CONFIDENTIALITY AND PRIVACY POLICY

Mutual Confidentiality and Non-Circumvention Agreement (The “Agreement”)

By clicking 'I Accept', the parties digitally acknowledge and agree to the terms of our Confidentiality and Privacy Agreement. This consent constitutes a binding commitment and is intended to protect the confidential information to be shared by both parties, ensuring its proper use and handling by both parties, in accordance with the following clauses:

1. Confidential information to be disclosed under this Agreement ("Confidential Information") can be described as and includes, but is not limited to, the following: business-related technical and commercial information, patentable ideas and/or trade secrets, existing and/or contemplated products and services, research and development, production, costs, profit and margin information, finances and financial projections, customers, capital and debt providers, business models, marketing, and current or future business plans and models, regardless of if such information is designated as “Confidential Information” at the time of its disclosure.

2. The receiving party will (i) use the Confidential Information only for the purpose of assisting, advising, and supporting a Business strategy and Action Plan, potential business and/or investment relationships (the “Business”), (ii) limit disclosure of Confidential Information within its own organization to directors, officers, partners, members, and/or employees (the “Representatives”) on a need-to-know basis, (iii) be responsible for any actions or inactions of its Representatives that result in a breach of the terms of this Agreement, and (iv) not disclose Confidential Information to any third party (whether an individual, corporation, or other entity) other than its Representatives without the disclosing party’s prior written consent.

3. This Agreement does not impose any obligations on the parties with respect to Confidential Information that (a) was in its possession prior to receipt; (b) is or becomes a matter of public knowledge due to causes unrelated to the receiving party; (c) is rightfully received from a third party not under a duty of confidentiality to the best of the receiving party's knowledge; (d) is disclosed without a duty of confidentiality to a third party by, or with the authorization of, the disclosing party; or (e) is independently developed. All of the foregoing is true, provided that such information is not known to be subject to another confidentiality agreement.

4. Each party represents and warrants that it has the right to make disclosures under this Agreement.

5. At the request of the disclosing party, the receiving party will promptly return or destroy, and cause its Representatives to promptly return or destroy, all copies of the Confidential Information to the disclosing party; and the receiving party will certify to itself, or certify the destruction of, all Confidential Information provided to it and its Representative.

6. This Agreement will not be construed as creating, conveying, transferring, granting, or conferring upon any party any right to confidentiality. Neither party has any right, license, or authority over the exchanged information, except for the limited right to use Confidential Information specified in paragraph 2. Furthermore, and specifically, this Agreement does not grant or imply any license or transfer of any intellectual property rights. 7. Neither party has any obligation under this Agreement to purchase any services, goods, or intangibles from the other party. Furthermore, both parties acknowledge and agree that the exchange of information under this Agreement will not commit or bind either party to any present or future contractual relationship (except as specifically set forth herein), nor will the exchange of information be construed as an inducement to act or refrain from acting in a certain manner. 8. Neither party will enter into any transaction or negotiation, directly or indirectly, with any third party identified or introduced by the other party without that party's prior written consent. Specifically, the parties hereto intend to be legally bound, and hereby irrevocably agree and warrant to each other that they will not directly or indirectly interfere with, circumvent or attempt to circumvent, avoid, circumvent, or obviate the interest of the other, or the interest or relationship between the parties, in connection with any ongoing or future business.

7. Neither party has any obligation under this Agreement to purchase any services, goods, or intangibles from the other party. Furthermore, both parties acknowledge and agree that the exchange of information under this Agreement will not commit or bind either party to any present or future contractual relationship (except as specifically set forth herein), nor will the exchange of information be construed as an inducement to act or refrain from acting in any particular manner.

8. Neither party shall enter into any transaction or negotiation, directly or indirectly, with any third party identified or introduced by the other party without the prior written consent of that party. Specifically, the parties hereto intend to be legally bound, and hereby irrevocably agree and warrant to each other that they will not directly or indirectly interfere with, circumvent, or attempt to circumvent, avoid, circumvent, or obviate the other's interest, or the interest or relationship between the parties, in connection with any ongoing or future business. Neither party shall directly solicit to employ, employ, or solicit to retain or retain as a consultant or independent contractor, any officer or employee of the other party ("Party B") or its affiliates who is involved in Party B's business and who is identified to Party A ("Party A") in the Confidential Information or with whom Party A has had contact in connection with its evaluation of any transaction entered into by Party B without Party B's prior written consent. Notwithstanding the foregoing, Party A shall not be precluded from taking any of the actions contemplated in the immediately preceding sentence with respect to any person who (i) contacts Party A on its own initiative without any solicitation (ii) respond to any advertisement or similar solicitation that is not specifically directed to employees of Party B or its affiliates, (iii) is submitted to Party A by an employment agency or is otherwise identified in the course of Party A's search for employment, (iv) has terminated employment as an employee of Party B prior to the commencement of employment discussions with Party A, or (v) was known to Party A prior to the commencement of discussions regarding any transaction submitted by Party B.

9. Neither party shall be liable to the other in any way for any decisions, obligations, costs or expenses incurred, changes in business practices, plans, organization, products, services or otherwise, based on either party's decision to use or rely on any information exchanged under this Agreement.

10. The receiving party agrees that monetary damages would be inadequate to compensate the disclosing party for the disclosure of Confidential Information or for any breach by either party of its covenants and agreements set forth herein. Accordingly, the parties agree and acknowledge that any breach will cause irreparable harm to the non-breaching party and that, in addition to any other remedies that may be available, at law, in equity, or otherwise, the non-breaching party is entitled to obtain such injunctive relief as a court of competent jurisdiction deems appropriate against the continuation of such breach by either party, without the necessity of proving actual damages.

11. This Agreement sets forth the entire agreement between the parties with respect to the disclosure of Confidential Information and non-circumvention and supersedes any prior agreements, understandings, or representations with respect thereto. No assignment or modification of this Agreement shall be valid without the prior written consent of both parties.

12. If any provision of this Agreement is determined to be unenforceable, the remaining provisions will be enforced as fully as possible, and the unenforceable provisions will be deemed modified to the limited extent required to allow full enforcement of the Agreement.

13. The parties also agree that no failure or delay on the part of either party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or subsequent exercise of any right, power, or privilege under this Agreement.

14. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. It shall become effective when the counterparts have been signed by each of the Parties and delivered to the other. The exchange of copies of this Agreement and signature pages by electronic mail transmission in "portable document format" (".pdf") or by any other electronic means, including digital signatures, shall constitute the effective execution and delivery of this Agreement between the parties and may be used in place of the original Agreement for all purposes.

15. This Agreement is made, construed, and governed by the laws of Spain (without regard to any conflict of laws rules that might otherwise apply). In the event of a breach of this Agreement, any and all disputes must be resolved by a court of competent jurisdiction in Spain.

16. This Agreement shall terminate five (5) years from the date it entered into force, unless mutually extended by the parties, and may be terminated by either party at any time upon thirty (30) days' written notice to the other. Notwithstanding any termination, the obligations incurred by the parties pursuant to paragraph 2 above shall continue in full force and effect for a period of three (3) years after the date of termination of the Agreement.

IN WITNESS WHEREOF, the parties acknowledge that they have read and understood this Agreement and voluntarily accept the duties and obligations set forth herein.