One-Way Non-Disclosure Agreement
This agreement is made on 7 November 2026 between:
- Vega Robotics Ltd, of 9 Harbour Road, Dublin, Ireland ("the Discloser"); and
- Marco Bellini, of Via Roma 22, Milan, Italy ("the Receiver"),
together "the parties".
Background
The Discloser will share confidential information with the Receiver, who needs it for the Purpose. The Receiver agrees to protect that information on the terms below.
1. Definitions
In this agreement:
"Purpose" means the following, and nothing else: to let the receiving party review our product designs and decide whether to join as a technical adviser.
"Confidential Information" means all information, in any form or medium, that the Discloser or anyone acting for it shares with the Receiver in connection with the Purpose, whether before or after the date of this agreement, and that is marked or described as confidential or that a reasonable person would understand to be confidential from its nature or the way it is shared. It includes: product designs, source code, prices, customer lists, business plans and anything marked or described as confidential. It also includes samples, prototypes, software and source code, business plans, finances, prices, customer and supplier details, technical data, designs, processes, know-how and trade secrets, the notes, analyses and other material the Receiver makes that contain or reflect any of it, and the existence and content of the discussions between the parties and the terms of this agreement.
"Representatives" means the Receiver's own employees, officers and professional advisers and, with the Discloser's prior written consent, anyone else.
"Personal Data" means information about an identified or identifiable person.
2. The Receiver's duties
2.1 The Receiver will:
- use the Confidential Information only for the Purpose;
- keep it secret, and protect it with at least the care it takes with its own confidential information and never less than reasonable care, including appropriate technical and organisational security measures;
- not disclose it to anyone except its Representatives who need to know it for the Purpose, who have been told that it is confidential and who are bound by duties of confidence no less strict than those in this agreement;
- not copy or record it except as the Purpose needs, and keep any copies marked as confidential;
- not reverse engineer, disassemble or analyse any sample, prototype or software it receives, and not remove any notice of ownership from it; and
- tell the Discloser promptly in writing if it learns of any loss, theft, or unauthorised use or disclosure of the Confidential Information, and help the Discloser limit the harm.
2.2 The Receiver is responsible for any act or omission of its Representatives that would be a breach of this agreement if the Receiver had done it.
2.3 The Receiver will handle any Personal Data in the Confidential Information only as the data protection law that applies and the Discloser's reasonable written instructions allow, and will not try to identify anyone from data that has been made anonymous.
2.4 The Receiver will keep a record of the people to whom it gives Confidential Information, and will give a copy of the record to the Discloser on request.
2.5 The Receiver will not use the Confidential Information to compete unfairly with the Discloser, to file or support any patent application or other registration that claims it, to build a product or service that copies it, or to trade in securities on the basis of it where the law forbids that.
2.6 The Receiver will not contact the Discloser's customers, suppliers, investors or employees about the Confidential Information, or use it to approach them, without the Discloser's written consent.
3. What is not Confidential Information
3.1 The duties in this agreement do not apply to information that the Receiver can show by written records:
- is or becomes public, other than through a breach of this agreement;
- was lawfully known to the Receiver, free of any duty of confidence, before the Discloser shared it;
- is received lawfully from a third party who is free to share it and owes no duty of confidence to the Discloser; or
- is developed independently by the Receiver without use of, or reference to, the Confidential Information.
3.2 Information is not public merely because parts of it are public, or because it can be built from public information put together in a way that is not itself public.
4. Disclosure required by law
4.1 The Receiver may disclose Confidential Information if a law, court, regulator or other authority with power over it requires it, but only as far as required.
4.2 Where the law allows, the Receiver will first tell the Discloser promptly in writing, give the Discloser the chance to seek a protective order or other remedy at the Discloser's cost, and give reasonable help. Information disclosed in this way stays Confidential Information for all other purposes.
4.3 Nothing in this agreement stops anyone from reporting a possible offence or wrongdoing to a regulator or the police, or from making any disclosure that the law protects.
5. Ownership and no licence
5.1 All Confidential Information stays the property of the Discloser (or of the third party that licensed it to the Discloser). This agreement does not transfer ownership of it.
5.2 Nothing in this agreement gives the Receiver any licence or other right in any patent, copyright, trade mark, trade secret, design or other intellectual property of the Discloser, except the limited right to use the Confidential Information for the Purpose.
5.3 If the Receiver gives feedback or suggestions about the Discloser's products, services or plans, the Discloser may use them freely and without payment.
6. No obligation and no warranty
6.1 The Discloser does not have to share any particular information, and neither party has to enter into any further agreement, because of this agreement.
6.2 Confidential Information is shared as it is. The Discloser gives no promise or warranty about its accuracy, completeness or fitness for any use, and is not liable for the Receiver's use of it.
6.3 This agreement does not make either party the agent, partner or employee of the other.
6.4 The Discloser does not give up any legal privilege by sharing information that is privileged, and the Receiver will protect that information as it would its own.
6.5 The Receiver confirms that it is free to enter into this agreement and that doing so does not break any duty it owes to someone else, such as an employer or a former client. The Receiver will not give the Discloser any confidential information that belongs to someone else.
6.6 The Receiver remains free to work on its own ideas that it develops without using the Confidential Information.
7. Term and duration
7.1 This agreement starts on the date at the top and continues until either party ends it by giving the other 30 days of written notice.
7.2 The Receiver's duties apply to all Confidential Information shared before this agreement ends, and continue for five years from the date this agreement ends.
7.3 A duty about a trade secret, or about Personal Data, continues for as long as the information remains a trade secret or Personal Data, and any longer period that the law requires also applies.
7.4 Ending this agreement does not affect rights that have already arisen, including a claim for an earlier breach. Sections 1, 3, 4, 5, 7, 8, 9, 10 and 11 continue after it ends.
8. Return and destruction
8.1 Within 14 days after the Discloser asks in writing, or after this agreement ends, the Receiver will return or securely destroy all Confidential Information and every copy, in any form, and make sure its Representatives do the same.
8.2 On request, the Receiver will confirm in writing that it has done this.
8.3 The Receiver may keep copies that the law or a regulator requires it to keep, and copies held in automatic electronic backups that cannot reasonably be deleted. It will not use these copies for any other purpose, and they stay confidential under this agreement for as long as they are kept, even after the period in section 7.2 ends.
9. Remedies
9.1 The Receiver understands that a breach of this agreement may cause the Discloser harm that money alone cannot put right. The Discloser may therefore ask a court for an injunction, an order for specific performance or other urgent relief to stop or prevent a breach, without having to prove actual loss, in addition to any other remedy, including damages.
9.2 The Receiver will pay the Discloser's reasonable costs of enforcing this agreement if a court or tribunal finds that the Receiver has breached it.
9.3 The Discloser's rights and remedies under this agreement are in addition to those that the law gives it.
9.4 Each party will bear its own costs of the discussions about the Purpose. The Receiver must comply with the export control, sanctions and anti-corruption laws that apply to the Confidential Information and to the people it shares it with.
9.5 If the Receiver is an individual who acts for a business, that business and the individual are both bound by this agreement, and the individual confirms that they have the authority to bind the business.
10. Other terms
Notices. A notice under this agreement must be in writing and delivered by hand, by courier or by email to the address of the other party at the top of this agreement, or to the other address that a party gives in writing. A notice delivered by hand or courier is received when it is delivered, and a notice by email is received at the time it is sent, unless the sender gets an automatic message that it was not delivered.
Email for notices to Vega Robotics Ltd: legal@vega-robotics.example.
Email for notices to Marco Bellini: marco.bellini@example.com.
Assignment. The Receiver may not assign or transfer any of its rights or duties under this agreement. The Discloser may assign its rights to a successor to the business or assets to which the Confidential Information relates, by telling the Receiver in writing.
Entire agreement. This agreement is the whole agreement between the parties about its subject and replaces every earlier discussion, understanding or agreement about it.
Amendment and waiver. This agreement may be changed only in writing signed by both parties. A failure or delay in exercising a right is not a waiver of it, and a waiver is effective only if it is in writing.
Severability. If a court or tribunal finds any part of this agreement invalid or unenforceable, the rest stays in effect, and the parties will replace that part with a valid term that comes as close as possible to its purpose.
Third parties. Only the parties may enforce this agreement.
Counterparts and electronic signature. This agreement may be signed in separate copies and by electronic signature, and each is an original. Together they form one agreement.
11. Governing law and disputes
This agreement, and any dispute or claim arising from or connected with it, are governed by the law of Ireland.
The place for deciding any dispute under this agreement is Dublin, Ireland.
How disputes are decided
Signatures
Signed by the parties on the dates below.
The Discloser: Vega Robotics Ltd
Name and role: ______________
Signature: ______________
Date: ______________
The Receiver: Marco Bellini
Name and role: ______________
Signature: ______________
Date: ______________