Non-Disclosure Agreement.

This Non-Disclosure Agreement (“Agreement”) is made and entered into as of April 29, 2022, by and between Reyton Scheffel (Atria), CS Creti 11, 52044, Cortona, AR, Italy, and ANY REGISTERED USER at (the “Recipient”), and will be effective with immediate effect upon signing by authorised signatories from both parties.

The disclosure has engaged the consultant for a confidential work/task. Atria is willing to disclose Confidential Information (as defined below) to the other party (the “Recipient”) in order to enable the Recipient to evaluate, consummate or perform such a project. activity. As a condition to, and in consideration of, the parties furnishing each other Confidential Information, the parties agree as follows:

Clause 01

The purpose of this Agreement is to regulate the non-disclosure and usage of all confidential, proprietary, and non-public information concerning the business and properties of the Disclosing Party (“Confidential Information”), which is made available or otherwise obtained by the Recipient or any director, employee, agent, lender, advisor or other representatives of the Recipient for the purpose of entering into certain proposed commercial arrangements between the parties, including, without limitation, (a) all non-public personal information regarding customers, consumers or employees of the Disclosing Party and its affiliates that may be disclosed under this Agreement, (b) the terms of this Agreement or any subsequent agreement concerning the proposed commercial arrangements between the parties, (c) the fact, nature, or status of any discussions between the parties, or (d) any other facts or information with respect to the nature, terms, or status of the Purpose. The term “Confidential Information” also includes all reports, analyses, notes, or other information containing any Confidential Information. Confidential Information shall not include information that: (x) is or has become generally known to the public through no act or omission of the Recipient in breach of this Agreement; (y) was already known by, or is or becomes lawfully available to, the Recipient from a third party who is, to the Recipient’s knowledge, not prohibited from disclosing the Confidential Information to the Recipient; or (z) was independently developed by the Recipient without any reliance on the Confidential Information.

Clause 02

Any Confidential Information shall not be disclosed by the Recipient to any third party, circulated, duplicated, or reproduced without first obtaining prior written permission from the Disclosing Party, other than any disclosure to the Recipient’s employees, directors, advisors, and representatives on a strictly need to know such information for the purpose hereunder.

Clause 03

The Recipient shall be liable for any breach of this Agreement by the Recipient and/or its employee, directors, advisors, or representatives.

Clause 04

The Disclosing Party may elect, at any time by notice to the Recipient, to terminate further access by the Recipient to, and its review of the Confidential Information disclosed to it. The Confidential Information or any derivation thereof shall remain the property of the Disclosing Party or the parties referred to in Clause 1 above, as the case may be. Upon written request by the disclosing party, the Recipient shall promptly return or destroy (at the Disclosing Party’s election and with such destruction to be promptly notified in writing to the Disclosing Party) all Confidential Material disclosed to it, without retaining any copy thereof, except for retaining such copies thereof to be maintained for internal compliance and audit purposes or to the extent required by applicable law or regulation or internal document retention requirements.

Clause 05

The terms of this Agreement may be modified or waived only by a separate instrument in writing signed by each of the parties that expressly modifies or waives any such term.

Clause 06

The Recipient understands that the Disclosing Party does not make any representations or warranties, express or implied, regarding the accuracy or completeness of the Confidential Information, and that the Disclosing Party has no liability to the Recipient or any of its affiliates or representatives for damages, claims, or losses resulting from the use of the Confidential Information.

Important Information

Nothing in this Agreement shall impose any legal obligation on either of the parties to enter into any agreements for proceeding with the proposed transaction with any person.

This Agreement shall be governed by and construed in accordance with the laws of Italy, without reference to any of its conflicts of laws provisions, and shall be subject to the exclusive jurisdiction of the courts in Italy.

IN WITNESS WHEREOF, the Recipient and the Disclosing Party have signed this Agreement, and are legally bound thereby, as of the first date written above.

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