The undersigned (the “Recipient”) enters into this Confidentiality Agreement with OANI MOANI LTD, a company incorporated in Malta, registered office at No 11, The Office Centre, Triq Dun Karm, Birkirkara Bypass, Iklin, IKL9030, Malta, VAT MT30553414 (the “Owner”), owner of the property known as Palacete Paço da Rainha 92, Lisbon, Portugal, classified as Bem de Interesse Municipal (the “Property”).

1. Purpose

Confidential information relating to the Property is disclosed to the Recipient for the sole purpose of evaluating a potential acquisition of the Property (the “Purpose”). The Recipient shall not use such information for any other purpose.

2. Confidential Information

“Confidential Information” means all non-public information relating to the Property, in any form, including without limitation the confidential dossier, floor plans, interior renderings, photographs, detailed surface areas, address details, technical reports, ownership structure, financial data, asking price, and the existence and content of any negotiations, whether disclosed through the secure data room, in writing, orally, or in the course of any visit.

3. Obligations of the Recipient

The Recipient shall keep the Confidential Information strictly confidential; use it exclusively for the Purpose; and not disclose it to any third party, except to the Recipient’s professional advisors who need to know it for the Purpose and who are bound by a professional or contractual duty of confidentiality at least as protective as this Agreement. The Recipient remains fully liable for any breach of this Agreement by such advisors, as well as by members of the Recipient’s family or entities controlled by the Recipient who receive Confidential Information.

The Recipient shall not reproduce, download, print, photograph, screen-capture, or otherwise copy any Confidential Information, in whole or in part, in any form.

4. Data Room Access

Access to the secure data room is personal and non-transferable. Credentials shall not be shared. The Recipient acknowledges and accepts that every page displayed bears an identifying watermark and that all access is logged, including identity, timestamp, IP address, and device data, for security and audit purposes. This data is processed by the Owner as data controller strictly for access control, security, and the protection of its legitimate interests; the Recipient may exercise the rights of access, rectification, and erasure provided by applicable data protection law by writing to the Owner.

5. Session Recording

In addition to the logging described in Clause 4, and subject to the Recipient’s consent given by signing this Agreement, the Owner records the Recipient’s navigation within the data room, namely the sections opened, the time spent on each, the images enlarged, and scrolling. The confidential content itself is masked in such recordings: interior renderings, floor plans, elevations, and the asking price are not captured. Recording begins only once this Agreement has been signed, and does not cover identity verification or the signing of this Agreement.

Such recordings are hosted within the European Union by PostHog, acting as processor on the Owner’s instructions, are retained for no longer than twelve (12) months, and are used for the sole purpose of assessing the Recipient’s interest in the Property. The Recipient may withdraw this consent at any time by writing to the Owner, which will end the recording without affecting the Recipient’s access to the data room. The rights of access, rectification, and erasure set out in Clause 4 apply equally to this data.

6. No Direct Contact

The Recipient shall not, without the Owner’s prior written consent, contact the Owner’s staff, contractors, neighbours of the Property, public authorities, or any press or media in connection with the Property, and shall conduct all communications relating to the Property exclusively through the Owner or the intermediary who introduced the Recipient.

7. Duration and Return

The obligations under this Agreement apply from the date of signature and remain in force without limitation in time with respect to Confidential Information that has not lawfully entered the public domain. Upon the Owner’s first request, the Recipient shall destroy or return all Confidential Information in its possession and confirm having done so in writing.

8. Remedies

The Recipient acknowledges that unauthorised disclosure of Confidential Information relating to a unique heritage asset may cause the Owner harm that damages alone cannot adequately remedy, and that the Owner is entitled to seek injunctive relief in addition to any other remedy available under applicable law.

9. Governing Law and Jurisdiction

This Agreement is governed by Portuguese law. Any dispute arising from or in connection with it shall be submitted to the exclusive jurisdiction of the courts of Lisbon.

10. Electronic Execution

This Agreement is executed by simple electronic signature. The Recipient agrees that completing and signing the form below, together with the associated access logs, constitutes valid execution and evidence of this Agreement.