Non-Disclosure Agreement

between

Müller Apparatebau GmbH

Gewerbepark 19

85402 Kranzberg

Germany

- hereinafter referred to as "Müller" -

and

### Other Party ###

## Street ##

## Town ##

## Country ##

- hereinafter referred to as the "Other Party" -

hereinafter individually and jointly referred to as "Party/Parties".

Preamble

The Other Party and Müller ###...description of collaboration###

The objective of this Agreement between Müller and the Other Party is a mutual assurance that all trade secrets and special knowledge of any kind of all parties that is disclosed in existing and future business relations or during the initiation of such relations is protected against leaving the circle of authorised persons. This shall apply regardless of the type and duration of the business relations.

Confidential information

For the purposes of this Agreement, confidential information shall be deemed to be all information connected to the purpose stated in the Preamble which the Parties disclose to one another in verbal or tangible form or which becomes known to them as such within the context of their collaboration and which is labelled as confidential or which is recognisable as a trade secret of the disclosing Party due to other circumstances. Such information shall include but not be restricted to technical or business data, documents or know-how such as:

prices, payment terms, product specifications, delivery quantities, delivery performance, delivery quality, costs, internal processes, business relations, know-how, intentions, experiences, knowledge, designs, circuit diagrams, sketches, drawings, software, prototypes, models, samples, product strategies, information concerning employees or business partners, master data of the other Party or of third parties.

Information disclosed in connection with the objective stated in the Preamble before this Non-Disclosure Agreement was signed is also subject to the obligations and provisions contained in this Agreement.

Non-disclosure obligation

Each Party shall …

… only use confidential information for the purpose stated in the Preamble. Any use beyond that stated in the Preamble requires the written consent of the disclosing Party.

… protect confidential information with the same degree of care with which the Party's own trade secrets are protected, or at least with an appropriate degree of care. Within their organisations, the Parties shall only make such information accessible to personnel and

affiliated companies as well as to the personnel of such affiliated companies that is engaged in performing the tasks stated in the Preamble, that requires such information for the intended purpose and that is committed to non-disclosure on the basis of their contract of employment and/or on the basis of any other written agreement that is at least equivalent to that in this Agreement. For the purpose of this Agreement, affiliated companies are companies in which a Party directly or indirectly …

holds more than half of the voting rights or

can appoint more than half of the members of the management or administrative bodies or of the bodies appointed to legally represent the company or

has the right to manage the company's business ("Subsidiaries")

and such companies that have the possibility to influence the Party as described above ("Parent Companies") as well as their subsidiaries. However, this shall only apply for as long as the above prerequisites are met.

… only make confidential information accessible to third parties – regardless of the method – without written consent of the disclosing Party if such third parties commit themselves to non-disclosure vis-à-vis Müller and the Other Party in a declaration in line with the content of this Agreement. The other Party shall be notified of any such forwarding of confidential information.

The Parties agree that confidential information remains the property of the Party disclosing the information.

Identification marks and intellectual property rights

The receiving Party shall not remove or otherwise make unidentifiable any copyright and/or other intellectual property marks on drawings, models or other information media.

Project not realised/project closure

Should a project not be realised or when a project has been completed and acceptance has followed, each Party shall return to other party all documents (such as drawings, explanations, etc.) that originated from the other Party, or if such documents were created by one of the Parties as part of its required performance shall hand over the documents to the customer concerned. Where electronic files are involved, such files shall be deleted once they have been handed over unless a different provision was agreed in the case concerned. If the documents were created as part of the required performance, the customer shall retain perpetual rights of use to such documents with no restrictions in terms of content. The commitment to confidentiality arising from this Agreement shall apply to the content of such documents.

Delimitation of confidential information

The above obligations to confidentiality shall not apply to confidential information as soon as and to the extent that the following conditions are verifiably fulfilled …

… It was already legally known to the receiving Party without any obligation to confidentiality before being disclosed.

… It is or becomes publicly accessible for reasons not attributable to the receiving Party and/or its affiliated companies provided that confidential information is not already deemed publicly available merely because parts of such information are or become publicly accessible.

… It is legally relayed to the receiving Party by a third party with no obligation to confidentiality provided the third party does not violate a non-disclosure commitment of its own by relaying the information.

… It has been released in writing by the disclosing Party.

… It was developed by the receiving Party independently from and without recourse to confidential information or in accordance with the above exemptions.

… It must be disclosed due to a legally binding order from authorities or the court or due to compelling legal regulations provided that the receiving Party informs the disclosing Party without undue delay so that the disclosing Party may exercise its legal rights and also provided that the receiving Party takes all reasonable action to ensure that confidential information is treated confidentially.

Each Party shall inform the other Party in the event of the invalidation of obligations as per Item 5.1 as soon as the Party is able and shall await a statement by the other Party, which shall be forthcoming within a period of two weeks.

The burden of proof regarding the applicability of exemptions as per Item 5.1 shall lie with the Party invoking such exemptions.

Specific obligation to data protection

If personal data or data attributable to a person is processed and if such data falls within the scope of validity of the General Data Protection Regulation (GDPR), the Parties shall mutually commit to compliance with applicable data protection regulations and to the maintenance of confidentiality regarding such data.

This obligation shall exist between the Parties in perpetuity and, in particular, shall continue to exist upon termination of all business relations.

Item 8, which contains provisions for contract penalties, does not apply to this obligation.

Exclusion of rights, non-remuneration, exclusion of liability

This Agreement does not entail an obligation to exchange information in a specific quality or in a specific scope. Each Party may decide at its own discretion what information it wishes to give to the other Party. Not providing information does not affect the continuance of this Agreement. The Parties agree that the provision of confidential information is not associated with the transfer or granting of proprietary rights and/or rights of use and/or other rights of any kind, in particular rights to names, rights to patents and/or other intellectual property rights. The Parties further agree that licences concerning patents and/or other intellectual property rights are not granted. This Agreement does not oblige a Party to transfer or grant such rights.

Entering into this Agreement does not entitle or oblige either Party to act for the other Party in any way. It is not the purpose of this Agreement to establish without any further contractual agreements a link between the Parties in internal or external relations that goes beyond the scope of this Agreement.

This Agreement and/or its implementation does not give rise to any payment obligations for the mutual provision of information.

Any warranty and/or liability in respect of the correctness, absence of errors, absence of intellectual property rights of third parties, completeness and/or usability of confidential information is excluded insofar as this is legally permissible.

Contract penalty

The Parties shall pay an appropriate penalty to the other Party for each culpable breach of this Non-Disclosure Agreement. The amount of such a penalty shall be determined at the other Party's reasonable discretion with the maximum amount being EUR 15,000 per breach, whereby, in the event of a dispute over a reasonable amount for the penalty, such reasonable discretion can be reviewed in front of the ordinary courts.

Duration, termination

This Agreement shall enter into effect upon being signed by both Parties and shall run for an indefinite period. Either Party can terminate this Agreement with a 30-day period of notice. Any termination shall be in writing. However, the obligations arising from this Agreement regarding confidential information received up to the end of the agreement period shall remain in place in perpetuity for each Party upon expiry of the Agreement.

All confidential information in tangible and/or electronic form, in particular documents including minutes of meetings as well as all copies of such minutes and any samples that have been handed over shall be returned without undue delay to the disclosing Party upon termination of the Agreement or, if so requested by the disclosing Party, shall be destroyed. The receiving Party shall either return the confidential information as well as all copies to the disclosing Party within 14 days of receiving a request to do so or shall provide written confirmation of destruction.

Item 9.2 shall not apply if, according to mandatory law, confidential information and/or copies thereof must be retained by the receiving Party, provided that this confidential information and/or copies thereof are subject to an indefinite non-disclosure obligation corresponding to the provisions of this Agreement.

Written form, severability clause, applicable law and resolution of disputes

All changes and additions to this Agreement must be in written form to be legally effective. This requirement for the written form may only be waived by a written agreement.

Should individual provisions of this Agreement be ineffective or unenforceable, either in part or in full, the effectiveness and enforceability of all remaining provisions of this Agreement shall not be affected.

This Agreement is subject exclusively to German law to the exclusion of standards that refer to other legal systems.

Legal successor

The transfer of this Agreement as such or of individual rights and/or duties arising therefrom by one Party to a third party by way of either singular or universal succession requires the prior express written consent of the other Party. In the event of the transfer of a Party's company/business to which this Agreement refers to a third party, the transferring Party shall have the right and the duty with respect to such a third party to transfer this Agreement or all rights and duties arising therefrom to the party acquiring the company/business. This also applies to this right/duty to transfer the Agreement. Should transfer of the Agreement be contrary to the interests of the other Party, in particular if the third party concerned is to be regarded as a competitor of the other Party, controls such a competitor or otherwise has considerable influence on the business of this competitor or can exercise such influence in future, the option to terminate for cause shall apply as agreed.

Müller Apparatebau GmbH	## Other Party ##

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Name, title (please print)	Name, title (please print)

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Signature	Signature