Confidentiality and Non-Disclosure Agreement

(“Agreement”)

Date: 08.12.2025

This Confidentiality and Non-Disclosure Agreement is made between:

SEPHIROTEC GmbH
Osloer Str. 5
50765 Köln, Germany
represented by its Managing Director, Joel Dakhoff
(“Company”)

and

Contractor:
Name:
Company / Agency (if any):
Address: , ,
Email:
(“Contractor”)

The Agreement becomes effective on the date on which this Agreement is signed by the Contractor (the “Effective Date”). Company and Contractor are each a “Party” and together the “Parties”.

1. Purpose

Contractor will support Company on a broad and ongoing basis in connection with the development, operation and optimization of Company’s SaaS products (including in particular the “RegioBooster” platform) and other business activities of SEPHIROTEC GmbH.

The Contractor’s responsibilities may include, without limitation:

• Project management and product ownership for RegioBooster and other software solutions
• Coordinating and supporting the work of Company’s developers and other freelancers
• Participation in software architecture discussions, feature design, and backlog management
• Preparing, structuring, and maintaining technical and functional documentation
• Quality assurance support, testing coordination, and process optimization
• Working with Company’s CRM and other internal systems, including access to customer and lead data
• Customer care and communication with selected customers or partners on behalf of Company
• Personal assistant and C-Level support activities (e.g. scheduling, follow-ups, research, preparation of summaries and reports)

In the course of these activities, Contractor will receive access to Company’s confidential information. The purpose of this Agreement is to protect that information.

2. Definition of Confidential Information

“Confidential Information” means any non-public information disclosed by Company to Contractor, directly or indirectly, in any form (written, oral, electronic, visual or otherwise), including without limitation:

• Business, financial and strategic information, business plans, pricing, margins, marketing concepts
• Information about Company’s customers, leads, and partners, including personal data, contact details, communication history and CRM records
• Technical information, including source code, object code, architectures, databases, APIs, system configurations, infrastructure details, access credentials, and documentation
• Product roadmaps, feature concepts, UX/UI designs, specifications, and internal processes
• Internal policies, know-how, methodologies, workflows and project documentation
• Any information that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure.

Confidential Information also includes any copies, extracts, analyses or derivative works made from such information.

3. Exclusions

Confidential Information does not include information that the Contractor can prove:

1. is or becomes publicly known without breach of this Agreement;
2. was lawfully known to Contractor prior to disclosure by Company;
3. is received from a third party without breach of any duty of confidentiality; or
4. is independently developed by Contractor without use of or reference to Company’s Confidential Information.

4. Obligations of Contractor

Contractor shall:

1. Use limitation
   Use Confidential Information solely for the purpose of performing services for Company (including via freelance platforms such as Upwork or other agreed channels) and for no other purpose, personal or commercial.
2. Non-disclosure
   Not disclose, publish, or otherwise make available any Confidential Information to any third party without Company’s prior written consent, except:
   • to operators of platforms (such as Upwork) to the extent strictly necessary for using the platform in line with its standard functionality, or
   • to persons who are bound by written confidentiality obligations at least as protective as this Agreement and who need to know the information to perform work for Company.
3. Standard of care
   Protect Confidential Information with at least the same degree of care that Contractor uses to protect its own confidential information of similar importance, and in no event less than a reasonable standard of care.
4. Security
   Implement appropriate technical and organizational measures to protect Confidential Information against unauthorized or unlawful access, loss, destruction, alteration or disclosure, including:
   • using strong, unique passwords and/or multi-factor authentication for all tools and accounts used for Company work;
   • not sharing accounts or credentials;
   • locking devices and preventing access by unauthorized persons.
5. Restrictions
   Not copy, reproduce, reverse engineer, decompile, disassemble, modify, or create derivative works from any software, systems or other Confidential Information, except as expressly authorized in writing by Company.
6. Notification of breach
   Immediately notify Company in writing if Contractor becomes aware of any actual or suspected unauthorized access, use, or disclosure of Confidential Information or any security incident affecting it, and cooperate fully with Company to investigate and mitigate such incident.

5. Personal Data and Customer Data

1. Contractor acknowledges that Company’s CRM and other systems may contain personal data of customers, leads, employees, and other individuals (“Personal Data”). Such data is strictly confidential.
2. Contractor shall:
   • Access and process Personal Data only insofar as necessary to perform the agreed services for Company.
   • Strictly follow Company’s written instructions regarding Personal Data, where provided.
   • Not export, copy, or store Personal Data outside of the tools and systems approved by Company, except where clearly necessary for the performance of services and only with appropriate safeguards.
   • Not use Personal Data for personal purposes or for the benefit of any third party.
3. Contractor understands that any misuse of Personal Data may constitute a violation of applicable data protection laws and may give rise to civil and criminal liability.

If Company requests, the Parties may sign a separate data processing agreement (DPA) which, in case of conflict, shall prevail over this clause regarding Personal Data.

6. Term and Survival

1. This Agreement enters into force on the Effective Date and remains in effect for the entire duration of Contractor’s cooperation with Company, irrespective of whether services are provided directly, as a freelancer, consultant, or via any platform.
2. The confidentiality and non-use obligations under this Agreement shall survive termination of cooperation for a period of five (5) years after the last disclosure of Confidential Information, and with respect to trade secrets and Personal Data, for as long as such information remains confidential under applicable law.

7. Ownership and No License

1. All Confidential Information remains the exclusive property of Company.
2. No license or other rights, express or implied, are granted to Contractor in or to any Confidential Information, trademarks, copyrights, patents, or other intellectual property of Company, except the limited right to use Confidential Information in accordance with this Agreement and any service agreement between the Parties.

8. Return and Deletion of Information

Upon the earlier of (i) Company’s written request or (ii) termination of Contractor’s cooperation with Company, Contractor shall:

1. Immediately cease all use of Confidential Information.
2. Return to Company or securely delete all Confidential Information (including copies and backups) in Contractor’s possession or control, regardless of medium.
3. Confirm in writing to Company, upon request, that such return or deletion has been completed, except for information that Contractor is legally required to retain (which shall remain subject to this Agreement).

9. Remedies

Contractor acknowledges that any breach or threatened breach of this Agreement may cause irreparable harm to Company for which monetary damages may be inadequate. Company is therefore entitled, in addition to any other remedies available at law or in equity, to seek immediate injunctive or equitable relief to prevent or stop any such breach, without the need to prove actual damages.

10. Relationship to Other Agreements

This Agreement is independent of and in addition to any agreements between the Parties on any platform (including but not limited to Upwork), or directly between the Parties (including service contracts, statements of work or terms of use). If there is a conflict between this Agreement and a standard platform term that would reduce Company’s protection of Confidential Information, this Agreement shall prevail between the Parties.

This Agreement applies irrespective of whether services are provided via platforms, or directly between the Parties, and covers all such constellations now and in the future.

11. Governing Law and Jurisdiction

1. This Agreement is governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding its conflict of law rules.
2. The exclusive place of jurisdiction for all disputes arising out of or in connection with this Agreement shall be Cologne, Germany, if and to the extent legally permitted.

12. Miscellaneous

1. Entire Agreement
   This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings relating to confidentiality between the Parties.
2. Amendments
   Any amendment or modification must be in writing and expressly accepted by both Parties (including by electronic means, where valid).
3. Severability
   If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a valid one that comes closest to the economic intent of the Parties.
4. Assignment
   Contractor may not assign or transfer this Agreement or any rights or obligations hereunder without Company’s prior written consent.
5. Signature
   By physically signing this Agreement (for example, after printing the version generated with the details above), Contractor confirms that they have read, understood and agree to be bound by this Agreement.

You can withdraw your consent at any time with effect for the future by contacting team@sephirotec.de. In this case, we may not be able to proceed with the cooperation.