The following materials are intended solely for the designated recipient. Access requires acceptance of the confidentiality agreement below and identification by name and individual access code.
Parties. Disclosing Party (« Group » / « VS · FN · BZ »): VitaSecura AG, Breitfeldstrasse 8, 9015 St. Gallen, Switzerland, UID CHE-383.540.040, FINMA F01533362 — acting at the same time for FiNOW AG and bilanza gmbh. Receiving Party (« Investor »): the person or company that identifies itself upon access with first and last name and confirms this agreement.
Preamble. The Disclosing Party is evaluating a possible strategic participation of the Investor in the Group company, which holds the shares in VitaSecura AG, FiNOW AG and bilanza gmbh (the « Transaction »). To assess the Transaction, the Disclosing Party makes confidential information available to the Investor. To protect this information, the Parties enter into the following agreement.
1. Confidential Information. 1.1 Confidential information means all information, data and documents that the Investor receives in connection with the assessment of the Transaction — regardless of form (oral, written, electronic or otherwise) and regardless of whether it is marked « confidential ». 1.2 Confidential information includes in particular: business, financial and customer data of the Group and the three companies; strategies, plans, forecasts and valuation models; technologies, source code, AI models and training data; contracts with insurance partners, fiduciary clients and suppliers; employee and personnel information; and all contents of the investor data room.
2. Confidentiality Obligation. 2.1 The Investor undertakes to keep all confidential information strictly secret, to use it exclusively for the assessment of the Transaction and not to make it accessible to any third party. 2.2 The Investor may make confidential information accessible only to those employees, advisors and corporate bodies that strictly require knowledge of it to assess the Transaction (« need-to-know »), and ensures that they are subject to equivalent confidentiality obligations; the Investor is liable for their compliance as for its own conduct. 2.3 The confidential information may not be reproduced, stored or processed beyond the purpose of assessing the Transaction.
3. Exceptions. The confidentiality obligation does not apply to information that demonstrably: was already publicly known at the time of disclosure or became public without fault of the Investor; was lawfully known to the Investor before disclosure and without any confidentiality obligation; was lawfully made available to the Investor by third parties without any confidentiality obligation; or must be disclosed pursuant to a legal or regulatory order, whereby the Investor informs the Disclosing Party in advance to the extent permitted.
4. No License, No Obligation. 4.1 The provision of confidential information establishes neither a license nor a transfer of ownership, intellectual-property or usage rights. 4.2 The Parties are not obliged to conclude a contract regarding the Transaction; entering into negotiations does not create any claim to the conclusion of a contract.
5. Return and Destruction. Upon first request of the Disclosing Party, and at the latest upon termination of negotiations, the Investor shall return or verifiably destroy all confidential information, including all copies, records, notes and electronic media, and confirm this in writing upon request.
6. Term. 6.1 This agreement applies from access to the data room or from signing. 6.2 The confidentiality obligations apply for five (5) years after the end of the assessment of the Transaction; for technical and strategic trade secrets (source code, AI models, training data, customer lists) they apply without time limit.
7. Contractual Penalty. 7.1 In the event of a culpable breach, the Investor owes a contractual penalty of CHF 100'000 per individual breach. 7.2 Payment does not release the Investor from compliance with this agreement and does not exclude further damages.
8. Miscellaneous. 8.1 Amendments must be made in writing. 8.2 The invalidity of individual provisions does not affect the remaining ones. 8.3 Swiss law applies exclusively (excluding conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods). 8.4 The exclusive place of jurisdiction is St. Gallen, Switzerland.
Annex A — Covered Companies. VitaSecura AG, FiNOW AG and bilanza gmbh (all Breitfeldstrasse 8, 9015 St. Gallen). Confidential information of any of these companies is deemed confidential within the meaning of this agreement.