CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT

This Confidentiality and Nondisclosure Agreement (this “Agreement”) is made and entered into by 

The Partner and Artefaktum LLC, its managed and advised entities and its affiliates* (individually and collectively, “Artefaktum”). Company and Usercentrics are referred to individually as a “Party” and together as the “Parties”. 

WHEREAS Company and Artefaktum have an interest in participating in discussions wherein either Party might share information with the other (the “Receiving Party” in each case as applicable) that the disclosing Party (the “Disclosing Party” in each case as applicable) considers to be proprietary and confidential to itself (“Confidential Information”); and 

NOW, THEREFORE, the Parties agree as follows: 

1. Either Party may disclose Confidential Information to the other Party in confidence. 

2. Purpose. Disclosing Party will disclose and may have previously disclosed to Receiving Party Confidential Information relating to a potential relationship or business opportunity. 

3. Confidential Information. “Confidential Information” includes, without limitation, (i) any confidential or proprietary information that relates to Disclosing Party or its businesses, products, services, research, methods, policies, procedures, software, databases, systems, financial plans, past and expected future performance, valuation, marketing, strategies, initiatives, investors, or partners or that otherwise relates to the Proposed Transaction; (ii) the existence of this Agreement and its terms and that the parties may be in discussions concerning a possible relationship or business opportunity; (iii) confidential or proprietary information provided prior to the date hereof in connection with the Proposed Transaction; (iv) any non-public information disclosed to Receiving Party by third parties at the direction of Disclosing Party; and (v) any other information, data, or analysis that is reasonably confidential or proprietary to Disclosing Party provided Receiving Party is aware or should reasonably be aware of the confidential or proprietary nature. Confidential Information may be in written, oral, or electronic form and includes any materials prepared by the Receiving Party that contain or are derived from Confidential Information. The term “Confidential Information” does not include information which (a) is now or is in the future publicly known or generally available in the public domain through no fault of Receiving Party or its Authorized Professionals (defined below); (b) is properly within the legitimate possession of Receiving Party in a manner that is not subject to confidentiality obligations; (c) is independently developed by Receiving Party without regard to or use of any Confidential Information; or (d) is obligated to be produced by law, under order of a court of competent jurisdiction or other similar requirement of a governmental agency, provided that Receiving Party provides Disclosing Party with prior written notice, if permitted by law, of any required disclosure pursuant to such law, order, rule, regulation, or requirement. 

4. Non-Use and Nondisclosure; Protective Orders. Receiving Party agrees not to use any Confidential Information for any purpose except the planned collaboration/information exchange and agrees not to disclose any Confidential Information to any third parties, except Receiving Party’s officers, directors, employees, agents, or advisers who are informed of the confidential and proprietary nature of the Confidential Information and who are required to have the Confidential Information (collectively, “Authorized Professionals”) and who are bound by obligations of confidentiality no less onerous than those set out in this Agreement. Receiving Party shall be responsible for any breach of this Agreement by the Receiving Party or its Authorized Professionals and shall take all reasonable steps to prevent unauthorized use or disclosure of Confidential Information. Receiving Party agrees to immediately notify the Disclosing Party of any unauthorized use or disclosure, or suspected or threatened unauthorized use or disclosure, of the Confidential Information by Receiving Party or its Authorized Professionals. If Receiving Party or its Authorized Professionals are requested or required to disclose Confidential Information in connection with any legal, administrative or court proceeding or investigation, except if prohibited by law, Receiving Party shall notify Disclosing Party promptly of the existence, terms, and circumstances surrounding such request in advance of such disclosure so that Disclosing Party may, in its sole discretion and at its sole expense, seek a protective order or other appropriate remedy or take steps to resist or narrow the scope of the disclosure sought by such request. Receiving Party agrees to provide reasonable assistance to the Disclosing Party in seeking a protective order or other remedy, if requested. If a protective order or other remedy is not obtained and, in the opinion of Receiving Party’s counsel, disclosure is required, then Receiving Party may make such disclosure without liability under this Agreement; provided that Receiving Party or its Authorized Professionals use reasonable efforts to furnish only the portion of Confidential Information that is required to be disclosed, Receiving Party provides Disclosing Party a copy of the request and notice of the information to be disclosed as far in advance of its disclosure as reasonably practicable, and Receiving Party uses its reasonable efforts to ensure that confidential treatment will be accorded to all such disclosed Confidential Information. 

5. No Obligation. Nothing in this Agreement shall obligate the parties to proceed with the collaboration/information exchange or to enter into an agreement or contractual obligation, and each party reserves the right to terminate the discussions contemplated by this Agreement. 

6. No Warranty. All Confidential Information is provided “AS IS”. Disclosing Party makes no representations or warranties, express, implied, or otherwise, regarding the accuracy or completeness of the Confidential Information, except for any particular representations or warranties that may be made in a definitive agreement when, as, and if finally executed by the parties. In no event shall the Disclosing Party be liable for any damages suffered by the Receiving Party or its Authorized Professionals arising out of any disclosure or use by the Receiving Party or its Authorized Professionals of Confidential Information. 

7. Return of Materials. Receiving Party agrees to promptly return, destroy or delete all documents and materials containing Confidential Information upon request by Disclosing Party; provided, however, that Receiving Party may retain copies of the Confidential Information to the extent required by applicable law or Receiving Party’s internal compliance or document retention policies and procedures, and the confidentiality obligations hereunder shall remain in effect with respect to such retained information in accordance with this Agreement and applicable law. Receiving Party agrees, at Disclosing Party’s request, to certify in writing that any information not returned to Disclosing Party or retained by Receiving Party for compliance purposes has been destroyed or shall be maintained as set forth herein. 

8. No License. Nothing in this Agreement is intended to grant any rights to Receiving Party under any license, patent, mask work right or copyright of Disclosing Party, nor shall this Agreement grant Receiving Party any rights in or to any Confidential Information.The Disclosing Party shall have all rights of ownership, use and exploitation with respect to the Confidential Information. The Disclosing Party reserves the exclusive right to apply for property rights. The Receiving Party does not acquire any ownership or – with the exception of use for the purpose described above – any other rights of use to the Confidential Information (in particular to know-how, patents applied for or granted thereon, copyrights or other property rights) on the basis of this agreement or otherwise due to implied conduct. The Receiving Party shall further refrain from exploiting or imitating the Confidential Information itself in any way outside the purpose (in particular by way of so-called “reverse engineering”) or having it exploited or imitated by third parties and in particular from applying for industrial property rights – in particular trademarks, designs, patents or utility models – to the Confidential Information. 

9. Term. Except as otherwise expressly provided herein, this Agreement shall be for an indefinite period of time. 

10. Remedies. Receiving Party acknowledges that the Confidential Information has material value to the Disclosing Party and that any violation or threatened violation of this Agreement will cause irreparable injury to the Disclosing Party for which remedies available at law may be inadequate. Therefore, in addition to monetary damages, the Disclosing Party shall be entitled to seek injunctive and other equitable relief, including specific performance, to prevent a breach, continued breach, or threatened breach of this Agreement, as well as all other available remedies available at law or in equity. 

11. Severability. Should any provision of this Agreement be or become invalid, this shall not affect the validity of the remaining provisions of the Agreement. The invalid provision shall be replaced by a provision that comes as close as possible in its legal and economic content to the legally invalid provision 

12. Counterparts; Facsimile Signatures. This Agreement may be executed in any number of counterparts, each of which will be deemed an original and all of which together will constitute one and the same document. This Agreement may be executed and delivered by facsimile or in PDF format via email, and any such signatures will have the same legal effect as manual signatures. 

13. Governing Law. This Agreement shall be governed by Massachusetts law and subject to the exclusive jurisdiction of the city of Boston only.  

14. Miscellaneous. This Agreement shall bind and inure to the benefit of the Parties hereto and their successors and assigns but may only be transferred or assigned upon prior written consent of the Disclosing Party, unless such assignment occurs in the course of a corporate restructuring. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof. There are no verbal agreements between the Parties. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision hereof. This Agreement may not be amended, nor any obligation waived, except in writing signed by both parties in accordance with Section 12 of this Agreement.