Confidentiality agreement for access to restricted information

This Agreement is entered into between APS CONSULTING SpA, Chilean tax ID (RUT) No. 77.721.052-1, domiciled at Badajoz 100, office 1014, Las Condes, Santiago, Chile, hereinafter “APS”, and the person who provides their details and expresses their acceptance in the form on this page, hereinafter the “Declarant”, who undertakes the obligations set out below. APS assumes no confidentiality obligations under this instrument.

First. Purpose and consideration.

The Declarant requests access to restricted information held by APS in relation to the matter identified in the form, hereinafter the “Matter”. In consideration of the obligations assumed under this Agreement, APS shall grant the Declarant access to the restricted material corresponding to the Matter. The Matter defines the scope of this Agreement.

Second. Confidential Information.

Confidential Information means all information, documents, files, data or communications, in any medium, disclosed by APS to the Declarant in connection with the Matter and which is not publicly available, including site technical data sheets, coordinates, capacity and availability of infrastructure, commercial terms, methodologies, analyses and any derived document. The existence and content of the discussions between the parties shall likewise be confidential.

Third. Exclusions.

Information is not covered where the Declarant demonstrates on reliable evidence that it: was in the public domain, or entered it without breach by the Declarant; was lawfully in their possession beforehand; was independently developed without use of the Confidential Information; was received from a third party entitled to disclose it and free of any duty of confidence; or was released in writing by APS.

Fourth. Obligations of the Declarant.

(a) To keep the Confidential Information in confidence and not disclose it to third parties without the prior written authorisation of APS. (b) To use it solely to evaluate the Matter. (c) To limit access to those persons within their organisation who need to know it for that purpose and who are already bound by confidentiality obligations no less onerous than these, the Declarant remaining liable for their acts and omissions as if they were their own. (d) Not to reproduce or store it beyond what is necessary. (e) To notify APS within two (2) business days of becoming aware of any loss, unauthorised access or improper disclosure.

Fifth. Disclosure required by law or authority.

Where the Declarant is required to disclose Confidential Information by operation of law, a court order or a request from a competent authority, the Declarant shall, to the extent permitted by law, notify APS in advance, disclose only that part strictly required, and request that the requesting authority afford the information confidential treatment. Such disclosure shall not constitute a breach.

Sixth. Ownership and absence of licence.

The Confidential Information is and shall remain the exclusive property of APS. Nothing in this Agreement constitutes an assignment, licence or authorisation to use, express or implied, of any intellectual or industrial property right, trade mark, software, methodology, analytical doctrine or technical know-how of APS. The information is provided as is, without warranty as to its accuracy, completeness or sufficiency, save in the case of wilful misconduct or gross negligence.

Seventh. Return or destruction.

At the written request of APS, or upon termination of this Agreement, the Declarant shall return or destroy the Confidential Information and all copies of it. Copies generated automatically by backup systems and those whose retention is required by law shall be excepted, and shall remain subject to confidentiality for as long as they subsist.

Eighth. Term.

This Agreement shall remain in force for three (3) years from its acceptance. Confidentiality obligations shall survive for five (5) years from each disclosure of information. Where the information constitutes a trade secret under Title VIII of Chilean Law No. 19,039, the duty of confidence shall subsist for as long as it retains that character.

Ninth. Authority and personal liability.

Where the Declarant acts on behalf of a company or entity, the Declarant represents that they hold sufficient authority to bind it, and that company or entity shall be bound on the same terms as this Agreement. If the Declarant lacks such authority, the Declarant shall be personally bound on the terms of this Agreement, without prejudice to any subsequent ratification by the company or entity, which shall take effect retroactively as of the date of acceptance.

Tenth. Personal data.

The data provided shall be processed in accordance with Chilean legislation on the protection of private life and personal data, as in force at the time of processing, for the sole purposes of verifying the request, granting access to the material corresponding to the Matter and recording the acceptance. It shall not be disclosed to third parties without a lawful basis, nor used for marketing purposes, and shall be retained for the term of this Agreement and for any legally required retention periods. Data subjects may exercise their rights by writing to info@aps-c.com.

Eleventh. Formation of consent and record.

The Declarant expresses their will by ticking the acceptance boxes and sending the message from their email address. The parties acknowledge that such expression constitutes a simple electronic signature under Chilean Law No. 19,799. The record of acceptance, comprising the data provided, the date and time, the version of this text and its verification code, may be produced as evidence of the Declarant's expression of will, with the evidentiary value determined by the general rules and by article 5 of Law No. 19,799.

Twelfth. Language.

This Agreement is published in Spanish, English and Portuguese. In the event of any discrepancy between the versions, the Spanish version shall prevail.

Thirteenth. Breach and governing law.

Breach of these obligations may give rise to compensation for damages and to the actions available under Chilean Law No. 20,169 on unfair competition, Title VIII of Law No. 19,039 and applicable criminal law. This Agreement is governed by the laws of the Republic of Chile, and for all purposes hereunder the Declarant submits to the jurisdiction of the ordinary courts of the city and commune of Santiago, Chile.