This non-disclosure and confidentiality agreement ("Agreement") is entered into between Hügga SpA (the "Company") and the tester of the website https:/hugga.io ("Tester"). Collectively, the Company and the Tester will be referred to as the "Parties".

By accepting this Agreement, the Tester acknowledges and agrees to the following conditions:

PURPOSE OF THE AGREEMENT.

The Company has developed a website and has requested the Tester to perform testing and evaluations on the website https:/hugga.io (the “Test”). The Tester agrees to participate in the Test and declares that he/she understands that the information to which he/she will have access during the Test is non-public and confidential information of the Company.

DEFINITION OF CONFIDENTIAL INFORMATION.

For purposes of this Agreement, "Confidential Information" means all information, in whatever form or medium (oral, written, printed, electronic, etc.), including without limitation, all technical, financial, business, strategic and other information, trade secrets, technical data, processes, documents, data bases, plans, marketing and client data provided to the Tester by the Company (or its Representatives) and that, by its nature, is not public information, including (i) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; (ii) any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; (iii) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities; (iv) plans for products or services, and customer or supplier lists; (v) any other information that should reasonably be recognized as confidential information of the Company; and (vi) any information generated by the Tester contains, reflects, or is derived from any of the foregoing and any information made available during tests, discussions, meetings, facility tours and/or exchange of documents or products, whether before, on or after the date of this Agreement.

CONFIDENTIALITY AND NON-DISCLOSURE OBLIGATIONS.

The Tester agrees to maintain the confidentiality of any Confidential Information to which Tester has access during the Test. The Tester agrees to:

a) Not disclose, reveal, or allow access to the Confidential Information to third parties without the prior written consent of the Company.

b) Use the Confidential Information solely for the purposes of the Test and not for personal or third-party benefit.

c) Take all reasonable measures to protect the Company's Confidential Information, including, but not limited to, maintaining adequate security measures.

d) Be responsible for any unauthorized use and/or disclosure of any Confidential Information not permitted under this Agreement by it or its Representatives.

OWNERSHIP AND INTELLECTUAL PROPERTY.

All Confidential Information is and shall remain the property of the Company. By disclosing Confidential Information to the Tester, the Company does not grant any express or implied right to the Tester to or under any patents, copyrights, trademarks, or trade secret information.

The Company reserves without prejudice the ability to protect its rights under any such patents, copyrights, trademarks, or trade secrets.

The Company shall retain all rights, title, and interest in and to all forms of Confidential Information delivered or disclosed hereunder, including, without limitation, any patents, copyrights, trademarks, service marks, trade dress, logos, technical information, know-how, software developments, artificial intelligence development, trade secrets, and any modifications or enhancements thereto or other intellectual property rights throughout the world, whether currently existing or hereafter developed or acquired, and all applications, disclosures, and registrations with respect thereto (“IP Rights”).

The Tester further agrees not to apply for, register, or seek to obtain any patents or other forms of IP Rights protection for the Company's intellectual property under any circumstances.

The Tester shall not dispute or contest, directly or indirectly, the Company’s right, title, and interest in or to, or the validity and enforceability of, any IP Rights in the Confidential Information (including the attempt to register or record the same in any jurisdiction).

The Tester hereby acknowledges and agrees that the Company shall have the exclusive right to use, disclose, reproduce, license, or otherwise distribute, and exploit all information provided by the Tester during the Test as the Company sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.

RETURN OF CONFIDENTIAL INFORMATION.