Non-Disclosure Agreement

1. Definitions

"Confidential Information" means all information disclosed by either party to the other in connection with the Environmental Due Diligence engagement, whether orally, in writing, electronically or by any other means, including but not limited to: environmental permits, compliance documents, inspection reports, remediation plans, emission data, safety reports, financial projections related to environmental liabilities, and any analysis or findings produced by ERI.

2. Obligations

The Receiving Party agrees to: (a) maintain the confidentiality of all Confidential Information using the same degree of care it uses for its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party without prior written consent of the Disclosing Party; (c) use Confidential Information solely for the purpose of evaluating the proposed transaction; (d) limit access to Confidential Information to those employees, advisors and representatives who have a need to know and who are bound by confidentiality obligations no less restrictive than those set forth herein.

3. Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already in the Receiving Party's possession prior to disclosure; (c) is independently developed by the Receiving Party without use of Confidential Information; (d) is disclosed pursuant to a legal requirement, provided that the Receiving Party gives prompt notice to the Disclosing Party.

4. Data room security

All documents uploaded to the EDD-IQ platform are protected by SHA-256 cryptographic hashing, timestamp recording, and access logging. The Receiving Party acknowledges that all access to the data room is logged and auditable. Any unauthorised copying, downloading beyond the scope of the engagement, or distribution of documents constitutes a material breach of this Agreement.

5. Duration

This Agreement shall remain in effect for a period of three (3) years from the date of signature, regardless of whether the proposed transaction is completed.

6. Governing law

This Agreement shall be governed by and construed in accordance with the laws of the Netherlands. Any disputes arising from this Agreement shall be submitted to the competent court in Rotterdam.

7. Return of information

Upon written request of the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information and certify in writing that it has done so. Data room access will be revoked within 24 hours of such request.