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01Confidential Information

1.1"Confidential Information" means information disclosed by either Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with the Purpose that is (a) information that the Client discloses to obtain a quotation or to have work carried out, in any form, including technical documents, concepts, specifications, designs, source code, samples, and oral or visual disclosures; (b) technical proposals, system architectures, designs, methods, prices, and commercial terms disclosed by Warning Engineering, in any form, including its offers and oral or visual disclosures; or (c) any other information that is marked or otherwise identified as confidential at or before the time of disclosure, or that is disclosed orally or visually, identified as confidential at the time of disclosure, and confirmed as confidential by the Disclosing Party in writing within 30 days of that disclosure. No marking or written confirmation is required for information under (a) or (b). Information under (c) that is neither so marked nor so confirmed is not Confidential Information under this Agreement, and the Receiving Party has no liability in respect of it.

1.2Confidential Information includes, without limitation: technical data, engineering drawings, schematics, PCB layouts and fabrication files, firmware and software source code, CAD models, bills of materials, test data and reports, prototypes and samples, manufacturing processes and cost data, business and financial information, pricing, and the identity of customers, suppliers, and manufacturing partners.

1.3The fact that the Parties are discussing the Purpose, and the existence and terms of this Agreement, are themselves Confidential Information of both Parties.

1.4Unsolicited Disclosure. Neither Party is obliged to accept information it has not requested. Information volunteered outside the channels agreed for the Purpose, or which the Receiving Party notifies the Disclosing Party in writing that it declines to receive, does not become Confidential Information and creates no obligation or liability for the Receiving Party.

02Exclusions

2.1Confidential Information does not include information that the Receiving Party can demonstrate by written records or other reasonable evidence:

• (a)was already lawfully in the Receiving Party's possession, without an obligation of confidentiality, before disclosure by the Disclosing Party;
• (b)is or becomes generally available to the public through no act or omission of the Receiving Party;
• (c)is rightfully received from a third party who, to the Receiving Party's knowledge, is not under an obligation of confidentiality to the Disclosing Party with respect to that information;
• (d)is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or
• (e)is disclosed with the prior written consent of the Disclosing Party.

2.2Confidential Information also does not include generally known engineering methods and practices, published standards and specifications, or the publicly documented features of commercially available components, platforms, and operating systems, even where they are used in or proposed for the Client's product. The particular way the Disclosing Party combines or applies them in its own products remains Confidential Information.

03Obligations of the Receiving Party

3.1The Receiving Party shall use Confidential Information solely in connection with the Purpose and for no other purpose.

3.2The Receiving Party shall not disclose Confidential Information to any third party, except to its own employees, officers, contractors, and professional advisors who have a genuine need to know it for the Purpose and who are bound by written confidentiality obligations at least as protective as those in this Agreement. The Receiving Party shall impose those obligations on such persons, and is liable for their breach only where it has failed to impose them or has failed to exercise reasonable care in the selection and supervision of the person concerned.

3.3The Receiving Party shall protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance, and in no event less than a reasonable degree of care.

3.4The Receiving Party shall not reverse engineer, disassemble, or decompile any prototype, hardware, or software disclosed under this Agreement, except to the extent expressly authorised in a separate written engagement between the Parties.

3.5The Receiving Party shall not use Confidential Information to replicate the Disclosing Party's products or services.

3.6The obligations in this Article 3 apply equally to both Parties, whichever Party is acting as Receiving Party at a given time.

3.7Residual Knowledge. Either Party may use general knowledge, skills, and experience, including ideas, concepts, and techniques, retained in the unaided memory of its personnel in the course of the Purpose, provided that this does not involve disclosure of the other Party's Confidential Information or infringement of its intellectual property rights. Nothing in this Agreement restricts either Party from independently developing, or performing work for third parties on, products or services of any kind, provided it does so without use of or reference to the other Party's Confidential Information. Each Party acknowledges that the other may work for third parties on products that are similar to, or compete with, its own, and that such work, or a similarity between products, is not in itself a breach of this Agreement or evidence of one.

3.8Manufacturing. Where the Purpose includes having boards, parts, or prototypes manufactured, the Receiving Party may disclose to a production facility, board manufacturer, or parts supplier the data needed to quote and build them, such as fabrication files, the bill of materials, placement files, mechanical drawings and 3D models of the parts, and compiled firmware for programming (the "Manufacturing Data"), provided that (a) the facility or supplier is bound by a written duty of confidentiality, under an agreement with the Receiving Party or under its own published terms of business, or has been approved by the Disclosing Party in writing, which may be by e-mail, and (b) nothing other than Manufacturing Data is disclosed to it. A disclosure made in accordance with this Article 3.8 is not a breach of this Agreement, and Article 3.2 does not apply to it. The Receiving Party is liable for such a disclosure only where it has disclosed more than the Manufacturing Data, or has failed to exercise reasonable care in selecting the facility or supplier or in transmitting the data.

3.9Service Providers. The Receiving Party may store and process Confidential Information using standard business software and online services, including e-mail, file storage, project messaging, and AI-assisted engineering tools, operated by third-party providers under their terms of service. Doing so is not a disclosure under Article 3.2. The Receiving Party remains responsible for choosing those services with reasonable care and for its own use of them.

04Compelled Disclosure

4.1If the Receiving Party becomes legally compelled, by deposition, subpoena, court order, or similar process of law, to disclose any Confidential Information, it shall, to the extent legally permitted: (a) give the Disclosing Party prompt written notice before disclosure; (b) reasonably cooperate, at the Disclosing Party's expense, if the Disclosing Party seeks a protective order or other appropriate remedy; and (c) disclose only the portion of Confidential Information it is legally required to disclose.

05Term & Survival

5.1This Agreement takes effect on the Effective Date and continues until terminated by either Party on 30 days' prior written notice to the other Party.

5.2The confidentiality obligations in this Agreement survive termination or expiration of this Agreement for 3 years from the date of the relevant disclosure, except that Confidential Information which qualifies as a trade secret under applicable law remains protected for as long as it retains trade secret status.

06Return or Destruction

6.1Upon the Disclosing Party's written request, or upon termination of this Agreement, the Receiving Party shall, within 10 business days and at the Disclosing Party's election, return or destroy all Confidential Information in its possession and, if requested, certify that destruction in writing. A Party may retain copies required by applicable law or regulation, one archival copy kept solely to evidence its obligations under this Agreement and to defend a claim, and copies created automatically by routine IT backup or archival processes, provided such copies remain subject to the confidentiality obligations of this Agreement for as long as they are retained.

07No Licence; No Warranty

7.1No Licence. Nothing in this Agreement grants either Party any licence, right, title, or interest in or to the other Party's Confidential Information, patents, copyrights, trademarks, trade secrets, or other intellectual property, other than the limited right to use Confidential Information for the Purpose.

7.2No Warranty. All Confidential Information is provided "as is." The Disclosing Party makes no representation or warranty, express or implied, as to the accuracy or completeness of any Confidential Information it discloses.

08No Obligation to Proceed

8.1Nothing in this Agreement obligates either Party to disclose any particular information, to enter into any further agreement, or to proceed with the Purpose or any transaction. Either Party may terminate discussions relating to the Purpose at any time, for any reason, without liability, other than liability arising from a breach of this Agreement.

09Non-Solicitation

9.1For 12 months from the Effective Date, neither Party shall directly solicit for hire any employee or independent contractor of the other Party who was materially involved in the Purpose, without that Party's prior written consent. A general job posting or advertisement not specifically targeted at the other Party's personnel does not breach this Article 9.

10Non-Circumvention

10.1Where either Party introduces the other to a manufacturer, factory, supplier, engineer, contractor, or other business contact in connection with the Purpose, the introduced Party shall not, for 24 months from the date of introduction, directly or indirectly enter into an arrangement with that contact regarding the same or substantially similar subject matter, without the introducing Party's prior written consent.

11Remedies & Limitation of Liability

11.1Either Party may apply to a competent court for injunctive relief or specific performance to prevent or stop a breach of this Agreement, in addition to any other remedy available to it, subject to Articles 11.2 to 11.5 and to the legal standards applicable to such relief.

11.2Limitation of Liability. Notwithstanding any other provision of this Agreement, each Party's aggregate liability arising out of or in connection with this Agreement, or with any Confidential Information disclosed under it, is limited to the greater of (a) EUR 10,000 and (b) the total fees paid by the Client to Warning Engineering under any agreement between the Parties relating to the Purpose. This limit applies however the liability arises, whether in contract, in tort, for breach of statutory duty, under applicable trade secrets legislation, or on any other basis. It does not apply to liability arising from wilful misconduct or fraud, nor to any liability that cannot be limited or excluded under mandatory applicable law.

11.3Exclusion of Indirect Loss. Neither Party is liable to the other for loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, or loss of goodwill, nor for any indirect or consequential loss, in each case howsoever arising and whether or not the possibility of such loss was foreseeable.

11.4Notice and Mitigation. A Party that believes this Agreement has been breached shall notify the other Party in writing without undue delay, and in any case within 30 days of becoming aware of the facts, giving reasonable detail, and shall take reasonable steps to limit its loss. The Party receiving the notice has 15 business days to investigate and remedy the matter before any claim for damages is brought. This does not prevent either Party from applying to a court for urgent interim relief. A Party is not liable for loss that the other Party could have avoided by giving notice in time or by taking those reasonable steps.

11.5Time Limit for Claims. Neither Party may bring a claim arising out of or in connection with this Agreement more than 12 months after the date on which that Party became aware, or ought reasonably to have become aware, of the facts giving rise to the claim, except where a longer period is required by mandatory applicable law.

12Governing Law & Dispute Resolution

12.1This Agreement is governed by, and construed in accordance with, the laws of the Republic of Bulgaria, without regard to its conflict of laws principles. The Parties submit to the exclusive jurisdiction of the competent courts of Sofia, Bulgaria, for any dispute arising out of or relating to this Agreement.

13General Provisions

13.1Entire Agreement. This Agreement is the entire agreement between the Parties regarding the confidentiality of the Purpose, and supersedes all prior and contemporaneous understandings on that subject. It does not itself commit either Party to any commercial engagement; commercial terms, if any, are set out in a separate written agreement. This Agreement also replaces every earlier draft or version of it exchanged between the Parties, including any version signed by one Party only, none of which has any effect. It prevails over Warning Engineering's published Confidentiality Terms on anything both cover.

13.2Amendment. This Agreement may be amended only by a written instrument signed by both Parties.

13.3Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions continue in full force, and the invalid provision is reformed to the minimum extent necessary to make it enforceable while preserving its original intent.

13.4Waiver. No failure or delay by either Party in exercising any right under this Agreement operates as a waiver of that right. A waiver is effective only if made in writing.

13.5Assignment. Neither Party may assign this Agreement without the other Party's prior written consent, except in connection with a merger, acquisition, or sale of substantially all of its assets. Any assignment in violation of this Article 13.5 is void.

13.6Notices. Notices under this Agreement must be in writing and delivered by e-mail or courier to the addresses in the signature block below, and are effective upon receipt.

13.7Counterparts & Electronic Signature. This Agreement may be executed in counterparts, each of which is an original and all of which together form one instrument. Signatures delivered electronically or via an electronic signature platform have the same legal effect as original signatures.

13.8Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between them.

13.9No Publicity. Neither Party will disclose the existence or terms of this Agreement or the discussions relating to the Purpose, or use the other Party's name, logo, or trademarks, without the other Party's prior written consent.

13.10Data Protection. To the extent Confidential Information disclosed under this Agreement includes personal data, the Receiving Party shall process that personal data only for the Purpose and in compliance with applicable data protection law. This Agreement is not a data processing agreement. Neither Party shall send the other personal data of its users, customers, or other third parties under this Agreement, other than the business contact details of its own personnel. Any processing of such personal data requires a separate written data processing agreement.

13.11Execution of Identical Text. This Agreement is concluded only when both Parties have signed a text identical to the text presented for signature. Any alteration, addition, or deletion made by a Party before or upon signing has no effect unless separately agreed in writing and initialled by both Parties. Neither Party's silence, its failure to object to any document it receives, nor its performance of any activity relating to the Purpose, constitutes acceptance of altered or additional terms, and no letter or document of confirmation varies this Agreement unless signed by both Parties.

13.12Authority. Each person signing this Agreement confirms that he or she is authorised to bind the Party for which he or she signs. Where the Client is not a registered legal entity, the individual signing as Client is bound personally.

13.13Restricted Information. Neither Party shall disclose to the other information whose export is restricted by law, such as military or dual-use technology, without first telling the other Party and agreeing in writing how it is to be handled. The Receiving Party may return or destroy at once anything sent in breach of this Article 13.13.