Non-Disclosure Agreement

This Non-Disclosure Agreement (the " Agreement") is made and entered into by and between
Adam Laszlo Rocska Sole Proprietor  (Registered office: 1092 Budapest, Bakats square 2. III. floor. 18., Tax number: 90342651-1-43, EU VIES VAT number: HU90342651 Main activity: 702201 - General business consultancy, Electronic contact: rocska.adam@gmail.com ), as Service Provider, and
the Negotiating Party ( details that lawfully identify the Negotiating Party to courts, tax authorities, and other official entities) as the Negotiating Party,
collectively referred to as the Parties, as of the Effective Date (the “ Effective Date ”),, for the purpose of protecting the confidentiality of certain confidential information that the Parties disclose to each other for the purpose of evaluating or continuing their business or other professional relationship (" Permitted Use") .

In the Agreement, either Party may be the “ Disclosing Party ” who discloses confidential information, or the “ Receiving Party ” who receives it.

1. As used herein, “ Confidential Information ” shall mean any and all technical and non-technical information provided by the Disclosing Party to the Receiving Party, which may include without limitation information regarding:
2. • patents and patent applications;
   • trade secrets;
   • protected and confidential information, ideas, techniques, sketches, drawings, works of authorship, models, inventions, know-how, derivative works, processes, apparatuses, equipment, algorithms, software, software source documents, and formulas related to the Disclosing Party’s current, future, and proposed products and services, including without limitation the Disclosing Party’s information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, marketing plans, and any information provided by the Disclosing Party regarding third parties; and
   • all other information that the Receiving Party knew, or reasonably should have known, was the Confidential Information of the Disclosing Party.
3. Subject to Section 3, the Parties agree that at all times, and notwithstanding any termination or expiration of this Agreement, they shall maintain the confidentiality of the Confidential Information and shall not disclose any Confidential Information to any third party, except as approved in writing by the Disclosing Party, and shall use the Confidential Information solely for the Permitted Use. Each Party shall also protect such Confidential Information with at least the same degree of care that the Other Party employs to protect its own Confidential Information, but in no case less than reasonable care. The Parties shall limit access to the Confidential Information to those employees who have a need to know and who have signed confidentiality agreements that contain, or are otherwise bound by, confidentiality obligations that are at least as restrictive as those contained herein.
4. Neither Party shall have any obligations under this Agreement with respect to a specific portion of the Confidential Information if it can demonstrate with competent evidence that such Confidential Information:
5. • was in the public domain at the time it was disclosed to it;
   • entered the public domain subsequent to the time it was disclosed to it through no fault of its own; or
   • was, prior to its disclosure to it under this Agreement:
   • • in its possession,
     • independently acquired by it, or
     • developed by it without using Confidential Information or violating any of its obligations under this Agreement. In each case, such evidence must be supported by its written records dated within five (5) days of the receipt of such Confidential Information.
6. Notwithstanding the above, either Party may disclose certain Confidential Information without violating the obligations of this Agreement, to the extent such disclosure is required by a valid order of a court or other governmental body having jurisdiction, provided that the Party gives the Other Party reasonable prior written notice of such disclosure and makes reasonable efforts to ensure that only the necessary information is disclosed, and/or requires that the Confidential Information disclosed be used only for the purposes required by law or regulation, or for which the order was issued.
7. Upon termination or expiration of this Agreement, or at the written request of either Party, the Parties will promptly return to each other all documents and other tangible materials representing any Confidential Information, along with all copies thereof.
8. Confidential Information is and shall remain the sole property of the disclosing Party. 
   
   If the disclosing Party creates Confidential Information specifically for the receiving Party, which is the subject of an agreement of a business or mandate between the Parties, then such Confidential Information created in this way shall become the property of the receiving Party after the payment of the fee due for the subject of the agreement.
   
   The Other Party recognizes and agrees that nothing in this Agreement shall be construed as granting any property rights, by license or otherwise, to any Confidential Information disclosed under this Agreement, or to any invention, patent, copyright, trademark, or other intellectual property right that has been issued or may be issued based on such Confidential Information. The Other Party will not make, have made, use, or sell for any purpose any product or other item using, incorporating, or derived from any Confidential Information.
   
   Nothing in this Agreement creates or shall be deemed to create any employment relationship, joint venture, or agency between the Parties.
9. The Parties will not reproduce the other Party’s Confidential Information in any form, except as necessary to accomplish the purposes of this Agreement.
   
   Any reproduction of any Confidential Information shall remain the property of the disclosing Party and shall include any and all confidential or proprietary notices or legends that appear on the original, unless otherwise authorized in writing by the disclosing Party.
10. This Agreement will terminate two (2) year(s) after the Effective Date. The Parties’ obligations under this Agreement will survive termination of this Agreement and will be binding upon the Parties’ heirs, successors, and assigns. The Parties’ obligations with respect to all Confidential Information will terminate only pursuant to Section 3.
11. EITHER PARTY WILL PROVIDE CONFIDENTIAL INFORMATION ON AN “AS IS” BASIS FOR USE BY THE OTHER PARTY AT THE RECEIVING PARTY’S OWN RISK. THE DISCLOSING PARTY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
12. This Agreement shall be governed by Hungarian law.
13. The Parties hereby acknowledge that a breach of this Agreement will cause irreparable harm to the Other Party, for which monetary damages would be necessary but insufficient, and that the Disclosing Party shall be entitled, among other things, to obtain timely injunctive relief under this Agreement.
    
    For injunctive relief, the Parties understand that the Disclosing Party may seek a court order prohibiting the infringing behavior if the Other Party breaches its obligations to protect Confidential Information.
14. If any provision of this Agreement is deemed unenforceable or invalid by the relevant authority, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole. In such an event, the provision in question will be modified or interpreted in a way that best achieves the purpose of the unenforceable or invalid provision within the framework of applicable law or relevant court rulings.

The Parties shall execute this Non-Disclosure Agreement by electronic signature, which shall only be valid and effective upon the electronic signature of each Party, effective as of the Effective Date.