Legal

Non-Disclosure Agreement (NDA)

As of: September 2026

This mutual non-disclosure agreement (NDA) applies between Rheono, owner Samir Abis, Daimlerstr. 5E, 76669 Bad Schönborn, Germany (hereinafter "Party 1"), and the counterparty (hereinafter "Party 2"), regardless of whether a contract for security services already exists at this time. Purpose: to protect the exchange of confidential information before and during a possible collaboration.

1. Scope

This agreement applies to all information one party discloses to the other in connection with a possible or existing collaboration on security testing (including the free initial check, single audits and the continuous test) — whether oral, written, electronic or in any other form.

2. Confidential Information

"Confidential Information" means all information that is not obviously publicly known and is marked as confidential or by its nature to be regarded as confidential. In particular: business, financial and customer information; system architectures, topologies, configurations and network diagrams; vulnerability findings, vulnerability reports, proofs of concept and test data; access credentials and key material; roadmaps, contracts and pricing information; and all personal data.

3. Exclusions

The obligations of this agreement do not apply to information that: (a) was already publicly known at the time of disclosure; (b) later becomes publicly known without breach of this agreement; (c) was already known to the recipient before disclosure; (d) the recipient obtains from a permissible third source without a confidentiality obligation; or (e) the recipient develops independently, without use of the Confidential Information.

4. Confidentiality obligation

The recipient undertakes to (i) keep the Confidential Information strictly confidential with care that is at least equal to its own care for its own Confidential Information, and at least that of a prudent merchant; (ii) use it solely for the purpose of assessing the collaboration; (iii) disclose it only to those employees, advisers, representatives and legally entitled bodies who need it to assess the collaboration and who are bound by equivalent confidentiality obligations; and (iv) not pass it on to third parties.

5. Compelled disclosure

To the extent the recipient is obliged by law, authority or court to disclose Confidential Information, it may make such disclosure only to the extent required by law and — where legally permissible and reasonable — informs the other party in advance, if possible.

6. No ownership, no licence

This agreement transfers no ownership and grants no licence. Confidential Information remains the property of the disclosing party. Disclosure creates neither a claim to conclude a contract nor an obligation to collaborate.

7. Term

The confidentiality obligation continues for the duration of the collaboration and for 5 years after its end. For information protected as a trade secret under § 17 UWG, it continues for as long as the statutory conditions for trade-secret protection are met. The remaining provisions are unaffected by termination.

8. Return and deletion

On request of the disclosing party, the recipient returns all Confidential Information (including copies) without delay or destroys it and confirms this in text form on request, unless a statutory retention obligation applies.

9. No warranty

Confidential Information is provided "as is"; no express or implied warranty is given as to its accuracy, completeness or suitability.

10. Liability

A party is liable to the other for damages from a breach of this agreement under the general provisions, limited, for light negligence, to the breach of essential contractual obligations. This does not apply in case of intent, gross negligence, or injury to life, body or health.

11. Governing law and jurisdiction

The laws of the Federal Republic of Germany apply to this agreement, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). In case of conflict the German version prevails. Exclusive jurisdiction is, to the extent legally permissible, the seat of Rheono.

Note: This agreement also applies before a contract for security services (e.g. during the free initial check). Where a more detailed NDA on the same subject matter is signed, it prevails.