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NON-DISCLOSURE & NON-CIRCUMVENTION DECLARATION

THIS DECLARATION (the “Declaration”) is made by a party (natural or legal person; hereinafter referred to as “Partner”) either offering or interested in the business opportunities presented by M&A WORLD (M&A World Support Center – M&A World Kft.; registered seat: 2527 Máriahalom, Szomori út 42.; registration number: 11-09-029165) (hereinafter referred to as “Advisor”) (the Partner and the Advisor hereinafter jointly referred to as “Parties”) either through its own M&A World Network or through other channels, such as any of the @mandaworld.org e-mail addresses, or the employee, advisor, executive officer, subcontractor or representative of such persons.

WHEREAS

  1. The Advisor provides advisory and intermediary services to businesses in relation to the sale and purchase of their quotas, as well as their capital increase, joint ventures, asset transaction, equity financing or similar transactions (hereinafter referred to as a “Transaction”), where the Advisor is responsible for the introduction of potential investors, as well as sellers.

  2. It is a general principle of the Advisor that the disclosure of the fact that a particular business is open to conclude the Transaction or any information about that business or the contemplated Transaction can do irreparable damage to that business and to the Advisor.

  3. For that reason, the Advisor needs to have this Declaration signed or accepted by all prospective investors as well as all parties involved in achieving the Transaction, prior to disclosing any specific information about the business(es) which is(are) presented to the Partner.

Pursuant to the above, the undersigned prospective Partner, by signing or otherwise accepting this Declaration, agrees as follows:

  1. That any information provided by the Advisor on any business(es) is confidential (the “Confidential Information”) and will not be disclosed to any other person who has not also signed this Declaration or an equivalent declaration or agreement. Confidential Information shall also include the fact that any business is open to enter into a Transaction. Confidential Information shall include any information which is accessed from the M&AWorld network or received from @mandaworld.org e-mail addresses, as well as any intellectual property owned by and the know-how of the Advisor, furthermore, the Advisor’s network of contact and its confidential documents. In addition, Confidential Information shall also include the investment strategy of protentional investors, the fact that such investors intend to conclude the Transaction as well as the search criteria used by them.

    The Partner may disclose Confidential information to its employees, advisors or representatives to the extent necessary, and in the context of this Declaration such persons do not qualify as entities separate from the Partner, however, the Parties hereby expressly agree that the provisions of this Declaration shall be binding to all employees, advisors and representatives of the Partner, and that the Partner shall be liable for the actions of the aforementioned persons as for its own actions.

  2. Not to circumvent or attempt to circumvent the Advisor’s contract either with a business that is a potential seller (hereinafter referred to as the “Seller”) or with the Partner in any way.

  3. That all information regarding a Transaction and business(es) presented by the Advisor is provided by the respective Seller, Partner or by official sources without verification in any way by the Advisor. The Advisor makes no warranty, express or implied, as to the accuracy of such information, and recommends the Partner to make an independent verification of such information prior to closing of a Transaction where possible or necessary. The Advisor is not liable for any damages incurred by the Partner in relation to decisions made on the basis of the information provided by the Advisor.

  4. That all information provided shall be used for the sole purpose of evaluating the contemplated Transaction and shall not, in any manner, be used for other purposes. The Partner shall promptly advise the Advisor when its investigations or negotiations are completed. Upon all investigations and/or negotiations being completed, all Confidential Information should be either deleted or returned to the Advisor.

  5. To neither interfere nor compete with the Advisor, the M&A World network or with any of the Seller(s) or their businesses through the use of any Confidential Information, know-how, intellectual property or knowledge acquired under this Declaration, nor use any such information for the Partner’s own benefit. As part of such obligation, the Partner undertakes not to use any of the provided information to directly or indirectly, by itself or through relatives, affiliates, employees, subcontractors, executive officers, business partners or the relatives of such people to establish or join a company in competition with the Seller, nor to solicit the employees, subcontractors, business partners, executive officers or clients of said Seller.

  6. To acknowledge that the above-mentioned confidentiality and non-circumvention obligation shall apply after the signing or acceptance of this Declaration without geographical and time limitation.

  7. To acknowledge that the Partner shall be liable for the breach of this Declaration towards the Advisor in relation to any damages caused without limitation and shall indemnify the Advisor without limitation for any claims raised against the Advisor by third parties in relation to the breach of this Declaration by the Partner. Additionally, the Partner acknowledges that it shall be liable towards third parties other than the Advisor for the breach of this Declaration in accordance with the provisions of Act LVI of 2018 on the Protection of Business Secrets and of Act V of 2013 on the Civil Code.

  8. There shall however be no obligation for the Partner to refrain from disclosing or using any of the Confidential Information in relation to which it may be reasonably proven that:
    • it is generally available to the public at the time of its disclosure;
    • it became part of the public domain or publicly known or available by publication or otherwise, not due to any unauthorized act or omission on the part of the Partner;
    • it was at the time of disclosure already known to Partner, other than from the Advisor;
    • such disclosure is requested by an authority or court.

  9. To acknowledge that the Partner shall be liable for the breach of this Declaration towards the Advisor in relation to any damages caused without limitation and shall indemnify the Advisor without limitation for any claims raised against the Advisor by third parties in relation to the breach of this Declaration by the Partner. Additionally, the Partner acknowledges that it shall be liable towards third parties other than the Advisor for the breach of this Declaration in accordance with the provisions of Act LVI of 2018 on the Protection of Business Secrets and of Act V of 2013 on the Civil Code.

This Declaration shall be applicable with effect either from the date written below or by the date the Partner declares to accept this Declaration as binding.