WELO DATA, LLC

MUTUAL NONDISCLOSURE AGREEMENT

This Mutual Nondisclosure Agreement ( “Agreement”) is made as of
(“Effective Date”) by and between Welo Data, LLC, on behalf of itself and its affiliates (“Welo
Data”), and _________________________ (“Supplier”). In this Agreement Welo Data and Supplier
are each a “Party” and collectively, “the Parties”.

IN CONSIDERATION of the promises in this Agreement, each Party agrees to comply with the
terms set out below.
1. Purpose.

(i) Welo Data and Supplier have entered into a supply relationship involving the
supply of services from Supplier to Welo Data or an affiliated company (the
“Supplier Relationship”).

(ii) In connection with the conduct of the Supplier Relationship (the “Purpose”), each
Party (a “Disclosing Party”) may disclose its Confidential Information (as defined
below) to the other Party (a “Receiving Party”).

2. Definition of Confidential Information. “Confidential Information” means:

(i) For Welo Data: information provided to Supplier, including the contents of this
Agreement and all oral, visual, graphic, electronic, and written non- public,
confidential or proprietary information, technical data, trade secrets and/or know
how, including without limitation, products, services, customers, customer lists,
pricing, revenue, markets, developments, inventions, processes, technology,
methodologies, translation memory databases, software programs and source
code including those licensed by Welo Data and made available to Supplier for the
purpose of facilitating Supplier’s performance of services and including
identification names and passwords, documentation, and proprietary information
belonging to Welo Data’s customers or prospective customers.

(ii) For Supplier: personal information provided directly to Welo Data.

3. Nondisclosure and Nonuse of Confidential Information. Welo Data and Supplier each
agree not to use any Confidential Information disclosed to it by the other Party for its
own use or for any purpose other than the Purpose. Neither Party shall disclose or
permit disclosure of any Confidential Information of the other Party to any third party.
Each Party agrees that it shall take all reasonable measures to protect the secrecy of
and avoid disclosure or use of Confidential Information of the other Party but no less
than the highest degree of care that the Receiving Party utilizes to protect its own
Confidential Information. Each Party agrees to notify the other Party in writing of any
actual or suspected misuse, misappropriation, or unauthorized disclosure of
Confidential Information of the Disclosing Party which may come to the Receiving
Party’s attention. Supplier shall adhere to all Welo Data policies and procedures
regarding the protection of Welo Data’s Confidential Information and data security.

4. Exceptions. Neither Party shall have liability to the other Party with regard to any
Confidential Information of the other Party which the Receiving Party can prove: (i)
was in the public domain at the time it was disclosed or has entered the public

136 Madison Avenue, 6th Floor, New York, NY 10016 © 2024 Welo Data, LLC Confidential and Proprietary [Link]
 domain through no fault of the Receiving Party; (ii) is disclosed with the prior written
approval of the Disclosing Party; or (iii) is disclosed pursuant to the order or
requirement of a court, administrative agency, or other governmental body;
provided, however, that the Receiving Party shall provide prompt notice of such
order or requirement to the Disclosing Party to enable the Disclosing Party to seek
a protective order or otherwise limit such disclosure.

5. Welo Data Resources. In addition to providing Supplier with its Confidential

Information, Welo Data may provide Supplier with access to Welo Data accounts,
devices, and systems belonging to Welo Data or Welo Data’s customers ("Welo Data
Resources"). Supplier shall use the Welo Data Resources solely for the purpose of
performing tasks requested by Welo Data. Supplier shall not use Welo Data
Resources for any personal benefit or the benefit of any third party.

6. No Modification. Each Party agrees that it shall not modify, reverse engineer,
decompile, create other works from or disassemble any software programs
contained in the Confidential Information of the other Party unless permitted in
writing by the Disclosing Party.
7. Return of Materials and Resources

(i) Any materials or documents and any Welo Data Resource that have been furnished
by Welo Data to Supplier in connection with the Supplier Relationship shall be
promptly returned by Supplier, accompanied by all copies of such materials or
documentation, within ten (10) days after (a) the Supplier Relationship has been
concluded or (b) the written request of Welo Data. In addition, Supplier shall certify
that no Confidential Information is retained on any of Supplier’s personal devices or
drives.
(ii) Upon of the Supplier Relationship, Supplier shall be entitled to request deletion of
Supplier’s Confidential Information in accordance with the applicable laws
governing personal information and data privacy.

8. No Rights Granted. Nothing in this Agreement shall be construed as granting any

rights to Supplier under any patent, copyright or other intellectual property right in or
relating to Welo Data’s Confidential Information other than the limited right to use such
Confidential Information solely for the Purpose. Supplier agrees not to file any
intellectual property applications claiming any developments, discoveries, inventions
and the like arising from the use of Welo Data’s Confidential Information, or that co uld
not have been made, developed or discovered but for access to such Confidential
Information.

9. No Employment Relationship. Supplier understands and acknowledges that

Supplier is not an employee of Welo Data nor an employee of Welo Data’s customer.
Supplier agrees that Supplier is an independent contractor, and in no event shall
Supplier be entitled to claim any employment benefits from Welo Data or Welo
Data’s customer.

10. Term. The foregoing commitments of each Party shall survive any termination of the
Supplier Relationship and shall continue for a period terminating three
(3) years from the date on which Confidential Information is last disclosed
hereunder, provided that any Confidential Information which constitutes a trade
secret shall remain subject to the non-disclosure and non-use restrictions in this
Agreement until such Confidential Information ceases to be a trade secret.

136 Madison Avenue, 6th Floor, New York, NY 10016 © 2024 Welo Data, LLC Confidential and Proprietary [Link]
 11. Remedies; Indemnification. Welo Data and Supplier each agree that its obligations
set forth in this Agreement are necessary and reasonable in order to protect the
Disclosing Party. Each Party expressly agrees that due to the unique nature of the
Disclosing Party’s Confidential Information, monetary damages would be
inadequate compensation for any breach by the Receiving Party of its obligations
set forth in this Agreement. Accordingly, each Party agrees that any such violation
or threatened violation shall cause irreparable injury to the Disclosing Party and that,
in addition to any other remedies that may be available, in law, in equity or
otherwise, the Disclosing Party shall be entitled (a) to seek to obtain injunctive relief
against the threatened breach of this Agreement or the continuation of any such
breach by the Receiving Party, without the necessity of proving actual damages, and
(b) to be indemnified by the Receiving Party from any loss or harm, including but not
limited to attorney’s fees, arising out of or in connection with any breach or
enforcement of the Receiving Party’s obligations under this Agreement or the
unauthorized use or disclosure of the Disclosing Party’s Confidential Information.
12. General.

(i) The terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the Parties, provided that
the rights and obligations under this Agreement may not be assigned by
Supplier without Welo Data’s prior written consent.
(ii) If one or more provisions of this Agreement are held to be unenforceable under
applicable law, then such provision shall be excluded from this Agreement and
the balance of the Agreement shall be interpreted as if such provision were so
excluded and shall be enforceable.
(iii) If Supplier is resident in the United States, this Agreement shall be governed in
accordance with the laws of the State of Delaware, without giving effect to
principles of conflicts of law. If Supplier is resident outside the United States, this
Agreement shall be governed by the laws of the place of residence of Supplier.
(iv) Any term of this Agreement may be amended with the written consent of Welo
Data and Supplier.
(v) This Agreement constitutes the entire agreement between the Parties
pertaining to the subject matter hereof.

ACKNOWLEDGED AND AGREED:

Welo Data, LLC Supplier

____________________________________________________

Name: Canute Haroldson Name:

136 Madison Avenue, 6th Floor, New York, NY 10016 © 2024 Welo Data, LLC Confidential and Proprietary [Link]
 Title: Head of Growth Date:

Date: December 2nd, 2024

136 Madison Avenue, 6th Floor, New York, NY 10016 © 2024 Welo Data, LLC Confidential and Proprietary [Link]