Non-Disclosure Agreement

The parties wish to explore a potential engagement, transaction, or working relationship ("Purpose"). In connection with this Purpose, each party may disclose to the other certain confidential, proprietary, or sensitive information. The parties agree to protect such information on the terms set out below.

"Confidential Information" means any information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), whether orally, in writing, electronically, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, without limitation: financial data, asset details, family circumstances, business affairs, investment intentions, personal identifying information, security arrangements, and the fact and terms of this Agreement.

"Representatives" means, in respect of each party, its directors, officers, employees, legal and financial advisers, accountants, fiduciaries, family office advisers, banks, contractors, travel partners, security providers, and any other agents or service providers engaged in connection with the Purpose — provided that disclosure to such Representatives is strictly necessary for the Purpose and that such Representatives are bound by confidentiality obligations no less protective than those set out herein, whether by contract, professional duty, fiduciary duty, or applicable law.

Each Receiving Party agrees to: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any person other than its Representatives who have a need to know for the Purpose; (c) use Confidential Information solely for the Purpose; (d) protect Confidential Information using at least the same degree of care it applies to its own confidential information of a comparable nature, and in any event no less than reasonable care; and (e) ensure that each Representative to whom Confidential Information is disclosed is made aware of and complies with the obligations of this Agreement. Each party remains liable for any breach by its Representatives.

The obligations above do not apply to information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was already known to the Receiving Party prior to disclosure, as evidenced by written records; (c) is independently developed by the Receiving Party without use of or reference to Confidential Information; or (d) must be disclosed by applicable law, regulation, or court order, provided the Receiving Party gives prompt prior written notice to the Disclosing Party (where legally permissible) and cooperates with any efforts to limit or protect the disclosure.

This Agreement shall remain in force for a period of five (5) years from the date of execution. Notwithstanding the foregoing, confidentiality obligations relating to trade secrets, personal data, family or private affairs, security arrangements, and other non-public or sensitive information shall survive for so long as such information remains non-public, confidential, or legally protected. Nothing in this Agreement authorises either party to process, retain, or disclose personal data other than as permitted by applicable data protection law.

Upon written request by the Disclosing Party, or upon termination of discussions, the Receiving Party shall promptly return or destroy all Confidential Information and any copies thereof, and shall confirm in writing that it has done so. Notwithstanding the foregoing, a Receiving Party may retain copies of Confidential Information to the extent required: (a) by applicable law, regulation, or court order; (b) for compliance, audit, or regulatory purposes; (c) pursuant to bona fide document retention policies; or (d) in automatic backup systems, provided that any retained copies remain subject to the confidentiality obligations of this Agreement and are not actively accessed or used.

Nothing in this Agreement grants either party any rights in the other's Confidential Information except as expressly set out herein. This Agreement does not obligate either party to proceed with any engagement, transaction, or business relationship. All Confidential Information is provided "as is." No party makes any representation or warranty as to the accuracy, completeness, or fitness for purpose of Confidential Information disclosed under this Agreement, unless expressly set out in a subsequent written agreement between the parties.

Each party shall comply with all applicable data protection laws — including the Swiss Federal Act on Data Protection, as amended from time to time, and, where applicable, the EU General Data Protection Regulation (GDPR) — when processing personal data received under this Agreement. Each party shall implement appropriate technical and organisational measures to protect personal data against unauthorised access, disclosure, alteration, loss, or destruction. Each party shall process personal data only to the extent necessary for the Purpose or as otherwise permitted by applicable law.

Each party acknowledges that unauthorised disclosure or use of Confidential Information may cause irreparable harm to the Disclosing Party, the extent of which may be difficult to quantify. Accordingly, the Disclosing Party shall be entitled to seek interim measures, specific performance, injunctive relief, and any other remedy available under applicable law, without prejudice to any other rights or remedies.

This Agreement is governed by Swiss law. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of the Canton of Bern, Switzerland. Nothing in this clause shall limit any mandatory jurisdiction, venue, or consumer-protection rights that may apply under applicable law.

This Agreement may be signed electronically and in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic signatures shall be deemed valid and binding to the same extent as original signatures.