Mutual Non-Disclosure Agreement (Spain–Mexico)

1. Definitions

In this Agreement, the following capitalised terms shall have the meanings set out below, and other capitalised terms shall have the meanings given to them elsewhere in this Agreement:

1. "Confidential Information" means any and all non-public information, in whatever form (whether oral, visual, written, electronic, machine-readable or otherwise) and whether or not marked, designated or otherwise identified as confidential, that is disclosed by or on behalf of a Discloser to a Recipient in connection with the Purpose, including without limitation business plans, financial data, customer and supplier lists, pricing, forecasts, know-how, source code, algorithms, product roadmaps, technical specifications, designs, trade secrets, and the existence and contents of this Agreement and of the discussions between the Parties.
2. "Purpose" means the evaluation, negotiation and, if the Parties so decide, the pursuit of a potential commercial and technical collaboration between Meridiano and Corredor, and any activities reasonably ancillary thereto.
3. "Representatives" means, in relation to a Party, its directors, officers, employees, professional advisers, affiliates and the directors, officers and employees of such affiliates, in each case who have a genuine need to know the Confidential Information for the Purpose.
4. "Discloser" means, in relation to any item of Confidential Information, the Party (or its Representatives) disclosing such Confidential Information.
5. "Recipient" means, in relation to any item of Confidential Information, the Party (or its Representatives) receiving such Confidential Information.

2. Confidentiality Obligations

Each Party, in its capacity as Recipient, undertakes in relation to the other Party's Confidential Information that it shall:

1. hold the Confidential Information in strict confidence and take at least the same degree of care to protect it as it takes to protect its own confidential information of like importance, and in no event less than a reasonable degree of care;
2. not disclose the Confidential Information to any third party except to its Representatives in accordance with clause 2(3), and only to the extent necessary for the Purpose;
3. procure that each of its Representatives to whom Confidential Information is disclosed is bound by obligations of confidentiality no less protective than those set out in this Agreement, and shall remain responsible and liable to the Discloser for any act or omission of its Representatives that would constitute a breach of this Agreement if committed by the Recipient; and
4. promptly notify the Discloser upon becoming aware of any unauthorised use, disclosure, loss of or access to the Confidential Information, and cooperate reasonably with the Discloser to remedy the same.

3. Permitted Use / Purpose Limitation

The Recipient shall use the Confidential Information solely for the Purpose and for no other purpose whatsoever. The Recipient shall not use the Confidential Information for its own commercial benefit or that of any third party, nor in any manner that is detrimental to the Discloser. Nothing in this Agreement obliges either Party to disclose any particular information or to disclose any information at all; each Party retains full discretion as to what, if any, Confidential Information it discloses.

4. Exclusions

The obligations in this Agreement shall not apply to any information which the Recipient can demonstrate, by competent written evidence:

1. is or becomes generally available to the public other than as a result of a breach of this Agreement by the Recipient or its Representatives;
2. was already lawfully in the Recipient's possession, free of any obligation of confidentiality, at the time of its disclosure by the Discloser;
3. is lawfully obtained by the Recipient from a third party who is, to the Recipient's knowledge, entitled to disclose it and does so without any obligation of confidentiality;
4. is independently developed by the Recipient or its Representatives without use of or reference to the Discloser's Confidential Information; or
5. is approved for release or use by the prior written consent of the Discloser.

5. Compelled Disclosure

If the Recipient or any of its Representatives is required by applicable law, regulation, court order or the binding request of a competent regulatory or governmental authority to disclose any Confidential Information, the Recipient shall, to the extent legally permitted, give the Discloser prompt prior written notice so that the Discloser may seek a protective order or other appropriate remedy or waive compliance with this Agreement. If such disclosure is nonetheless required, the Recipient shall disclose only that portion of the Confidential Information which it is legally compelled to disclose and shall use reasonable endeavours to obtain assurances that confidential treatment will be accorded to the disclosed information. Any such compelled disclosure shall not otherwise relieve the Recipient of its obligations under this Agreement.

6. Data Protection

To the extent that the exchange of Confidential Information involves the processing of personal data, each Party shall comply with all data protection laws applicable to it, including, as applicable, Regulation (EU) 2016/679 of the European Parliament and of the Council (the General Data Protection Regulation, or "GDPR") together with implementing Spanish legislation, and the Mexican Federal Law on the Protection of Personal Data Held by Private Parties (Ley Federal de Protección de Datos Personales en Posesión de los Particulares, or "LFPDPPP") and its implementing regulations.

1. Each Party shall process any personal data received from the other only to the extent necessary for the Purpose, and shall apply appropriate technical and organisational measures to protect such personal data against accidental or unlawful destruction, loss, alteration, and unauthorised disclosure or access.
2. The Parties acknowledge that any transfer of personal data from the European Economic Area to Mexico constitutes a transfer to a third country, and each Party shall put in place an appropriate transfer mechanism (such as the European Commission's Standard Contractual Clauses) where required under the GDPR before any such transfer occurs.
3. Where the collaboration proceeds and either Party processes personal data on behalf of the other, the Parties shall enter into a separate data processing agreement as required by Article 28 GDPR and the equivalent provisions of the LFPDPPP.

7. No License / Intellectual Property

All Confidential Information remains the property of the Discloser. Nothing in this Agreement shall be construed as granting or conferring, whether expressly, by implication, estoppel or otherwise, any licence or other right under any patent, copyright, trademark, trade secret or other intellectual property right of the Discloser, save the limited right to use the Confidential Information for the Purpose in accordance with this Agreement. No Party shall reverse-engineer, decompile or disassemble any software, prototype or other item disclosed to it under this Agreement.

8. No Warranty

All Confidential Information is provided "as is". The Discloser makes no representation or warranty, express or implied, as to the accuracy, completeness, condition, merchantability, fitness for a particular purpose or non-infringement of any Confidential Information, and shall have no liability to the Recipient resulting from the Recipient's use of or reliance on the Confidential Information. Each Party is responsible for its own evaluation and use of the information disclosed to it.

9. Term & Survival

1. This Agreement shall commence on the Effective Date and shall continue in force for a period of two (2) years, unless earlier terminated by either Party upon thirty (30) days' prior written notice to the other Party.
2. Notwithstanding termination or expiry, the confidentiality and use obligations set out in this Agreement shall survive and continue to bind each Party with respect to Confidential Information disclosed during the term for a period of five (5) years from the date of disclosure.
3. With respect to any Confidential Information that constitutes a trade secret under applicable law, the obligations of confidentiality shall continue for so long as such information remains a trade secret, without limitation of time.

10. Return or Destruction

Upon the earlier of the termination or expiry of this Agreement or the written request of the Discloser, the Recipient shall, at the Discloser's option, promptly return or destroy (and, if requested, certify in writing the destruction of) all Confidential Information of the Discloser in its possession or control, together with all copies, extracts and derivatives thereof. The Recipient may, however, retain (i) one archival copy solely to the extent required to comply with applicable law or its bona fide internal record-retention or compliance policies, and (ii) copies contained in routine electronic back-up systems that cannot reasonably be deleted, in each case subject to the continuing confidentiality obligations of this Agreement for so long as such copies are retained.

11. Remedies / Injunctive Relief

Each Party acknowledges that any breach or threatened breach of this Agreement may cause the other Party irreparable harm for which monetary damages would not be an adequate remedy. Accordingly, in addition to any other remedies available at law or in equity, the non-breaching Party shall be entitled to seek injunctive or other equitable relief to prevent or restrain any such breach or threatened breach, without the necessity of posting a bond or proving actual damages, save where such requirement cannot be waived under applicable law. The remedies provided in this Agreement are cumulative and not exclusive.

12. No Obligation to Proceed / No Partnership

Nothing in this Agreement shall obligate either Party to proceed with the Purpose, to enter into any further agreement, or to conduct any particular transaction or business relationship with the other Party. Neither Party shall have any liability to the other in respect of a decision not to proceed. This Agreement does not create, and shall not be construed as creating, any partnership, joint venture, agency, fiduciary or employment relationship between the Parties, and neither Party has authority to bind or act on behalf of the other.

13. Notices

Any notice or other communication given under this Agreement shall be in writing, in English or Spanish, and shall be delivered by hand, by internationally recognised courier, or by email (with confirmation of transmission), to the registered office of the relevant Party set out above or to such email address as a Party may notify to the other from time to time. Notices shall be deemed received: if delivered by hand, on delivery; if sent by courier, on signed proof of delivery; and if sent by email, on the next business day at the place of receipt following transmission, provided no delivery-failure notice is received.

14. Assignment

Neither Party may assign, transfer, charge or otherwise deal with any of its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the other Party, save that either Party may assign this Agreement in its entirety to an affiliate or to a successor in connection with a merger, reorganisation or sale of all or substantially all of its assets or business to which this Agreement relates, subject to the assignee being bound by the terms of this Agreement. Any purported assignment in breach of this clause shall be void. This Agreement shall be binding upon and enure to the benefit of the Parties and their permitted successors and assigns.

15. Entire Agreement; Amendments; Severability; Waiver; Counterparts

1. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior discussions, negotiations, understandings and agreements, whether written or oral, relating thereto.
2. Amendments. No amendment or modification of this Agreement shall be effective unless made in writing and signed by a duly authorised representative of each Party.
3. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect, and the Parties shall negotiate in good faith to replace the affected provision with a valid provision that most closely reflects their original intention.
4. Waiver. No failure or delay by a Party in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any further exercise of that or any other right or remedy.
5. Counterparts; Electronic Signature. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. The Parties agree that signatures transmitted electronically and executed by means of a recognised electronic-signature platform shall be valid, binding and enforceable to the same extent as handwritten signatures.

16. Governing Law & Jurisdiction

1. This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, the laws of the Kingdom of Spain, without regard to its conflict-of-laws rules.
2. Subject to clause 16(3), the Parties irrevocably submit to the exclusive jurisdiction of the courts of the city of Madrid, Spain, in respect of any dispute, controversy or claim arising out of or in connection with this Agreement, its subject matter or formation.
3. Optional arbitration. The Parties may, by mutual written agreement, elect to submit any such dispute to final and binding arbitration administered by the Court of Arbitration of the Madrid Chamber of Commerce (Corte de Arbitraje de la Cámara de Comercio de Madrid) in accordance with its rules in force at the time. In such event the seat of arbitration shall be Madrid, the language of the proceedings shall be English, and the arbitral tribunal shall consist of one (1) arbitrator appointed in accordance with those rules. Nothing in this clause shall prevent either Party from seeking urgent injunctive or interim relief from a competent court pursuant to clause 11.