Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (the "Agreement") is entered into between ALLPARA AG ("Party A") and the healthcare professional, clinic or distributor completing the ALLPARA professional registration ("Party B"), each a "Party" and together the "Parties".

1. Purpose

The Parties wish to evaluate a potential commercial cooperation in the field of aesthetic medicine, professional skincare and related distribution activities (the "Purpose"). To do so, each Party may share business, technical, commercial or financial information with the other. This Agreement sets out how that information must be handled.

2. Confidential Information

"Confidential Information" means any non-public information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party"), in any form - written, oral, electronic, visual or otherwise - that is identified as confidential or that a reasonable person would understand to be confidential. It includes, without limitation: pricing, margins and commercial terms; product portfolios, sourcing and supplier information; client and partner lists; logistics and operational data; software, IT and platform details; marketing plans; and any information relating to ongoing or contemplated transactions between the Parties.

3. Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement by the Receiving Party; (b) was already lawfully in the Receiving Party's possession before disclosure, without confidentiality obligations; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's information; or (d) is rightfully obtained from a third party that is not under a confidentiality obligation.

4. Permitted Use

The Receiving Party shall use Confidential Information solely for the Purpose. It may not be used for any other commercial, competitive or personal benefit, nor disclosed to any third party except as expressly permitted under this Agreement.

5. Obligations of the Receiving Party

The Receiving Party shall protect Confidential Information using at least the same degree of care it applies to its own confidential information of similar importance, and in any event no less than reasonable care. It shall: (a) limit access to representatives who have a strict need to know for the Purpose and are bound by confidentiality obligations no less protective than these; (b) not copy, reproduce or reverse-engineer beyond what is necessary for the Purpose; (c) promptly notify the Disclosing Party of any actual or suspected unauthorised disclosure or use, and cooperate in good faith to mitigate harm; and (d) remain fully responsible for any breach by its representatives or affiliates.

6. Disclosure Required by Law

If the Receiving Party is required by law, regulation, court order or competent authority to disclose Confidential Information, it shall, where legally permitted, promptly notify the Disclosing Party so it may seek a protective order, and shall limit disclosure to the minimum strictly required.

7. Term & Survival

This Agreement enters into force on the Effective Date and remains in force for two (2) years, unless terminated earlier by mutual written agreement. The confidentiality obligations survive termination or expiry and remain binding for five (5) years from the date of disclosure of the relevant Confidential Information. Information qualifying as a trade secret remains protected for as long as it retains that status under applicable law.

8. Return or Destruction

Upon written request or termination, the Receiving Party shall promptly return or securely destroy all Confidential Information (including copies and derivative materials) and confirm destruction in writing. One archival copy may be retained solely for legal, regulatory or internal audit purposes, remaining subject to this Agreement.

9. No Licence, No Warranty

Nothing in this Agreement grants any licence, right or interest in any Confidential Information, intellectual property, trademark or know-how, except the limited right to use it for the Purpose. Confidential Information is provided "as is" without warranty as to accuracy or completeness, save that the Disclosing Party is entitled to disclose it.

10. Data Protection

Where personal data is exchanged, each Party acts as an independent controller and complies with all applicable data-protection laws, including the Swiss Federal Act on Data Protection (FADP), the EU GDPR where applicable, and equivalents in the recipient's jurisdiction (e.g. Japan's APPI). Each Party shall process personal data only for the Purpose, apply appropriate security measures, promptly notify the other of any personal-data breach, cooperate on data-subject requests, and ensure an adequate mechanism for any cross-border transfer.

11. Non-Circumvention

For the term and twelve (12) months thereafter, neither Party shall directly or indirectly contact, solicit, transact with or bypass the other in respect of any source, manufacturer, supplier, distributor, customer, agent or partner specifically identified or introduced in the course of the Purpose, without the introducing Party's prior written consent. This does not restrict ordinary business with parties already known independently or publicly identifiable in the relevant market.

12. No Obligation to Transact

This Agreement does not oblige either Party to enter into any further agreement or transaction. Each Party remains free to pursue its own business activities, provided it does not breach this Agreement.

13. Remedies

The Parties acknowledge that a breach may cause irreparable harm for which damages alone may be insufficient; the Disclosing Party may seek injunctive and other equitable relief in addition to damages and any other legal remedies.

14. Governing Law & Jurisdiction

This Agreement is governed by the substantive laws of Switzerland (excluding conflict-of-law rules and the CISG). The exclusive place of jurisdiction is Basel, Switzerland.

15. General Provisions

(a) Entire agreement, superseding prior understandings. (b) Amendments only in writing signed by both Parties. (c) No assignment without consent, except to an affiliate/successor in a reorganisation. (d) Severability. (e) May be executed in counterparts and by electronic or qualified electronic signature (eIDAS-compliant). (f) Notices in writing to the addresses/emails on the cover page, deemed received the next business day.

By accepting during registration, Party B agrees to the terms of this Mutual Non-Disclosure Agreement. A countersigned copy is issued on request or at verification.

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