Non-disclosure agreement terms

NON-DISCLOSURE AGREEMENT — COMPANY AND PROJECT OWNERSPART A — SPECIAL TERMS

Counterparty: {{company}} (or {{signer_name}} personally), represented by {{signer_name}}, {{position}}; email {{email}}; country {{country}}.FPH notice email: [legal@…]Date: {{date}}

A1. Purpose. Assessing whether FPH may provide the Counterparty with transaction-preparation services (assessment, documentation, structuring and coordination) for the Counterparty's company or project, and discussing a possible mandate agreement (the "Purpose").

A2. Mutuality. The obligations in Part B apply to both parties: the Counterparty keeps FPH's confidential information (methodology, cooperation terms, partner and investor network) confidential, and FPH keeps the Counterparty's confidential information confidential.

A3. To whom FPH may disclose. Without specific consent FPH may disclose the Counterparty's information only to its employees and expert contractors engaged in the assessment who are bound by confidentiality. Disclosure to potential investors, buyers, financiers or licensed partners is permitted only with the Counterparty's prior written consent for each recipient or category of recipients, normally under the mandate agreement.

A4. Anonymous profile. FPH may prepare an anonymous description of the opportunity (without names, location or identifying data) only after the Counterparty approves its text in writing.

A5. No exclusivity. This agreement grants FPH no exclusive right of representation and no right to a fee. Exclusivity and fees are governed exclusively by the mandate agreement.

PART B — GENERAL CONFIDENTIALITY TERMSVersion 2026-11-v1

1. Parties and conclusion. These General Terms form an integral part of the non-disclosure agreement concluded between [full legal name], [address], company registration no. [•], tax ID [•], trading as Flavia Principal Holding ("FPH"), and the party named in Part A (the "Counterparty"). The agreement is concluded electronically: the published text is FPH's offer, the Counterparty accepts it by electronic signature on the website, and the agreement is concluded when FPH sends the Counterparty confirmation together with the signed copy. The parties expressly agree that this electronic form has the same legal effect as a handwritten signature.

2. Confidential Information. Confidential Information means all information, in any form, that one party (the "Disclosing Party") makes available to the other (the "Receiving Party") in connection with the Purpose set out in Part A, including information on business, finances, owners, clients, investors, transactions, pricing, structures and know-how, as well as the fact that discussions about a possible cooperation or transaction are taking place.

3. Exclusions. The confidentiality obligation does not apply to information the Receiving Party can show: (a) was public at the time of disclosure or became public through no fault of its own; (b) was lawfully known to it before disclosure, free of any confidentiality obligation; (c) was lawfully received from a third party not bound by confidentiality; or (d) was independently developed without use of the Confidential Information.

4. Obligations of the Receiving Party. The Receiving Party shall: (a) use Confidential Information solely for the Purpose; (b) protect it with at least the same care as its own confidential information, and no less than the care of a prudent business person; (c) not disclose it to third parties except under clause 5; (d) promptly notify the Disclosing Party of any unauthorised disclosure it becomes aware of.

5. Permitted disclosure. Confidential Information may be disclosed: (a) to employees, directors and professional advisers of the Receiving Party who need it for the Purpose and are bound by confidentiality obligations no less protective than these; (b) to other persons only with the Disclosing Party's prior written consent, given case by case; (c) where required by law, court or competent authority — in which case the Receiving Party shall, where permitted, notify the Disclosing Party in advance and disclose only what is necessary. The Receiving Party is responsible for the acts of anyone to whom it discloses information.

6. No obligation to transact; no rights. This agreement does not oblige either party to enter into any transaction or cooperation agreement, and does not create a partnership, agency or joint venture. Disclosure does not transfer intellectual property or grant any licence. The Disclosing Party gives no warranty as to the accuracy or completeness of information unless expressly agreed in a separate agreement.

7. Return and destruction. On the Disclosing Party's request, or when the Purpose ends, the Receiving Party shall within 15 days return or permanently destroy Confidential Information and confirm this in writing, except copies it must keep by law or that sit in automatic back-ups; this agreement continues to apply to those.

8. Personal data. Where Confidential Information includes personal data, the parties process it in accordance with the Serbian Law on Personal Data Protection and, where applicable, the EU General Data Protection Regulation (GDPR), solely for the Purpose and to the minimum extent necessary.

9. Term. This agreement is valid for two years from conclusion. Confidentiality obligations survive for three years after expiry, and for trade secrets and personal data for as long as the information retains that character.

10. Breach. A party in breach is liable for the resulting damage. The Disclosing Party may seek cessation of the breach and interim relief, without prejudice to damages and any contractual penalty under Part A.

11. Governing law and disputes. This agreement is governed by the law of the Republic of Serbia. The parties shall first seek an amicable resolution; failing that within 30 days, the dispute shall be finally resolved by the Permanent Arbitration at the Chamber of Commerce and Industry of Serbia under its rules, seated in Belgrade, by a sole arbitrator. This does not prevent either party from seeking interim relief before a competent court.

12. Final provisions. Amendments are valid only in writing, including electronic form confirmed by both parties. If any provision is invalid, the remainder stays in force. The agreement is made in Serbian and English; in case of discrepancy the Serbian version prevails. Notices are sent to the parties' email addresses stated in Part A.