Confidentiality Agreement

Preamble: Acceptance and Binding Nature

This document establishes the terms of the Confidentiality Agreement (hereinafter, the "Agreement") between COLLABORATIVE FARMING, FOOD AND INNOVATION SOLUTIONS SAS ("Coffis.co") and each User (Producer or Buyer, hereinafter the "Receiving Party"). This Agreement does not require a physical signature. By requesting the services of Coffis.co, completing the registration form, and accepting the Terms and Conditions, the User declares, authorizes, and unequivocally accepts the entire content of this document, which is legally binding and governs the treatment of all shared information.

Clause 1: Definitions

1. Confidential Information: Refers to all non-public information disclosed by Coffis.co (the "Disclosing Party") to the Receiving Party, in any format (written, oral, electronic, etc.). It includes, but is not limited to:

• Commercial and Operational Information: Lists of Producers or Buyers, their contact information, transaction details, volumes, prices, costs, fees, and non-public commission structures.
• Strategic Information: Business strategies, marketing plans, know-how, operational processes, algorithms, and any information regarding the internal functioning of the Coffis.co platform.
• Technical Information: Geological and geophysical data, maps, models, interpretations, farm production information, cup profiles, and any technical data related to the coffee.
• Derived Information: Any analysis, report, summary, compilation, study, or other document prepared by the Receiving Party that contains, reflects, or is derived from the Confidential Information.
• The Confidential Information shall be considered a trade secret under the terms of Decision 486 of the Andean Community of Nations.

2. Disclosing Party: For the purposes of this agreement, it shall always be Coffis.co.
3. Receiving Party: Shall be any User (Producer or Buyer) registered on the platform.

Clause 2: Purpose

The purpose of this Agreement is to protect the Confidential Information, ensuring that the Receiving Party uses it solely and exclusively for the legitimate and direct purposes of negotiating, purchasing, selling, and exporting coffee through the services offered by Coffis.co.

Clause 3: Obligations of the Receiving Party

The Receiving Party irrevocably agrees to:

1. Maintain Strict Confidentiality: To hold and treat all Confidential Information with the utmost degree of reservation and secrecy.
2. Restricted Use: To use the Confidential Information exclusively for the purpose defined in Clause 2. Its use for personal benefit or that of third parties, to compete with Coffis.co, or for any other purpose unrelated to the specific transaction is explicitly prohibited.
3. Non-Disclosure: Not to sell, publish, disseminate, communicate, transmit, or distribute the Confidential Information to any third party without the prior, express, and written consent of Coffis.co.
4. Protective Measures: To implement and maintain reasonable security measures, both physical and digital, to protect the Confidential Information, applying at least the same level of care used to protect its own confidential information of similar importance.
5. Personnel Restriction (if applicable): To limit access to the Confidential Information solely to those of its employees or agents who have a strict need to know it to fulfill the purpose of the agreement, ensuring that such persons are informed of the confidential nature of the information and are bound by confidentiality obligations equivalent to those contained herein. The Receiving Party shall be directly responsible for any breach by such persons.

Clause 4: Exceptions to confidentiality

The confidentiality obligations shall not apply to information that the Receiving Party can demonstrate:

1. Was already in the public domain at the time of its disclosure or subsequently becomes public knowledge through no breach of this Agreement by the Receiving Party.
2. Was lawfully in its possession, free of any confidentiality obligation, prior to its disclosure by Coffis.co.
3. Was independently developed by the Receiving Party without access to or reference to the Confidential Information.
4. Is required to be disclosed by a legal requirement or a court order from a competent authority. In such a case, the Receiving Party must: (i) notify Coffis.co of such a requirement immediately and prior to disclosure (to the extent permitted by law), so that Coffis.co may take the protective actions it deems appropriate; and (ii) limit the disclosure strictly to the portion of the Confidential Information that is legally required.

Clause 5: Ownership and return of information

All Confidential Information is and shall remain the exclusive property of Coffis.co. The disclosure of information does not grant the Receiving Party any license, intellectual property right, or other right to it. Upon request by Coffis.co, or upon termination of the business relationship, the Receiving Party shall, as directed, return or destroy all Confidential Information and its copies, certifying such compliance in writing.

Clause 6: Duration of the obligation

The confidentiality obligation established in this Agreement shall be indefinite and shall remain in full force and effect even after the termination of the business relationship between the User and Coffis.co for any reason.

Clause 7: Breach and penalty clause

The breach of any of the clauses of this Agreement by the Receiving Party will be considered a serious breach of the Terms and Conditions and a direct harm to Coffis.co. Such a breach will entitle Coffis.co to:

1. Take all relevant legal actions to claim compensation for any additional damages caused.
2. Request injunctive relief to prevent the continued disclosure or unauthorized use of the Confidential Information.

Clause 8: Governing law and jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Colombia. For any dispute arising from its interpretation or execution, the parties submit to the jurisdiction of the competent courts of Colombia.

Clause 9: Electronic acceptance

The act of checking the acceptance box for the Terms and Conditions in the registration form and submitting said form constitutes an electronic signature and a manifestation of free, prior, express, and informed consent to the entire content of this Confidentiality Agreement, acknowledging its binding nature.