Confidentiality Agreement

MUTUAL NON-DISCLOSURE AGREEMENT

THIS MUTUAL NON-DISCLOSURE AGREEMENT ("Agreement") is entered into on the date of electronic signature below.

BETWEEN:
(1) FOX & WOLF C.B., with its principal place of business at Flamenca Beach Centro Comercial, Orihuela Costa, Spain ("FOX & WOLF")

(2) The undersigned party ("Recipient"), whose details are provided below.

Together referred to as the "Parties" and each individually as a "Party."

1. PURPOSE

The Parties wish to explore a potential business relationship relating to white-label and/or private-label home fragrance manufacturing services ("Purpose"). In connection with the Purpose, each Party may disclose Confidential Information to the other.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means all information disclosed by one Party to the other, whether orally, in writing, electronically, or by any other means, that relates to the disclosing Party's business, products, services, operations, or affairs. This includes, but is not limited to:

(a) Fragrance formulations, compositions, recipes, blends, and scent profiles;
(b) Fragrance libraries, product catalogues, and ingredient lists;
(c) Manufacturing processes, techniques, methods, and equipment specifications;
(d) Pricing structures, cost breakdowns, margins, and financial information;
(e) Supplier names, supply chain details, and sourcing arrangements;
(f) Customer lists, sales data, and distribution networks;
(g) Marketing strategies, brand positioning, and business plans;
(h) Product development plans, unreleased products, and research;
(i) Any other information that a reasonable person would consider confidential given the nature of the information and the circumstances of disclosure.

3. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party agrees to:

(a) Keep all Confidential Information strictly confidential and not disclose it to any third party without the prior written consent of the Disclosing Party;
(b) Use the Confidential Information solely for the Purpose and not for any other purpose whatsoever;
(c) Not copy, reproduce, reverse-engineer, decompile, or otherwise attempt to derive the composition or formulation of any product or material provided by the Disclosing Party;
(d) Not use the Confidential Information to develop, manufacture, or commission the manufacture of any product that replicates, imitates, or is substantially similar to any product or formulation of the Disclosing Party;
(e) Restrict access to the Confidential Information to only those employees, agents, or advisors who have a genuine need to know for the Purpose and who are bound by confidentiality obligations no less restrictive than those contained herein;
(f) Promptly notify the Disclosing Party of any unauthorised use or disclosure of Confidential Information.

4. EXCLUSIONS

Confidential Information does not include information that:

(a) Is or becomes publicly available through no fault of the Receiving Party;
(b) Was already known to the Receiving Party prior to disclosure, as evidenced by written records;
(c) Is independently developed by the Receiving Party without reference to the Confidential Information;
(d) Is disclosed to the Receiving Party by a third party who is not in breach of any confidentiality obligation;
(e) Is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives prompt written notice to the Disclosing Party to allow them to seek protective measures.

5. NO LICENCE OR RIGHTS GRANTED

Nothing in this Agreement grants the Receiving Party any licence, intellectual property rights, or ownership interest in any Confidential Information. All Confidential Information remains the sole property of the Disclosing Party.

6. RETURN OR DESTRUCTION OF INFORMATION

Upon written request by the Disclosing Party, or upon termination of discussions between the Parties, the Receiving Party shall promptly return or destroy all Confidential Information, including all copies, summaries, and materials derived therefrom, and shall confirm such return or destruction in writing within fourteen (14) days.

7. TERM

This Agreement shall remain in effect for a period of three (3) years from the date of signature. The obligations of confidentiality shall survive the termination or expiry of this Agreement for a further period of two (2) years.

8. REMEDIES

The Parties acknowledge that any breach of this Agreement may cause irreparable harm for which monetary damages may be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief and any other remedies available at law or in equity, without the necessity of proving actual damages.

9. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of Spain. Any dispute arising from or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Alicante, Spain.

10. GENERAL

(a) This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations.
(b) No amendment to this Agreement shall be effective unless made in writing and signed by both Parties.
(c) If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
(d) Neither Party may assign or transfer this Agreement without the prior written consent of the other Party.
(e) The failure of either Party to enforce any right under this Agreement shall not constitute a waiver of that right.

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