Non-disclosure agreement (NDA)

This is a translation of the Dutch original. In case of any discrepancy, the Dutch version prevails.

This non-disclosure agreement (geheimhoudingsverklaring) belongs to the cooperation between Procesbrein and the Client in the context of a Scan, Build (Uitvoering) and/or Care (Beheer).

Parties

• Procesbrein, registered with the Dutch Chamber of Commerce (Kamer van Koophandel, KvK) under number 42091045, trading under the name Procesbrein (procesbrein.nl);
• The Client, as further identified in the associated order confirmation or agreement.

Article 1 — Confidential information

1.1 Confidential information means: all information that one party provides to the other or to which the other gains access, and that has been designated as confidential or whose confidential nature is reasonably clear. This includes, among other things, business processes, systems, data, customer and employee data, prices, methods and plans.

1.2 Information is not confidential if it demonstrably (a) was already public without any breach, (b) was lawfully obtained from a third party, or (c) was independently developed without use of the confidential information.

Article 2 — Obligations

2.1 The receiving party uses confidential information solely for the cooperation and not for any other purpose.

2.2 The receiving party does not share confidential information with third parties without prior written consent, except with employees or engaged service providers who need the information and are bound by equivalent confidentiality obligations.

2.3 The receiving party protects confidential information with the same care as its own confidential information, and at least with reasonable care.

Article 3 — Disclosure required by law

3.1 Disclosure on the basis of a statutory obligation or court order is permitted, provided that the other party is informed in advance to the extent that this is permitted.

Article 4 — Duration

4.1 This confidentiality obligation applies from the first exchange of confidential information and remains in force until 3 years after the end of the cooperation.

Article 5 — Return

5.1 Upon request, the receiving party returns or destroys the confidential information after the end of the cooperation, subject to any statutory retention obligation.

Article 6 — Governing law

6.1 Dutch law applies to this non-disclosure agreement. Disputes are submitted to the competent court of the Zeeland-West-Brabant District Court (rechtbank Zeeland-West-Brabant).