CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
This Confidentiality and Non-Disclosure Agreement (the "Agreemenf') is dated as of 9 October
2024, (the "Effective Date") and is made by and between Citizens Resources LLC, a
Massachusetts limited liability company with an address of 160 Federai Street, 18 th Floor, Boston,
MA 0211O ("CRLLC'), and PFT CERTX Intemational Spain SL a Spanish company with an
address of C/Pizarra 175 29602, Marbella ( Malaga), Spain, with V AT number B93606952 (the
"PFT'). Each of CRLLC and PFT is referred to in this Agreement individually as a "party" and
collectively as the "parties".
Nature or Purpose of Discussion:
Evaluate a possible strategie partnership regarding participation in a public tender in Romania
for the supply of school buses.
WHEREAS, the parties have certain confidential information which each has disclosed or may
disclose to the other for the purpose described above (the "Purpose"), each is willing to accept the
information confidentially as limited herein.
NOW THEREFORE, the parties agree as follows:
1. For purposes of this Agreement, the party disclosing confidential information is hereinafter
referred to as the "Disclosing Party" and the party receiving confidential information is
hereinafter referred to as the "Recipienf'.
2. "Confidential Jnfòrmation" means any non-public information or data, whether or not marked
or identified as "confidential," provided to or disclosed to Recipient by Disclosing Party or on
its behalf, in any form whatsoever or in or by any medium whatsoever, including, without
limitation, any information, trade, or business services, information relating to the intellectual
property, proprietary information, and business practices of the Disclosing Party or any of the
Disclosing Party's affiliates, whether or not reduced to writing or other tangible expression,
which the Disclosing Party considers to be proprietary and confidential, discoveries, ideas,
concepts, know how, techniques, designs, strategies, specifications, drawings, blueprints,
flow-charts, data, computer programs, marketing plans, business plans, business opportunities,
customer or client names or other identifying information, potential customer or clients names
or other identifying information, structural or organizational details, financial information
relating to a Disclosing Party or any affiliate thereof, proposed or actual capitai expenditures,
and other technical, financial or business information obtained under this Agreement. Tue fact
that discussions are taking piace between the parties, the substance of those discussions, and
the terms of any agreement that may be entered into also constitute Confidential lnformation.
3. Recipient agrees it shall: (i) use the Confidential Information solely for assessment and
performance of the Purpose; (ii) maintain the confidentiality of the Confidential Information
by using such precautions and care as afforded to its own confidential information, but in no
case less than the standard precautions and standard of care exercised by persons or entities in
its own industry with regard to their own confidential information; (iii) not use or exploit any
Confidential Information, either directly or indirectly, for Recipient's own benefit or the
Confidentiality and Non-Disclosure Agreement
Page I of5
benefit of any other party at any time; (iv) not copy, develop, manufacture, produce,reproduce,
or reverse engineer any Confidential Information; (v) inform each Representative (defined
below) receiving or reviewing Confidential Information of the confidential nature of the
Confidential Information and the requirement that it not be used or disclosed other than for the
purposes described in this Agreement and agrees, for the avoidance of doubt, that Recipient
shall remain responsible for any violation of this Agreement by any Representative; and (vi)
not disclose or authorize the disclosure of the Confidential Information except with Disclosing
Party's prior written consent or as otherwise permitted in this Agreement. Recipient may
disclose the Confidential Information to Recipient's parent company, subsidiary, employees,
officers, directors, managers, advisors, agents, consultants, affiliates, lenders, potential lenders,
service providers and representatives ("Representatives") who need to know the Confidential
Information for the Purpose and who have been informed of the confidential nature of the
Confidential Information and of the provisions of this Agreement and who have been directed
to treat such Confidential Information in accordance with the terms of this Agreement.
Recipient agrees to advise Disclosing Party in writing of any misappropriation or misuse by
any person of Confidential Information of which Recipient may become aware and to be liable
for any such misappropriation, misuse or wrongful disclosure of Confidential Information by
its Representatives.
4. Recipient shall have no obligation with respect to Confidential Information to the extent, but
only to the extent, that such information:
(i) is already in the possession of Recipient or its Representatives prior to being
furnished to Recipient or its Representatives pursuant hereto, provided that the source
of such information was not known by Recipient or its Representatives to be bound
by a confidentiality agreement with Disclosing Party or bound by other contractual,
legal or fiduciary obligation to Disclosing Party or any other party with respect to
such information;
(ii) becomes generally publicly known other than as a result of disclosure by Recipient
or its Representatives in violation of this Agreement;
(iii) is or becomes available to Recipient or its Representatives on a non-confidential basis
from a source other than Disclosing Party, provided that such source is not known by
Recipient or its Representatives to be bound by a confidentiality agreement with, or
other contractual, legal or fiduciary obligation of confidentiality to, Disclosing Party
or any other party with respect to such information;
(iv) is independently developed by Recipient or its Representatives without the use of any
Confidential Information; or
(v) is required by law or pursuant to legal process or request by any govemmental agency
or other regulatory authority (including any self-regulatory organization, exchanges,
clearing house or trading facility having jurisdiction or claiming to have jurisdiction
over Recipient or its Representatives) to disclose any of the Confidential Information.
To the extent that Recipient and/or its Representatives are so required to disclose any
Confidentiality and Non-Disclosure Agreement
Page2 o/5
Confidential Infonnation, Recipient shall, to the extent practicable and pennissible
by law, rule, regulation or judicial order, promptly notify the Disclosing Party ofsuch
request or requirement and pennit Disclosing Party to intervene in any relevant
proceedings to protect its interest in the Confidential Infonnation and shall
reasonably cooperate with, and cause its Representatives to reasonably cooperate
with, the Disclosing Party in seeking to obtain such protection.
5. Tue parties agree that as between Disclosing Party and Recipient all Confidential Infonnation
remains the sole property of Disclosing Party and no license or other rights (including any
intellectual property rights) in the Confidential lnfonnation are granted to Recipient or any
Representative or otherwise implied hereby, including, but not limited to, any right or title of
ownership or right to use, exploit, or dispose of any Confidential Infonnation at any time.
Disclosing Party warrants it has the right to disclose the Confidential Infonnation to Recipient
but otherwise makes no warranty as to the Confidential Infonnation.
6. Neither party shall make use ofthe other party's name or any infonnation acquired through its
dealings with the other party for publicity or marketing purposes without the prior written
consent of the other party.
7. lt is understood and agreed that neither this Agreement nor discussions between the parties
shall be construed to create: (i) any obligation to refrain from entering into agreements or
negotiations with any other party, whether related to the Purpose or otherwise; (ii) any
partnership, joint venture, joint enterprise or business relationship between the parties; or (iii)
any obligation to the other party hereunder with regard to the Purpose or any proposed
transaction, service, product, initiative, application or other business undertaking or venture.
Such obligations would be incurred, if at all, pursuant to the tenns of separate definitive
documentation executed and delivered by both parties evidencing all aspects of any such
obligations. Nothing in this Agreement, expressed or implied, is intended to confer on any thiro
party any rights or remedies under or by reason of this Agreement.
8. Upon the Disclosing Party's written request, Recipient will return or destroy all copies of the
Confidential Infonnation in its possession or in the possession ofany Representative to whom
it has disclosed the Confidential lnfonnation. Recipient will supply Disclosing Party with a
written statement ofconfirmation that the Confidentiallnfonnation has been destroyed without
any copies thereofhaving been retained. Notwithstanding the foregoing, Recipient and/or its
Representatives shall be pennitted to retain that portion ofthe Confidential lnfonnation (i) that
is required to be retained pursuant to law and/or regulation and/or (ii) Confidential lnfonnation
stored on automatic computer back-up archiving systems. Such retained Confidential
Infonnation shall remain subject to the confidentiality obligations contained herein. If, at any
time subsequent to the aforementioned retum of Confidential Infonnation, Recipient and/or its
Representatives discover Confidential Information that was inadvertently not retumed, it
hereby agrees that it shall immediately destroy said Confidential Information.
9. Recipient acknowledges and agrees that the covenants contained in this Agreement are
reasonable and necessary to protect the proprietary and legitimate business interests of
Disclosing Party, including Disclosing Party's goodwill. Both Parties acknowledge that the
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Page 3 o/5
unauthorized disclosure or other breach, or threatened breach, ofthis Agreement by Recipient or
any Representative will cause substantiai and irreparabie damage to Disclosing Party. Tue
Parties agree that, upon a breach or threatened breach of this Agreement by Recipient or any
Representative, Disclosing Party will be entitled to seek an injunction prohibiting Recipient or
Representative, as appiicabie, from any such disclosure, attempted disclosure, threatened
disclosure, breach, or threatened breach without the necessity ofproving damages or furnishing
a bond or other security. Recipient hereby indemnifies and hoids Disclosing Party harmless from
and against all damages, iosses, and costs (including, without iimitation, reasonabie attomeys'
fees) resulting from any such actuai, attempted, or threatened disclosure or breach.
10. This Agreement shall be govemed by and construed in accordance with the iaws ofthe State of
New York, without regard to principies ofconflicts oflaw. In any suit, action, proceeding, claim
or counterclaim brought by or on behaif ofany party reiated to or arising out of this Agreement
(each a "Proceeding"), each party hereby irrevocabiy submits to the (i) exclusive jurisdiction of
the Unit ed States District Court for the Southem District ofNew York iocated in the Borough of
Manhattan and the courts of the State of New York iocated in the County of New York, or (ii)
in the event such federai court declines to exercise or does not have jurisdiction, then in a state
court iocated in Suffolk County, Massachusetts. Each party hereby irrevocabiy and
unconditionally agrees that all claims in respect of any such Proceeding may be heard and
determined in such court. With respect to any such Proceeding, each party hereto hereby
irrevocabiy and unconditionally waives, to the fullest extent permitted by appiicabie iaw, (i) any
objection which it may now or hereafter have to the iaying ofvenue, (ii) the defense of, and any
objection which it may now or hereafter have reiating to, personai, or in personam, jurisdiction;
(iii) the defense of an inconvenient forum and (iv) any right to triai by jury.
11. In the event that any provision of this Agreement or the appiication thereofto any person or in
any circumstance shall be determined to be invaiid, uniawfui or unenforceabie to any extent, the
remainder shall be unaffected and shall continue to be vaiid and may be enforced to the fullest
extent permitted by iaw. This Agreement may oniy be modified in writing (other than by eiectronic
communication) executed by both parties.
12. Tue Agreement shall remain in effect for a 1 (one) year term starting from the Effective Date.
Tue Recipient's obiigation to keep Confidentiai Information disclosed during the term of this
Agreement in strict confidence shall remain in effect during the term of this Agreement and 5
(five) years after the date of its termination.
13. This Agreement shall inure for the benefit ofand be binding upon each of the parties and their
respective successors and assigns; provided, however, that neither party may assign or transfer
any rights or obiigations under this Agreement without the prior written consent ofthe other party.
This Agreement shall be binding upon the permitted assigns or transferees of each party.
14. This Agreement may be executed in any number ofcounterparts, each ofwhich when so executed
and deiivered (which deiivery may be made by eiectronic transmission) shall be deemed an
originai, but all such counterparts together shall constitute but one and the same instrument. This
Agreement constitutes the entire understanding between the parties as to the Confidential
Information and merges all prior discussions between them reiating thereto.
Confidentiality and Non-Disclosure Agreement
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IN WITNESS WHEREOF, each ofthe parties has caused this Agreement to be duly executed as
ofthe date first above written.
CITIZENS RESOURCES LLC
By: ------------
Name:
Title:
Address: 160 Federal Street, 18 th Floor, Boston, MA 0211O
PFT CERTX International Spain SL
By: �v(�
Name: Marco Licani Della Valle
Title: Director
Address: Calle Pizarra 175 - 29602 Marbella - MA Spain
*Annexes:
1. CRLLC -Document evidencing authorities ofLegai Representative and ID.
2. PFT -Document evidencing authorities ofLegal Representative and ID.
Confidentiality and Non-Disclosure Agreement
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