TULA CONFIDENTIALITY POLICY

Effective Date: 26 July 2024

1. Purpose and Scope

TULA Capital GmbH (“TULA”, “we”, “us”, “our”) is dedicated to protecting the confidentiality of information shared with us by our clients. This confidentiality policy (the “Policy”) outlines how we handle, use, and disclose such confidential information in the course of our business activities.

2. Definition of Confidential Information

“Confidential Information” refers to any non-public information provided by our clients that is designated as confidential or, given the nature of the information or the circumstances surrounding its disclosure, should reasonably be considered as confidential. This includes, but is not limited to, business plans, financial data, technological innovations, and marketing strategies.

3. Exclusions from Confidential Information

Confidential Information does not include information that:

  • Is or becomes generally available to the public other than as a result of a breach of this Policy;
  • Is or becomes available to TULA on a non-confidential basis from a source other than the disclosing party, provided that such source is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information;
  • Was known to TULA prior to disclosure by the disclosing party without any obligation of confidentiality;
  • Is independently developed by TULA without the use of or reference to the disclosing party’s Confidential Information; or
  • The parties agree in writing is not confidential.

4. Handling of Confidential Information

We are committed to maintaining the confidentiality of all Confidential Information, ensuring it is not disclosed to third parties, except as outlined in this Policy. The use of Confidential Information will be strictly limited to the purpose of evaluating potential business relationships or investment/financing opportunities and will be subject to no lesser degree of protection than applied to TULA’s own confidential information.

5. Permitted Disclosure

We may disclose Confidential Information to financing partners when it is necessary for the evaluation of a potential business relationship or investment/financing opportunity. Prior to any disclosure, such parties will be informed of the confidential nature of the information and directed to treat it in accordance with this Policy.

6. Forced Disclosure

TULA may be compelled to disclose Confidential Information if required to do so by any order of any court of competent jurisdiction, any governmental or regulatory authority, or as required by law. In such cases, TULA will use all reasonable endeavors to:

  • Inform the concerned party of the full circumstances of the required disclosure and the information that will be disclosed;
  • Consult with the concerned party as to possible steps to avoid or limit disclosure and take all such steps as may be reasonable and practicable in the circumstances to agree on the contents of such disclosure;
  • If prior notification is not possible, inform the concerned party promptly after the disclosure of the full circumstances, the person to whom the disclosure has been made, and the information that has been disclosed.

7. Data Retention

Upon termination of the business relationship and at the request of the disclosing party, TULA will return or securely destroy all copies of Confidential Information, except as required for compliance with legal obligations or internal record-keeping.

8. No Warranty

TULA does not guarantee the accuracy or completeness of any Confidential Information.

9. Policy Acknowledgement

By sharing Confidential Information with us or receiving Confidential Information from us without prompt dissent, clients, financing partners and all others who are made aware of this Policy acknowledge and consent to the terms of this Policy. Reference to this Policy in agreements with clients or financing partners without any prompt dissent thereto will constitute acknowledgment and acceptance of the terms of this Policy.

10. General

  • Rights arising hereunder are cumulative and do not exclude rights provided by law.
  • If any provision of this Policy is found to be invalid, the remaining provisions will remain in force. Invalid provisions will be replaced by valid ones that closely match the intended purpose.
  • This Policy is governed by German law, and disputes will be subject to the exclusive jurisdiction of the courts of Berlin, Germany.
  • This Policy may be amended from time to time at the discretion of TULA. For changes to become effective retroactively, they have to be communicated to the relevant parties.