Confidentiality Policy

As a part of the assignment with the MonteCarloFlow© Suite Software user (the “Disclosing Party”) will make certain technical, commercial and other information, either directly or indirectly and in whatever form (the “Confidential Information”), available to [WellTest Nordisk] (the “Recipient”).

The Recipient undertakes:

       i.         to hold the Confidential Information strictly confidential and agrees that in the handling and storage of the Confidential Information it will employ controls, protections and safeguards.

     ii.         not to disclose any of the Confidential Information to any Third Party, legal or natural, during the term of the use of the above mentioned software suite, without the prior written consent of the Disclosing Party.

Exceptions:

A Party may disclose the Confidential Information without the other Party’s prior written consent to the extent such information:

       i.         is already known to such Party as of the date of disclosure under this Agreement;

     ii.         is required to be disclosed by such Party and/or an Affiliate under applicable law, stock exchange regulations or by an order, decree, regulation or rule of a governmental authority; provided that such Party shall use reasonable endeavours to give prompt notice to the other Party before such disclosure;

    iii.         is acquired independently from a third party that represents that it has the right to disseminate such information at the time it is acquired by such Party; or

    iv.         is developed by such Party independently of the Confidential Information received from the other Party.

A Party may disclose Confidential Information without the other Party’s prior written consent to:

       i.         An Affiliate, provided that such Party guarantees that its Affiliate shall adhere to the terms of this confidentiality agreement;

     ii.         Employees, officers, directors and supervisory authorities of such Party in order to enable such Party to perform its obligations;

    iii.         Employees, officers and directors of an Affiliate of such Party in order to enable such Party and/or and Affiliate to perform its obligations;

    iv.         Any consultant, agent or legal counsel retained by such Party or its Affiliate in order to enable such Party to perform its obligations.

Prior to making any such disclosures to persons under section iii. and/or iv. above, the Party desiring to make such disclosure shall obtain an undertaking of strict confidentiality and non-disclosure and to use the Confidential Information solely for the stated purpose, enforceable by either Party, but otherwise substantially in the same form and content as this Agreement, from each such person. With respect to outside legal counsel, a Party shall only be required to ascertain that such legal counsel is bound by an obligation of confidentiality-

Whilst Disclosing Party discloses the Confidential Information in good faith it makes no representation or warranty as to the accuracy, interpretation or completeness of any Confidential Information so disclosed. Any use or reliance upon the Confidential Information by Recipient shall be at the sole risk of Recipient.

Recipient shall be responsible for any breach of any terms and conditions as set out in this undertaking by it and their directors and employees and by its Affiliates and their directors and employees and shall indemnify the Disclosing Party against any costs or damages arising from any such breach.

Company:            _WellTest Nordisk________

Date:                    __1st November 2019____