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NON-DISCLOSURE AGREEMENT
Regarding Confidential Information
Moscow
Date of Publication: August 23, 2023

This Non-Disclosure Agreement (hereinafter referred to as the "Agreement" or "NDA" or "Contract") is established between: Roman Yevgenyevich Pertsovskiy, an Individual Entrepreneur, registered under OGRNIP 320 774 600 533 511, TIN 771 471 799 252, hereinafter referred to as "Party 1," and any fully competent individual (including those of legal age) interested in collaborating with Party 1, to whom Party 1 has proposed this Agreement, hereinafter referred to as "Party 2."

Recognizing the Parties' collaboration or intended collaboration to provide Party 2 with the opportunity to provide services to Party 1 upon request;

Understanding that in the course of such collaboration and related discussions, the Parties may share certain Confidential Information (as defined below);

Agreeing that the disclosure and use of Confidential Information shall be governed by the terms of this Agreement, the Parties have mutually agreed as follows:

The NDA constitutes Party 1's proposal to Party 2 to enter into an Agreement on the terms specified herein.

The NDA is accessible at the following web address: https://uforce.pro/nda-agreement-en
Acceptance
The acceptance of this Agreement occurs when Party 2 sends an email from their email address to Party 1's email address at inform@uforce.pro containing the following information about Party 2: last name, first name, middle name (if applicable), passport series and number, issuing authority and date of issuance of the passport, passport registration address, and temporary residence address (if different), Taxpayer Identification Number, certificate of registration as a taxpayer of professional income (if applicable) at the time of concluding the Agreement, as well as Party 2's bank details (current account number, bank, IBAN (International Bank Account Number), BIC (Bank Identifier Code)).

This Offer shall be deemed accepted, and the Contract shall be considered concluded and effective on the date Party 1 receives the aforementioned email from Party 2. Acceptance is complete, unconditional, and unequivocal.

Notice PURSUANT TO ARTICLE 438, PARAGRAPH 3, OF THE CIVIL CODE OF THE RUSSIAN FEDERATION, BY TAKING ACTIONS TO ACCEPT THE OFFER, A PERSON AGREES TO THE TERMS SET FORTH BELOW AND BECOMES A PARTY TO THIS AGREEMENT. IN VIEW OF THE ABOVE, PLEASE CAREFULLY READ THE TEXT OF THE OFFER, AND IF ANY POINT IS DISAGREEABLE, REFRAIN FROM TAKING ACTIONS REQUIRED FOR ACCEPTANCE.

1. DEFINITIONS
Throughout this Agreement, the following terms shall have the meanings ascribed to them below:

Affiliated Entity — A legal entity, at the time of receiving Confidential Information, directly or indirectly controlling, jointly controlled with, or controlled by one of the Parties, or a company belonging to a group of entities including Party 1.

Agreement — This Non-Disclosure Agreement.

Confidential Information — Any scientific, technological, manufacturing, legal, financial, personal data, or other information, including but not limited to trade secrets (know-how), communicated in any form (including written and verbal communication, samples, models, computer programs, etc.) by the Disclosing Party to the Receiving Party under this Agreement. This information has commercial value due to its undisclosed status to third parties, lacks freely accessible legal basis, and is subject to protection by the Disclosing Party (trade secret).

However, the term "Confidential Information" shall not apply to information shared by the Disclosing Party with the Receiving Party that:

a) is publicly known as of the effective date of this Agreement or thereafter, unless this occurs due to the Receiving Party’s breach of obligations under this Agreement;

b) is independently developed by the Receiving Party without using Confidential Information, substantiated by evidence, or

c) is received by the Receiving Party from third parties on a legal basis without restrictions on disclosure or use, or was lawfully possessed by the Receiving Party before its transmission by the Disclosing Party, as evidenced by written documentation indicating that such receipt does not breach the confidentiality terms of this Agreement, or

d) is permitted for public disclosure with the written consent of the Disclosing Party as stipulated in this Agreement, or

e) does not qualify as a trade secret under the legislation of the Russian Federation.

Disclosing Party — The Party sharing Confidential Information with the other Party under this Agreement.

Receiving Party — The Party receiving Confidential Information from another Party under this Agreement.

Effective Date of the Agreement — The day on which the Offer is accepted.

Term of the Agreement — Five years from the date of acceptance.

2. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION
2.1. Throughout the term of this Agreement, the Receiving Party undertakes to:

a) maintain the confidentiality of all Confidential Information, preventing its disclosure or dissemination;

b) restrict access to the Confidential Information to its Affiliated Entities, officers, employees, and consultants who require such access to fulfill obligations under the Agreement between the Receiving Party and the Disclosing Party. The Receiving Party shall be responsible for these individuals' actions concerning the Confidential Information;

c) securely store the Confidential Information, preventing unauthorized access, including outside working hours, and implementing reasonable security measures comparable to those protecting the Receiving Party’s own Confidential Information, but in any case not less stringent than those stipulated in this Agreement;

d) promptly inform the Disclosing Party upon discovering any disclosure of Confidential Information to third parties and detail the measures taken to mitigate potential harm.

2.2. In addition to the obligation to refrain from disclosing Confidential Information to third parties in accordance with Article 2.1 and the liability for any breach thereof, the Receiving Party shall be accountable for:

a) the loss, theft, and unintended disclosure of Confidential Information;

b) the unauthorized disclosure of Confidential Information by individuals (including, but not limited to, current and former employees) to whom the Receiving Party, under this Agreement, is permitted to disclose Confidential Information received from the Disclosing Party.

2.3. Upon learning of any unintentional or unauthorized disclosure, the Receiving Party shall immediately notify the Disclosing Party and take reasonable measures to mitigate the consequences of such disclosure and prevent further dissemination.

2.4. In the event of a breach of its obligations under this Agreement, the Receiving Party may be subject to a penalty of 5000 (five thousand) USD, as well as full compensation for losses incurred due to the violation, considering potential lost profits.

3. PERMITTED DISCLOSURE OF CONFIDENTIAL INFORMATION
3.1. The Receiving Party is entitled to disclose Confidential Information to its employees, officers, Affiliated Entities, and consultants who require such information as specified in Article 2.1. These individuals may only use and disclose the Confidential Information as permitted by the Receiving Party under this Agreement.

3.2. If the Receiving Party or its authorized representatives are legally obligated to disclose any Confidential Information to Russian Federation governmental authorities, foreign state governmental authorities, or other bodies authorized by legislation to demand disclosure based on a duly executed request, and if such disclosure is not prohibited by applicable law, the Receiving Party must promptly notify the Disclosing Party in writing about the disclosure. Proper notification to the Disclosing Party relieves the Receiving Party that disclosed Confidential Information under this Article from breaching its confidentiality obligation regarding that information.
4. COPYING AND RETURNING PROVIDED MATERIALS
4.1. The Receiving Party shall not copy samples, models, computer programs, drawings, documents, and other materials containing Confidential Information provided by the Disclosing Party under this Agreement, except when necessary for the Agreement and only to the extent required.

4.2. All samples, models, computer programs, drawings, documents, and other materials provided under this Agreement containing Confidential Information remain the property of the Disclosing Party. The Receiving Party shall promptly return these materials upon the Disclosing Party’s request. Any unclaimed Confidential Information shall be stored by the Receiving Party in accordance with this Agreement’s requirements or destroyed with the Disclosing Party’s consent. The Parties agree that returning or destroying documented Confidential Information does not absolve the Receiving Party of its obligations under this Agreement.
5. GOVERNING LAW
5.1. This Agreement, along with any rights and obligations arising from it, shall be governed by the laws of the Russian Federation. All unresolved disputes between the Parties shall be subject to the jurisdiction of the court located where Party 1 is based.
6. MISCELLANEOUS
6.1. All notifications pursuant to this Agreement shall be made in writing and sent using the respective email addresses of the Parties.

6.2. If any provision of this Agreement is deemed illegal or legally invalid due to the law or other reasons, such circumstance shall not affect the legality or validity of the remaining provisions of this Agreement.

6.3. This Agreement takes effect on the Acceptance date, applying to the Parties' legal relations starting from January 1, 2021.