Non-Disclosure Agreement s6

NON-DISCLOSURE AGREEMENT0

This agreement is executed by and between:

Družba za upravljanje terjatev bank d.d. (Bank Assets Management Company “BAMC”), Davčna ulica 1, 1000 Ljubljana, register number 6339620000, tax number SI 41251482, represented by executive director ______(“Disclosing Party”) and

______(“Receiving Party”)

INTRODUCTION

For the purposes of this agreement, the party disclosing certain information shall be referred to as the “Disclosing Party” while the party receiving such information shall be referred to as the “Receiving Party”.

The parties indisputably agree that the Receiving Party shall use the disclosed information for the exclusive purpose of participating in a sales process for the purchase of the Disclosing party's claims against the company LIV KOLESA, proizvodnja, predelava in trgovina, d.o.o., Industrijska cesta 2, 6230 Postojna, company registration no. 1317270000, tax no. SI 35194405 (hereinafter referred to as: “Company”) and for the purchase of the 100% equity stake in said Company, which is directly owned by the Disclosing Party.

CONFIDENTIAL INFORMATION

The contracting parties have agreed as follows: Article 1 “Confidential Information”, which shall include the following for the purposes of this Agreement: - information, know-how or data of an intellectual, technical, scientific or industrial nature, which the Disclosing Party owns, has in its possession, or has a legal duty to protect. Without generalizing the above, restricted data includes (but is not limited to) technical data, designs, drawings, images, specifications, standards, user instructions, constructions, reports, forms, processes, information, lists, patents, trademarks, trade secrets, computer applications and software, databases and software documentation; - confidential data, which includes information, know-how, financial, pricing or marketing data relevant to the business operations of the party disclosing restricted information; - confidential data, in the sense defined in the Act Defining the Measures of the Republic of Slovenia to Strengthen Bank Stability (Official Gazette of the Republic of Slovenia, no. 105/12, 63/13 - ZS-K and 23/14 – ZDIJZ-C); - personal data, as defined in the regulations governing personal data protection; - information which are classified as a trade secret or restricted data, materialized in the form of documents, promotional and presentational materials, equipment and pilot projects; and non- materialized information, when presented orally and which would obviously cause significant damage if disclosed to an unauthorized party contrary to the provisions of this Agreement, - this agreement. Confidential Information shall also be deemed to include all documents prepared by the Receiving Party on the basis of such information, or documents which contain or are either entirely or partially prepared on the basis of such information.

RECEIVING PARTY’S OBLIGATIONS Article 2

As unauthorized use, copying or disclosure of Confidential Information may cause great material and non-material losses to the Disclosing party, the Receiving Party agrees to handle Confidential Information in accordance with the provisions and intent of this Agreement.

The Receiving Party shall protect the secrecy of Confidential Information and prevent the disclosure of any Confidential Information provided by the Disclosing Party, except as stipulated herein.

The Receiving Party agrees to safeguard the Disclosing Party’s Confidential Information under the same data protection standards it uses to protect its own confidential information, whereas the standards used must be adequate under the given circumstances.

DISCLOSURE OF CONFIDENTIAL INFORMATION Article 3

The Receiving Party may disclose Confidential Information to its employees and employees of a subsidiary or related company. Information may be disclosed to employees strictly on a need-to- know basis. All employees must be made aware of this agreement and the fact that they are also legally bound by it.

The Receiving Party may also disclose Confidential Information to its professional consultants, agents and other advisors, provided these individuals have been informed of the stipulations of this agreement and that they have declared that they will guard the confidentiality of this information under the same terms as stipulated herein. The Receiving Party shall not disclose Confidential Information to third parties, unless this is specifically agreed herein.

A list of all persons mentioned in the first and second paragraph of this article is a mandatory schedule to this Agreement.

For the avoidance of doubt, the contracting parties agree that the Receiving Party shall fully indemnify the Disclosing Party for any losses the Disclosing Party may incur as a result of the actions of third-parties acting within the domain of the Receiving Party, whereas it shall be considered that the Receiving Party has violated the terms of this agreement if the violation was perpetrated by third parties acting within the domain of the Receiving Party.

RETURNING/DESTROYING CONFIDENTIAL INFORMATION Article 4

At any time, Disclosing Party may send a written request for the return of any Confidential Information sent in accordance with the provisions of this Agreement, as well as any copies thereof, together with a written statement from Receiving Party stating that it has not knowingly retained ownership or control – directly or indirectly – of any confidential information or copies thereof. The

2 Receiving Party shall fulfill its obligation to return Confidential Information no later than 3 (three) days from receipt of such request.

EXCLUDED INFORMATION Article 5

Obligations agreed by this Agreement do not apply to Confidential Information which:

a) the Receiving Party already possessed prior to receiving it from the Disclosing Party. In the event of doubt, it shall be deemed that the Receiving Party has received confidential information from the Disclosing Party, unless the receiving party can show otherwise;

b) are or become public for reasons other than violation of this Agreement;

c) were sent by Receiving Party at the request of the competent court or government authority. In such cases the Receiving Party must inform the Disclosing Party before such information is sent, so that the Disclosing Party can take all necessary measures to adequately protect its rights in connection with the requested Confidential Information. In any case, Receiving Party must send state authorities only such portion of Confidential Information as the law requires and must use its best efforts to obtain a non-disclosure statement or other reasonable guarantee from the recipient that the information obtained will be treated as confidential. The aforementioned paragraph does not apply to court orders or formal requisitions by other state authorities, made in the course of ongoing proceedings between the Receiving Party and the Disclosing Party;

d) the Receiving Party has been authorized by the Disclosing Party to disclose to a third party, in writing;

e) is received by third parties without such restrictions and without breaching this agreement.

RIGHTS Article 6

All Confidential Information provided by the Disclosing Party are property of the Disclosing Party, which the other party recognizes. Unless agreed otherwise herein, the Receiving Party shall not be granted any rights in connection with disclosed information (including intellectual property rights).

WARRANTIES AND REPRESENTATIONS Article 7

Each party warrants and represents to the other that it is incorporated and that it operates in accordance with the applicable regulations in the country of its origin. Each party represents that it validly enters this Agreement and that it shall take all actions necessary in connection with the realization of this Agreement. The Disclosing Party represents that by communicating Confidential Information it is not in violation of any third-party agreement.

SEVERABILITY Article 8 This Agreement comprises all points which relate to the subject of this agreement and supersedes all previous agreements concluded between the parties, whether oral or written, which pertain to the subject of this Agreement.

In the event that one or more provisions of this agreement become invalid, unlawful or impracticable in any respect, such invalidity, unlawfulness or impracticability shall have no effect on any other provision herein. Should any invalid, unlawful or impracticable provision would have been valid if a specific part was omitted from it, the provision shall be used in accordance with changes required to make them valid.

COMMUNICATION Article 9

All communication, requests or other communication relating to this Agreement should be made in writing and delivered in person or sent by certified mail with a return receipt, addressed to a party or parties specified in the preamble of this Agreement or to the address communicated by this party, with a copy sent by fax to the number exchanged by the parties. The 7 th day following the date of the postal stamp shall be deemed as the delivery date of the notification or consignment.

LIABILITY CLAUSES Article 10

The Receiving Party undertakes to protect the security of the information received as part of this agreement in line with good business practices.

Publication or disclosure of Confidential Information to a third party or unauthorized employees of the Receiving Party shall be deemed to mean any transfer of information, their distribution or publication, as well as any other form of transfer of the information which constitutes the subject of this Agreement.

The Receiving Party who has been entrusted with Confidential Information and has violated the principle of confidential information protection (i.e. disclosed it to a third natural person or legal entity, or made it possible for such person or entity to otherwise gain such information) shall be liable for any material or non-material damages caused.

The parties are in agreement that the violating party shall indemnify the other party for any damages resulting from the aforementioned causes. A claim shall be deemed justified if supported by sufficient evidence proving that Receiving Party had violated the terms of this Agreement.

The agreed compensation in the event of breach of the principle of protection of confidential information shall be set as a lump-sum payment of 30,000 EUR. In the event that the actual damages incurred are higher than the aforementioned lump sum compensation, the violating party shall be required to pay the Disclosing Party a higher compensation up to the actual damages suffered (in addition to the agreed lump-sum compensation). For disclosure of data or information with regard to which the damage cannot be expressed materially (non-material damages), the lump sum compensation of 30,000 EUR is set. In such case Disclosing Party shall issue a calculation of damages incurred, and Receiving Party undertakes to pay such damages within 15 days of the calculation.

4 MISCELLANEOUS Article 11

Both parties shall deliver the documents and perform the activities required to fulfill the terms, conditions and purpose of this Agreement.

All changes, amendments and clarifications contained herein shall be valid only if made in writing and signed by both contracting parties.

If the provisions of this agreement are not applied or if its provisions are not enforced, such absence of demand shall not be interpreted as termination of validity of the relevant provisions and shall not affect the validity of this Agreement, either fully or in part, and shall not terminate the rights of either Party granted under this Agreement.

Headings and paragraphs are used for the sake of clarity only and have no effect on the meaning or substance of this Agreement.

APPLICABLE LAW AND COGNIZANT COURT Article 12

The Parties agree that the provisions of this Agreement shall be construed and interpreted under Slovenian law and that any disputes arising from this Agreement shall be resolved by the competent court in Ljubljana.

APPLICABILITY AND SURVIVAL OF OBLIGATIONS Article 13

This Agreement shall come into effect on the date it is executed by both parties, and shall apply for an open-ended basis. Either party may terminate this agreement at any time by written notice to the other party.

Notwithstanding the potential interruption, termination or cancellation of this agreement for any reason and by either party, the Receiving Party shall remain bound under the provisions of this agreement - in particular Articles 2, 3, 4 and 10 hereof.

FINAL PROVISIONS

Article 14

This agreement exists in two (2) identical counterparts, of which each contractual party shall receive one (1).

Ljubljana, date ______Place, date ______

DUTB, d.d. ______

Schedule: List of persons coming into contact with confidential information

We, the undersigned, are aware of the details of the agreement between the disclosing party and the receiving party, fully agree with the agreement, and consider it binding for us by extension:

Persons employed with the Receiving Party and persons employed in subsidiaries or related companies:

name and surname e-mail address signature

Professional advisors, agents and other consultants of the Receiving Party:

name and surname employed at e-mail address signature