of a written request by the Provider), the Recipient is obliged to inform such third party of the confidential nature of the provided information.
  6. The Recipient declares that it is aware that any breach of the prohibition on disclosing or using Confidential Information may cause significant damage and other harm to the Provider.
  7. For the purpose of protecting the Confidential Information, the Provider shall have the right to conduct controls under the terms of this Agreement. For such controls, the Provider may, at any time and without further notice, inspect the contents of devices, disks, and other storage media belonging to the Recipient that are located at its premises, as well as email accounts and other communication tools provided to the Recipient by the Provider, using appropriate technical and information devices.
  8. The obligation of confidentiality of the Recipient shall continue indefinitely, even after this Agreement ceases to be valid or effective or the legal relationship upon which the cooperation is based terminates.
  9. If the Recipient is a legal entity, it is obliged to bind any third parties involved in providing services or cooperating with the Provider to confidentiality to the same extent as provided in this Agreement. In the event of a breach by such third parties, the Recipient shall be held liable to the Provider as if the Recipient itself had breached its obligations.

Additionally, the Recipient shall:

  • Refrain from engaging in any unethical or anti-competitive business activities;
  • Not disclose Confidential Information (including via the Internet or social networks) or do anything that may harm the reputation of the Provider or its clients, representatives, or employees;
  • Avoid situations that may be considered a conflict of interest in relation to the Provider’s activities. In case of a potential or actual conflict of interest, the Recipient must immediately inform the Provider in writing.

SANCTIONS

The Participants agree that in the event of any breach of the obligations under this Agreement by the Recipient, the Recipient shall be obliged to pay the Provider a contractual penalty in the amount of EUR 10,000 (ten thousand euros), based on a written demand. The Provider’s right to claim compensation for any damage caused is not affected, even if such damage exceeds the amount of the contractual penalty.

DURATION AND TERMINATION OF THE AGREEMENT

  1. This Agreement shall enter into force and become effective on the date of its signing by both Participants.
  2. The confidentiality obligations under this Agreement shall continue for the entire duration of the performance of services by the Recipient for the Provider and shall not cease even if this Agreement for any reason becomes invalid or terminates, or if the legal relationship under which the Participants cooperate or under which the Recipient performs services for the Provider terminates.

FINAL PROVISIONS

  1. Any changes to this Agreement must be made in writing based on mutual agreement and signed by both Participants.
  2. This Agreement is executed in two counterparts, each of which is considered an original, with each Participant receiving one counterpart.
  3. The Participants declare that they have read this Agreement before signing, that it is concluded by mutual consent and on the basis of their free will, without coercion or manifestly unfavorable conditions, that they fully understand its content, and that they sign this Agreement as a sign of their consent.

IN WITNESS WHEREOF,

In Košice, on 01 July 2022