NON-DISCLOSURE AGREEMENT (NDA)
I. The Parties. This Mutual Non-Disclosure Agreement, hereinafter referred to as the “Agreement”,
effective as of September 3 2021, hereinafter referred to as the “Effective Date”, is by and between:
Party A described as a business entity known as Realm Network SRL ("Party A")
AND
Party B described as 1 individual(s) known as Cesar Petrescu ("Party B").
II. Confidential Information. The term "Confidential Information" includes, but is not limited to,
all proprietary information owned by the Parties and not generally known to the public or in the
relevant trade or industry that is communicated orally, written, printed, electronically or any other
form or medium, or which was learned, discovered, developed, conceived, originated, or prepared
by the Parties in the scope and course of their relationship, relating directly or indirectly to business
processes, technical data, trade secrets, know-how, advice, consultations, proprietary information,
client lists, client instructions, assets, business operations, specifications, designs, plans, drawings,
hardware, software, data, prototypes or other business and technical information belonging to any
client of the Parties, operational methods, economic and business analyses, models, strategies, and
projections, promotion methods, trade show information and contacts, and other proprietary
information relating to the business of the Parties and any and all other concepts, as such
Confidential Information pertains personally to principals or other information that has independent
economic value.
III. Non-Disclosure. The Parties agree that they shall have the obligation to:
       (a) hold the Confidential Information in the strictest of confidence;
       (b) not use the Confidential Information for any personal gain or detrimentally to the other
       Party;
       (c) take all steps necessary to protect the Confidential Information from disclosure and to
       implement internal procedures to guard against such disclosure;
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       (d) not disclose the fact that the Confidential Information has been made available or that
       discussions and negotiations are taking place or have taken place or any of its terms,
       conditions or other facts with respect to the transaction; and
       (e) not disclose or make available all or any part of the Confidential Information to any
       person, firm, corporation, association, or any other entity for any reason or purpose
       whatsoever, directly or indirectly, unless and until such Confidential Information becomes
       publicly available other than as a consequence of a breach by any of the Parties and their
       confidentiality obligations hereunder.
This Section shall survive and continue after any expiration or termination of this Agreement and
shall bind the Parties, its employees, agents, representatives, successors, heirs and assigns.
IV. Exceptions to Confidential Information. The Parties shall not be restricted from disclosing or
using Confidential Information that:
       (a) was freely available in the public domain at the time it was communicated between the
       Parties;
       (b) subsequently came to the public domain through no fault of the Parties;
       (c) is in either Party A's or Party B's possession free of any obligation of confidence at the
       time it was communicated;
       (d) is independently developed by either Party A or Party B or its representatives without
       reference to any information communicated to or by the Parties;
       (e) is provided by either Party A or Party B in response to a valid order by a court or other
       governmental body, as otherwise required by law; or
       (f) is approved for release by written authorization of an officer or representative of Party A
       or Party B;
V. Use or Disclosure of Confidential Information. The Parties shall only use the Confidential
Information as directed and not for its own purposes or the purposes of any other party. Party A and
Party B shall disclose the Confidential Information received under this Agreement to persons within
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their organization only if such persons are on a "need to know" basis. The Parties shall advise each
person to whom disclosure is permitted that such information is confidential and proprietary
property and may not be disclosed to others or used for their own purpose. This Section shall
survive and continue after any expiration or termination of this Agreement and shall bind the
Parties, including but not limited to, their employees, agents, representatives, successors, heirs and
assigns.
VI. Notice of Disclosure. In the event that any of the Parties receive a request or is required (by
deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar
process) to disclose all or any part of the Confidential Information, the Parties agree, if legally
permissible, to (a) promptly notify the other Party of the existence, terms and circumstances
surrounding such request or requirement, (b) consult with the other Party on the advisability of
taking legally available steps to resist or narrow such request or requirement and (c) assist the other
Party in seeking a protective order or other appropriate remedy; provided, however, that the
disclosing Party shall not be required to take any action in violation of applicable laws.
In the event that such protective order or other remedy is not obtained or that one of the Parties
waives compliance with the provisions hereof, the disclosing Party shall not be liable for such
disclosure unless disclosure to any such tribunal was caused by or resulted from a previous
disclosure by the disclosing party not permitted by this Agreement.
VII. Term. This Agreement, with respect to Confidential Information, will remain in effect for
perpetuity.
VIII. Return of Confidential Information. Upon request from any of the Parties or upon the
termination of negotiations and evaluations, both Parties will promptly deliver to each other all
originals and copies of all documents, records, software programs, media and other materials
containing any Confidential Information. Both Parties shall also return to each other all equipment,
files, and other personal property belonging to one another. Party A and Party B shall not be
permitted to make, retain, or distribute copies of any Confidential Information and shall not create
any other documents, records, or materials in any form whatsoever that includes the Confidential
Information.
IX. Indemnification. The Parties agree to defend and indemnify each other at all times in respect of
any and all claims, demands, losses, damages, liabilities, costs and/or expenses of any kind
whatsoever incurred by an entity not mentioned in this Agreement except to the extent caused by
the negligence or an unauthorized disclosure of Confidential Information by one of the Parties or
their respective employees, agents, representatives, successors, heirs or assigns.
X. Notice. Any notice provided in this Agreement must be in writing and must be either personally
delivered, mailed by first class mail (postage prepaid and return receipt requested) or sent by
reputable overnight courier service (charges prepaid) to the Parties at the addresses below indicated:
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Party A's Address: office@realm.ro, Str. George Coșbuc, Nr. 36, Braila, România, 81001
Party B's Address: petrescu.cesat@gmail.com
If the above-stated addresses should change the Parties shall specify by certified mail, with return
receipt, to one another.
XI. Covenants. The parties hereto agree that the covenants, agreements and restrictions (hereinafter
"this covenant") contained herein are necessary to protect the business goodwill, business interests
and proprietary rights of the Parties hereto and have independently discussed, reviewed and had the
opportunity of legal counsel to consider this Agreement.
XII. Enforcement. The Parties acknowledge and agree that due to the unique and sensitive nature
of the Confidential Information, any breach of this Agreement would cause irreparable harm for
which damages and or equitable relief may be sought. The violated Party shall be entitled to all
remedies available at law.
XIII. Authority. This Agreement sets forth the entire Agreement and understanding between the
Parties and supersedes all prior oral or written agreements and understandings relating to the subject
matter of this Agreement. This Agreement may not be modified or discharged, in whole or part,
except by consent in writing signed by the Parties.
XIV. Assignment. This Agreement may not be assigned or otherwise transferred by either party
without the prior written consent of the non-transferring party.
XV. Binding Arrangement. This Agreement will be binding upon and inure to the benefit of the
parties hereto and each Party’s respective successors and assigns.
XVI. Severability. In the event that any provision of this Agreement is held by a court of
competent jurisdiction to be unenforceable because it is invalid or in conflict with any law of any
relevant jurisdiction, the validity of the remaining provisions shall not be affected, and the rights
and obligations of the parties hereto shall be construed and enforced as if the Agreement did not
contain the particular provision(s) held to be unenforceable.
XVII. Governing Law. This Agreement shall be governed by and construed in accordance with the
laws in the State of Washington.
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XVIII. Authority. Each party hereto represents and warrants that it has the full power and authority
to enter into and perform this Agreement, and each party knows of no law, rule, regulations, order,
agreement, promise, undertaking or other fact or circumstance which would prevent its full
execution and performance of this Agreement.
XIX. Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be an original, but all of which together shall constitute one and the same agreement.
XX. Execution. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of
September 3 2021.
Party A's Signature
Party B's Signature
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