Last updated: April 2026

Mutual Non-Circumvention & Non-Disclosure Agreement

1. Parties and Effective Date

This Mutual Non-Circumvention & Non-Disclosure Agreement ("Agreement") is entered into effective as of [DATE] ("Effective Date") by and between:

Vector Defense (Baltasaar Services GmbH), a company organized under the laws of Germany with principal place of business at Gensingerstr. 14, 55457 Horrweiler, Germany ("Vector Defense")

AND

[CLIENT LEGAL NAME], a [entity type] with principal place of business at [ADDRESS] ("Client")

Vector Defense and Client are collectively referred to as the "Parties" and individually as a "Party."

2. Definitions

2.1 Confidential Information

"Confidential Information" means all non-public information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with discussions regarding potential business transactions, including but not limited to:

• Technical information, specifications, designs, and engineering data
• Business plans, strategies, financial information, and pricing
• Customer lists, contact information, and market analysis
• Security procedures, personnel information, and operational practices
• Proposals, quotations, and contractual terms
• Trade secrets, algorithms, methodologies, and processes
• Any other information clearly marked as confidential or that reasonably should be understood to be confidential

Confidential Information includes information disclosed orally, in writing, digitally, or by any other means.

2.2 Disclosing Party

"Disclosing Party" means the Party that discloses Confidential Information.

2.3 Receiving Party

"Receiving Party" means the Party that receives Confidential Information.

3. Obligations of the Receiving Party

3.1 Confidentiality Obligation

The Receiving Party agrees to:

• Keep the Confidential Information strictly confidential using the same degree of care it uses for its own confidential information, but in no case less than reasonable care
• Not disclose the Confidential Information to third parties without the prior written consent of the Disclosing Party
• Not use the Confidential Information for any purpose other than evaluating potential business relationships between the Parties
• Limit access to the Confidential Information to employees and contractors on a need-to-know basis who are bound by written confidentiality obligations

3.2 Return or Destruction

Upon request of the Disclosing Party or upon termination of this Agreement, the Receiving Party shall, at the Disclosing Party's option, either return or securely destroy all Confidential Information (including copies) in its possession and certify in writing that such return or destruction has been completed.

4. Exclusions from Confidential Information

Confidential Information does not include information that:

• Is or becomes publicly available through no breach of this Agreement by the Receiving Party
• Was rightfully in the possession of the Receiving Party prior to disclosure by the Disclosing Party, as evidenced by written records
• Is rightfully received by the Receiving Party from a third party without confidentiality restrictions
• Is independently developed by the Receiving Party without use of or reference to the Confidential Information, as evidenced by written records
• Is approved for release by the Disclosing Party in writing

5. Compelled Disclosure

If the Receiving Party is required by law, court order, subpoena, regulatory request, or other legal process to disclose any Confidential Information, the Receiving Party shall:

• Promptly notify the Disclosing Party in writing of such requirement (unless legally prohibited from doing so)
• Cooperate with the Disclosing Party in seeking protective orders or other relief
• Disclose only that portion of the Confidential Information that is legally required to be disclosed

6. No License or Obligation

Nothing in this Agreement grants the Receiving Party any license, rights, or interest in the Confidential Information or any intellectual property associated therewith. Disclosure of Confidential Information does not constitute an offer or obligation to enter into any business relationship or transaction.

7. No Warranties

The Disclosing Party makes no representation or warranty regarding the accuracy, completeness, or usefulness of the Confidential Information. The Confidential Information is provided "as is" without warranty of any kind, express or implied.

8. Term and Termination

8.1 Duration

This Agreement shall commence on the Effective Date and shall continue for a period of three (3) years, unless earlier terminated by either Party upon thirty (30) days' written notice to the other Party.

8.2 Survival

The obligations of the Receiving Party regarding Confidential Information shall survive termination of this Agreement for a period of three (3) years following receipt of the Confidential Information, except that trade secrets shall remain confidential for as long as they qualify as trade secrets under applicable law.

9. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, without regard to conflict of law principles. Both Parties submit to the exclusive jurisdiction of the courts of Mainz, Germany.

10. Entire Agreement

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and negotiations, whether written or oral. No modification of this Agreement shall be effective unless in writing and signed by both Parties.

11. Severability

If any provision of this Agreement is found to be invalid or unenforceable, such provision shall be reformed to the minimum extent necessary to make it valid, or if not possible, shall be severed, and the remaining provisions shall continue in full force and effect.

12. Assignment

Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign its rights to an affiliate or successor in the event of a merger, acquisition, or sale of substantially all its assets, provided the assignee agrees in writing to be bound by this Agreement.

13. Execution and Counterparts

This Agreement may be executed in counterparts, each of which shall constitute an original and all of which together shall constitute one agreement. Electronic signatures and facsimile signatures shall have the same force and effect as original signatures.

SIGNATURES

Contact for Execution

To customize this NCNDA template for your specific transaction or to obtain an executed NCNDA, please contact:

Baltasaar Services GmbH
Gensingerstr. 14
55457 Horrweiler
Germany
Email: [email protected]
Contact: [email protected]