Non-Disclosure Agreement

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

By accessing the ACT Investor Portal (“Portal”), you (“Receiving Party”) acknowledge and agree to the following terms with ACT Venture Partners B.V. (“ACT” or “Disclosing Party”), a company registered in the Netherlands (KvK: 90394275) with its registered office at Keizersgracht 62, 1015 CS Amsterdam.

1. Definition of Confidential Information

“Confidential Information” means all information disclosed through the Portal, whether in written, electronic, visual, or oral form, including but not limited to: fund performance data, portfolio company information, capital account statements, financial reports, investment valuations, net asset values, internal rates of return, distribution records, capital call documentation, investor communications, and any other non-public information relating to ACT’s funds, portfolio companies, or operations.

2. Obligations of the Receiving Party

The Receiving Party agrees to:

• Hold all Confidential Information in strict confidence;
• Not disclose Confidential Information to any third party without prior written consent from ACT, except as permitted under Section 3;
• Use Confidential Information solely for the purpose of monitoring and evaluating their investment in ACT’s funds;
• Take all reasonable measures to protect the confidentiality of such information, using no less than the degree of care used to protect their own confidential information of similar nature and importance;
• Not copy, reproduce, or distribute any Confidential Information except as necessary for the permitted purpose;
• Promptly notify ACT in writing of any unauthorized disclosure, use, or suspected breach of Confidential Information.

3. Permitted Disclosures

The Receiving Party may disclose Confidential Information to its professional advisors (including legal counsel, tax advisors, auditors, and compliance officers) and, in the case of institutional investors, to internal personnel with a need to know, provided that:

• Such recipients are bound by confidentiality obligations no less restrictive than those contained herein;
• The Receiving Party remains fully responsible for any breach by such recipients;
• Disclosure is limited to the minimum information necessary for the relevant professional purpose.

4. Exceptions

The obligations under this agreement do not apply to information that:

• Is or becomes publicly available through no fault of the Receiving Party;
• Was demonstrably in the Receiving Party’s possession prior to disclosure by ACT;
• Is independently developed by the Receiving Party without use of or reference to the Confidential Information;
• Is received from a third party who is not, to the Receiving Party’s knowledge, bound by confidentiality obligations to ACT;
• Is required to be disclosed by law, regulation, or order of a competent court or regulatory authority, provided that the Receiving Party (to the extent legally permissible) gives ACT prompt written notice prior to such disclosure and cooperates with ACT’s reasonable efforts to limit the scope of such disclosure or obtain a protective order.

5. Duration

This confidentiality obligation shall remain in effect for a period of ten (10) years from the date of each disclosure of Confidential Information, or for so long as the information retains its confidential nature, whichever is longer. For the avoidance of doubt, each access to the Portal constitutes a separate disclosure.

6. Return of Information

Upon request by ACT or upon termination of the Receiving Party’s access to the Portal, the Receiving Party shall promptly destroy or return all Confidential Information in their possession, including any copies, summaries, analyses, or derivatives thereof, and shall confirm such destruction or return in writing upon ACT’s request. This obligation does not apply to copies retained solely for regulatory compliance or legal archival purposes, which shall remain subject to the confidentiality obligations herein.

7. Remedies

The Receiving Party acknowledges that any breach of this agreement may cause irreparable harm to ACT for which monetary damages alone would be insufficient. In the event of a breach or threatened breach, ACT shall be entitled to seek injunctive relief (including in summary proceedings / kort geding before the competent Dutch court) in addition to any other remedies available at law or in equity.

Without prejudice to ACT’s right to claim full damages, in the event of a breach the Receiving Party shall pay ACT a penalty of EUR 250,000 (two hundred fifty thousand euros) per breach, plus EUR 25,000 (twenty-five thousand euros) for each day or part thereof that the breach continues. This penalty shall be immediately due and payable without the requirement of prior notice of default (ingebrekestelling) and is not subject to any aggregate cap. The penalty does not affect ACT’s right to claim damages in excess of the penalty amount to the extent permitted by law, including but not limited to damages arising from third-party claims by ACT’s portfolio companies or co-investors resulting from the breach.

8. No License or Rights Granted

Nothing in this agreement grants the Receiving Party any rights, title, or interest in or to any Confidential Information, intellectual property, or other proprietary rights of ACT or its portfolio companies.

9. Data Protection

Nothing in this agreement restricts any rights of the Receiving Party under Regulation (EU) 2016/679 (General Data Protection Regulation) or any applicable data protection legislation. To the extent any Confidential Information contains personal data, the Receiving Party shall process such data in accordance with applicable data protection laws.

10. Electronic Acceptance

This agreement is concluded by electronic means. By checking the NDA acknowledgement box on the Portal login page, the Receiving Party confirms that they have read, understood, and agree to be bound by the terms of this Non-Disclosure Agreement. ACT maintains an electronic record of acceptance, including the timestamp, email address of the Receiving Party, and the version of this agreement accepted, which shall serve as evidence of the formation of this agreement.

11. Governing Law and Jurisdiction

This agreement shall be governed by and construed in accordance with the laws of the Netherlands. Any disputes arising out of or in connection with this agreement shall be submitted to the exclusive jurisdiction of the competent courts in Amsterdam, the Netherlands.

12. Miscellaneous

If any provision of this agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions. ACT reserves the right to amend this agreement. Material changes will be communicated to the Receiving Party, and continued use of the Portal after such notification shall constitute acceptance of the amended terms.