Confidentiality Agreement

For access to the service catalogue and to further confidential information of Transpareo AG. This agreement is available in several languages. The German version is legally binding; every other language version is a translation.

Parties

Transpareo AG, with its registered office in Zug, Switzerland (hereinafter “Transpareo”)

and

the company for which this agreement is accepted on the Transpareo platform, represented by the person accepting it (hereinafter “Recipient”). The acceptance records name, company and email address.

1 · Purpose

The Recipient is evaluating the use of the Transpareo platform for Digital Product Passports or another form of cooperation with Transpareo (hereinafter “Purpose”). For this Purpose, the Recipient receives access to information that Transpareo treats as confidential. This agreement governs how the Recipient handles that information.

2 · Confidential Information

Confidential information is all information that Transpareo makes available to the Recipient in connection with the Purpose, regardless of form and medium: in writing, electronically, orally, in presentations, demonstrations or through the Transpareo platform. This includes in particular:

  • a) the full version of the service catalogue and every entry marked “Confidential”;
  • b) details of architecture, infrastructure, hosting, security measures, performance figures and service levels;
  • c) the product roadmap, development plans and unpublished features;
  • d) prices, terms and offers, unless they are published;
  • e) access credentials, demo accounts and personal links to confidential content.

3 · Exceptions

This agreement does not apply to information which the Recipient can show

  • a) it already knew before Transpareo made it available;
  • b) is or becomes public without a breach of this agreement;
  • c) it lawfully received from a third party without a duty of confidentiality;
  • d) it developed independently and without using confidential information.

If the Recipient must disclose confidential information under a legal duty or an order of an authority or court, it informs Transpareo beforehand, as far as the law permits, and discloses only the part required.

4 · Obligations of the Recipient

The Recipient undertakes

  • a) to keep confidential information secret and to protect it with at least the care it applies to its own confidential information, and in any case with reasonable care;
  • b) to use confidential information exclusively for the Purpose;
  • c) to make it available only to employees and advisers who need it for the Purpose and who are themselves bound to confidentiality; the Recipient is answerable for their compliance;
  • d) not to pass on personal access credentials and links;
  • e) not to enter confidential information into publicly accessible services, in particular not into AI services whose providers may reuse inputs;
  • f) to make copies only as far as the Purpose requires, and not to remove notices of confidentiality;
  • g) not to decompile, analyse or rebuild the Transpareo platform, its software and interfaces, unless mandatory law permits it.

5 · No Rights, No Warranty

Access to confidential information grants the Recipient no ownership, licence or other rights. Neither party is obliged to conclude a further contract.

The Transpareo platform is developed continuously. The confidential information, in particular the statements in the service catalogue, reflects the state as of its date and constitutes neither warranted characteristics nor a guarantee of accuracy, completeness or a particular scope of performance. Only what is agreed in writing in a contract is binding.

6 · Return and Deletion

At Transpareo’s request, and at the latest when the Purpose ceases, the Recipient returns or deletes confidential information and confirms this in writing on request. Copies the Recipient must keep under statutory retention duties or in automatic backups are excepted; this agreement continues to apply to them.

7 · Term

This agreement takes effect on signature or electronic acceptance. The obligations apply for five years after the last disclosure of confidential information; for trade secrets, they apply for as long as these remain secret.

8 · Breach

If the Recipient breaches this agreement, it is liable to Transpareo for the resulting damage. Transpareo may also apply for interim measures to prevent an imminent or continuing breach.

9 · Data Protection and Logging

Transpareo processes the details of the Recipient and its employees in order to grant access and to be able to demonstrate compliance with this agreement. For this purpose, Transpareo logs the acceptance of this agreement (name, company, time, version) and the accesses to confidential content. Processing is carried out under the Swiss Data Protection Act and, where applicable, the GDPR; the data is kept no longer than this purpose requires.

10 · Final Provisions

Amendments to this agreement require written form or an electronic form confirmed by both parties. Electronic acceptance on the Transpareo platform is equivalent to signature. Should a provision be invalid, the remainder stays valid; it is replaced by a provision that comes closest to the purpose of the invalid one.

This agreement is governed by Swiss law, excluding its conflict-of-law rules. The exclusive place of jurisdiction is Zug.

Version 1.0 · 26 September 2026