NON-DISCLOSURE AGREEMENT

19 July 2026
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Prepared for	[Counterparty / internal use]
Document date	[Date]
Reference / matter	[Project / discussion / mandate]

ENGLISH VERSION

NON-DISCLOSURE AGREEMENT

Confidentiality and Protection of Information Agreement

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Disclosing Party	Artefaktum LLC, Artefaktum Advisory Services SL and/or the relevant affiliated Artefaktum entity
Recipient	[Name / Company / Address]
Effective date	[Date]

1. Purpose

The Parties intend to exchange, discuss, review or obtain access to confidential information in connection with current or potential business, advisory, consulting, defence, cyber security, intelligence, IT, data protection, project management, due diligence, classified or sensitive environment, partnership, subcontracting, employment, investment, procurement or other professional matters relating to Artefaktum’s activities (the “Purpose”).

The Recipient acknowledges that Artefaktum operates in areas where discretion, confidentiality, information security and professional integrity are essential.

2. Confidential Information

“Confidential Information” means all information disclosed, made available or otherwise accessible to the Recipient, whether before or after the date of this Agreement, whether orally, visually, electronically, physically, in writing or by any other means, including without limitation:

business plans, strategies, concepts, proposals, offers, pricing, calculations, contracts, negotiations and commercial information;

client, partner, supplier, subcontractor, personnel and stakeholder information;

defence, security, intelligence, cyber security, IT, data protection, compliance, project, programme, operational or technical information;

architectures, systems, processes, methods, procedures, analyses, assessments, reports, designs, specifications, documentation, software-related information and security concepts;

information concerning protected environments, classified environments, restricted projects, government-related matters or sensitive industrial programmes;

personal data, personnel-related information, application data or background information;

trade secrets, know-how, intellectual property, research, development, methodologies, tools and internal standards;

the existence, content and status of discussions, negotiations, mandates, projects or potential cooperation with Artefaktum;

any copies, extracts, summaries, notes, analyses, compilations, derivatives or materials created from or based on Confidential Information.

Confidential Information does not need to be marked confidential to be protected if, by its nature or the circumstances of disclosure, it should reasonably be understood to be confidential, sensitive, proprietary or restricted.

3. Exclusions

Confidential Information does not include information that the Recipient can prove by written records:

was publicly available without breach of this Agreement;

was lawfully known to the Recipient before disclosure by Artefaktum;

was lawfully received from a third party without breach of any confidentiality obligation;

was independently developed by the Recipient without use of or reference to Confidential Information;

must be disclosed by mandatory law, court order or competent authority, provided that the Recipient gives Artefaktum prompt written notice, where legally permitted, and cooperates in limiting such disclosure.

The exclusions do not apply where information is public only as a result of an unlawful disclosure, breach of duty, security incident or improper access.

4. Obligations of the Recipient

The Recipient shall:

use Confidential Information solely for the Purpose;

keep Confidential Information strictly confidential;

not disclose Confidential Information to any third party without Artefaktum’s prior written consent;

protect Confidential Information with at least the same degree of care used to protect its own confidential information, but no less than reasonable professional care;

restrict access to those representatives who have a strict need to know and are bound by confidentiality obligations no less protective than this Agreement;

not copy, reproduce, store, transmit, analyse, decompile, reverse engineer, reconstruct, derive or use Confidential Information except as necessary for the Purpose;

not use Confidential Information for any competing, independent, unauthorised, commercial, technical, strategic or operational purpose;

promptly notify Artefaktum of any unauthorised access, disclosure, loss, breach, misuse or suspected compromise;

comply with all applicable laws and professional duties relating to confidentiality, data protection, export control, trade secrets, security, procurement, defence, sanctions and restricted information.

5. Representatives

The Recipient is responsible for any breach of this Agreement by its employees, officers, directors, affiliates, advisors, contractors, subcontractors, consultants or other representatives.

The Recipient shall ensure that such representatives access Confidential Information only where necessary and only under adequate confidentiality and security obligations.

6. Personal Data

Where Confidential Information includes personal data, the Recipient shall process such data only as necessary for the Purpose and in accordance with applicable data protection law, including the EU General Data Protection Regulation where applicable.

This Agreement does not replace a data processing agreement where such agreement is legally required. If the nature of the cooperation requires processing of personal data on behalf of another Party, the Parties shall enter into a separate data processing agreement before such processing begins.

7. Classified, Restricted or Security-Sensitive Information

Where information is classified, government-protected, export-controlled, security-sensitive, defence-related or otherwise subject to special handling requirements, the Recipient shall comply with all applicable legal, contractual, governmental, security and organisational requirements.

Nothing in this Agreement authorises the Recipient to access, process, store, copy, export, transmit or disclose classified or restricted information unless expressly authorised in writing and legally permitted.

The Recipient shall not transfer such information to unauthorised persons, systems, jurisdictions, cloud services, subcontractors or communication channels.

8. Information Security

The Recipient shall implement appropriate technical and organisational measures to protect Confidential Information against unauthorised access, alteration, disclosure, loss, destruction or misuse.

At a minimum, the Recipient shall ensure secure storage, access control, password protection or equivalent authentication, encryption where appropriate, secure transmission, limited access rights and secure deletion or return when required.

Artefaktum may require additional security measures depending on the sensitivity of the information.

9. No Rights Granted

All Confidential Information remains the property of Artefaktum or the relevant rights holder.

No licence, assignment, transfer or other right is granted under any intellectual property right, trade secret, copyright, database right, patent, trademark, design, know-how or other protected right, except for the limited right to use Confidential Information strictly for the Purpose.

10. Return or Destruction

Upon Artefaktum’s request, or when the Purpose ends, the Recipient shall promptly return or securely destroy all Confidential Information, including all copies, notes, summaries, extracts and derivative materials.

The Recipient may retain one archival copy only to the extent required by mandatory law or professional recordkeeping obligations, provided that such copy remains subject to this Agreement.

11. Term and Duration of Confidentiality

This Agreement begins on the date stated above and remains in force for five years unless terminated earlier in writing.

The confidentiality obligations shall survive termination for five years from the last disclosure of Confidential Information.

For trade secrets, highly sensitive information, personal data, classified information, restricted information, security-sensitive information and information that by its nature requires longer protection, the confidentiality obligations shall continue for as long as such information remains legally protected, confidential, non-public or sensitive.

12. Breach and Remedies

The Recipient acknowledges that unauthorised disclosure or misuse of Confidential Information may cause serious, irreparable or difficult-to-quantify harm to Artefaktum.

Artefaktum is entitled to seek injunctive relief, interim measures, specific performance, damages, reimbursement of costs and any other legal or equitable remedy available under applicable law.

The Recipient shall indemnify Artefaktum for losses, damages, liabilities, claims, costs and expenses arising from breach of this Agreement.

13. No Obligation to Proceed

Nothing in this Agreement obliges either Party to enter into any transaction, cooperation, contract, employment relationship, subcontract, investment, mandate or other business relationship.

Each Party remains free to discontinue discussions at any time, subject to its confidentiality obligations.

14. No Publicity

The Recipient shall not use Artefaktum’s name, logo, references, client relationships, projects, discussions or cooperation status in any publication, proposal, marketing material, website, social media, press release, reference list or communication without Artefaktum’s prior written consent.

15. Compliance and Whistleblowing

Nothing in this Agreement prevents a Party from making a disclosure required by mandatory law, court order or competent authority.

Nothing in this Agreement prevents lawful reporting of criminal conduct, regulatory violations or protected whistleblowing where such protection applies under mandatory law.

16. Assignment

The Recipient may not assign, transfer or delegate this Agreement or any rights or obligations under it without Artefaktum’s prior written consent.

Artefaktum may assign or transfer this Agreement to an affiliated company, successor or entity involved in a restructuring, merger, acquisition or transfer of business, provided that confidentiality protection is maintained.

17. Severability

If any provision of this Agreement is invalid or unenforceable, the remaining provisions remain valid. The invalid or unenforceable provision shall be replaced by a valid provision that comes as close as legally possible to the intended economic and protective purpose.

18. Entire Agreement

This Agreement constitutes the entire agreement between the Parties concerning confidentiality and supersedes prior discussions or understandings concerning the subject matter.

Any amendment must be made in writing unless mandatory law requires otherwise.

19. Governing Law and Jurisdiction

This Agreement shall be governed by the laws of Spain, unless mandatory law provides otherwise.

The courts of Las Palmas de Gran Canaria, Spain, shall have jurisdiction, without prejudice to Artefaktum’s right to seek interim, injunctive or protective measures before any competent court.

20. Language

This Agreement may be executed in English, Spanish and German. In case of inconsistency between language versions, the English version shall prevail unless mandatory local law requires otherwise.

Signatures

For Artefaktum	For the Recipient
Name: ________________________________	Name: ________________________________
Title: ________________________________	Title: ________________________________
Date: ________________________________	Date: ________________________________
Signature: ________________________________	Signature: ________________________________