Non-Disclosure Regulation

NON-DISCLOSE REGULATION („Regulation”)
Purpose of this Regulation
This Agreement set out the provisions applicable to a non-disclose agreement, concluded by CSI B.Marzec, B.Marzec, A.Zasucha spółka jawna with its registered office in
Kraków („CSI’), and an entity in constant business relations with CSI on grounds of
a beforehand concluded “Distribution Agreement”, which accepted the offer to enter into a non-disclose agreement on grounds of this Regulation (“Partner”).
CSI and the Partner are hereinafter referred to jointly as “Parties” and solely as “Party”.
Entering into the Non-Disclosure Agreement
The receival of a CSI message by a Partner’s representative, which includes an offer to enter into a non-disclose agreement shall be interpreted as a binding offer on the grounds of art. 682 of the Polish Civil Code.
The lack of immediate reply, containing
a representation of offer decline shall be interpreted as an acceptation and entering into a non-disclose agreement, on ground of this Regulation.
The provisions of this Regulation shall be construed as a model form on grounds of art. art. 384 § 1 i 2 of the Polish Civil Code.
Initial Provisions
Any words or descriptions, written with a capital letter shall be understood accordingly to their definitions, placed in the text in bold and quotation marks (however – if the context does not determine otherwise – singular words refer to plural and vice versa).
Confidential Data Definition
For the purposes of this Regulation „Confidential Information” shall be understood as any information other, than publicly available, referring to CSI and disclosed to the Partner, in particular information, which is CSI’s business confidentiality, irrespectively of the form and carrier.

Confidential Information shall be construed particularly as information referring to:
1. the names of CSI “Clients”, disclosed to the Partner,
2. data concerning the turnovers and sale structure for the Clients,
3. data concerning Clients’ contact persons,
4. the specification of projects carried out for Clients,
5. model of devices suggested for Clients along with their configuration information.
6. any other crucial information referring to projects executed for Clients, which is regarded by CSI as its property.

Purpose of use of Confidential Information
The Partner is obligated to maintain the confidentiality of the obtained Confidential Information and to use it solely for the necessary purposes of executing Distribution Agreements concluded with CSI.
The form of handing over the Confidential Information
Confidential Information may be handed over to the Partner orally, electronically or in writing, depending on the circumstances, Parties’ arrangements and existing technical possibilities, without the necessity to additionally proclaim the confidentiality of the Confidential Information.
Title to the Confidential Information
The handed over Continental Information remain the property of CSI for the whole term of the Agreement, concluded by the Partner on grounds of this Regulation. The agreement does not grant the Partner any entitlement or license for the Confidential Information. CSI reserves the legal title to the Confidential Information for the whole term of the agreement

Any Confidential Information, received in writing (including their copiers) will be handed over by the Partner to CSI or destroyed, and in the case of electronical form – permanently deleted from the rewritable memories (hard drives, USB pendrives), within 10 (ten) days from the day of the delivery of a CSI written claim notice. In the event of such claim the Partner will notify CSI in writing, within the aforementioned term, the fact of destruction of documents, their copies containing Confidential Information, as well as permanent deletion of Confidential Information from any multi-use carriers.
Obligations and Liability
The Partner is obligated to keep the Confidential Information in confidentiality and not to disclose such information to third persons or entities, except that these persons are bound by
a non-disclose agreement with the Partner, with provisions analogous to the Agreement concluded on grounds of this Regulation (including the purpose of use of the Confidential Information.) Disclosure of Confidential Information by the persons mentioned in the previous sentence, with infringement of the rules and condition described hereto will be treated as unlawful act of the Partner, and the Partner will bear full liability for such disclosure, as if it was its own action.
The obligation mentioned in Section 8.1 does not apply in the event that Confidential Information must be disclosed by the Partner on grounds of mandatory provisions of law or on demand of entitled public institutions or courts. If such case will occur, the Partner will promptly inform CSI in writing, as far as possible before the disclosure and without the infringement of laws prohibiting such actions, so that CSI may take measures in order to find proper legal solutions in order to prevent or limit such disclosure.

In case of breach of the Partner’s obligations under Section 7.2 or 8.1 of this Regulation, the Partner will pay CSI liquidated damages of 10.000 (ten thousand) PLN for every case of breach. CSI preserves the right to claim damages exceeding the amount of liquidated damages.
Client Non-Solicitation Clause
The Partner is obligated not to use the Confidential Information referring to the Clients, disclosed by CSI in any actions, which may result in diverting Clients to the Partner with the omission of CSI, in particular to carrying out any direct service or sale with the omission of CSI as its representative.
The Partner is obligated also not to take actions towards Clients, which may result in reduction of turnovers, margins and sale levels of CSI.

It is understood by the Parties, that actions mentioned in Sections 9.1-9.2 shall be construed specifically, but not solely, as: attempts to make contact with the Clients’ contact persons, attempts to present sales and services offers, attempts to receive information identical with Confidential Information.

In case of breach of obligations described in Sections 9.1-9.3, the Partner will pay CSI liquidated damages of the total sum of CSI turnovers with the particular Client for the last 24 months (including products and services, which are not provided by the Partner) before the moment of breach.
Governing Law. Jurisdiction
This Regulation shall be governed, construed, and enforced in accordance with the laws of Poland.

Any dispute, difference or claim arising out of or in connection with this Regulation and not settled amicably between the Parties shall finally and exclusively be settled by
a Polish court for the city of Wrocław.
Language Clause
This Regulation was made in two identical counterparts, each in two languages: Polish and English. In case of a dispute of the essence of the Agreement, the polish version shall prevail.
Severability Clause
In case one or more of the provisions set forth in this Regulation shall, for any reason, be held to be null or unenforceable, the validity of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

Amendments
Amendments to any of the agreement concluded on the grounds of this Regulation shall be effective, when it is made and confirmed in writing and signed by both Parties, under pain of being declared null and void.
The term of the agreement
The agreement concluded on grounds of this Regulation comes into force on the day of the offer acceptance by the Partner and is stipulated for a definite period of 5 years from the day of its conclusion.

General Provisions
In the matters not regulated in this Regulation mandatory provisions of polish law shall apply.