Non-disclosure agreement (NDA, ENG version)

of Xometry Europe GmbH, Ada-Lovelace-Str. 9, 85521 Ottobrunn, Germany for the production and delivery of products and services.

(last update 10/06/2020)

RECITAL:
Each of the parties hereto wishes to provide to the other party certain information that is non-public, confidential and/or proprietary in nature (such information being hereinafter referred to as “Confidential Information”), and each of the parties hereto wishes to obtain Confidential Information from the other party. Accordingly, each of the parties hereto is entering into this Agreement to ensure that any Confidential Information that is identified as “Confidential” or “Proprietary” or would otherwise ordinarily be expected to be confidential or proprietary regardless of the manner in which it is furnished, disclosed by it to the other party and received by it from the other party remains confidential in accordance with the terms hereof and is used by the other party only for the purposes contemplated by this Agreement.

1. As used herein, “Confidential Information” shall mean all information of a disclosing party that is proprietary and confidential to such disclosing party and that such disclosing party protects against unrestricted disclosure to others.

2. Each of the parties, in its capacity as the receiving party, represents, warrants and agrees that it will not, for any reason or purpose whatsoever, for a period of two years after the disclosure of Confidential Information to it, directly or indirectly: (a) reproduce, divulge or disseminate any Confidential Information of the disclosing party to any person, trust or entity, or (b) use any Confidential Information of the disclosing party for any purpose other than to discuss or evaluate a possible business relationship with each other or for the benefit of the receiving party or any affiliate or to the detriment of the disclosing party. The foregoing obligations shall not apply to any portion of such Confidential Information that: (i) is at the time of disclosure or thereafter becomes generally available to the public other than as a result of disclosure by the receiving party, (ii) becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party that has represented to the receiving party that such source is entitled to disclose it, (iii) was known to or in the possession of the receiving party prior to the time of disclosure as shown by competent evidence in the receiving party’s possession, (iv) is independently developed or acquired by the receiving party without use of reference to such Confidential Information, as shown by competent evidence in the receiving party’s possession, (v) relates to possible tax treatment or tax structure to the extent any transaction contemplated by this Agreement , (vi) is or becomes publicly available or that is rightfully received by the receiving party from a third party without accompanying confidentiality obligations or (vii) is required to be disclosed under applicable law or pursuant to an order of a court or other governmental authority.

3. Each party, in its capacity as the receiving party may disclose Confidential Information of the disclosing party only to those employees, agents and contractors of the receiving party with a need to know and who are bound by obligations of confidentiality and restrictions on use comparable to those set forth herein.

4. Promptly after the request of a disclosing party, the receiving party agrees to return to the disclosing party or to destroy all copies of tangible Confidential Information of the disclosing party and to destroy all memoranda, compilations, analyses, notes and other materials prepared by or on behalf of the receiving party based on or reflecting any Confidential Information.

5. This Agreement shall not be deemed to create any partnership, joint venture, license or other similar arrangement between the parties hereto, nor shall it be deemed to create any obligation on the part of either party to initiate or to continue any discussion, relationship or arrangement with the other party.

6. Each party, in its capacity as the receiving party, acknowledges that a breach of any of the foregoing agreements will result in irreparable and continuing damage to the disclosing party, for which there is no adequate remedy at law, and each of the parties agrees that, in the event of any breach of such agreements by a receiving party, the disclosing party, its successors and assigns shall be entitled to injunctive relief and to such other and further relief, including damages, as may be proper.

7. This Agreement and the interpretation of its terms shall be governed by and construed in accordance with the German laws.

8. This Agreement shall be binding upon and inure to the benefit of each party’s respective successors and lawful assigns; provided, however, that no party, in its capacity as the receiving party, may assign its obligations under this Agreement. Any assignment in violation of this Section 8 shall be null and void.

9. This Agreement may be executed in separate counterparts, each of which shall be deemed an original and both of which, when taken together, shall constitute one and the same agreement.

   IN WITNESS WHEREOF, the parties have entered into this Agreement.

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