Confidentiality & Non-Disclosure Confidencialidade e Não Divulgação

This Confidentiality and Non-Disclosure Agreement ("Agreement" or "NDA") governs the relationship between Inov Privé ("Club") and the concierge professional ("Concierge") who provides or proposes to provide services in connection with the Club.

The Club serves high-value individuals whose privacy, identity and personal affairs must be protected with absolute discretion. The purpose of this Agreement is to establish clear and binding obligations on all Concierge professionals regarding the confidentiality of member information and Club operations.

By submitting a concierge application to Inov Privé or by accepting a concierge assignment, the Concierge acknowledges having read, understood and agreed to be legally bound by all terms of this Agreement.

1.1 Inov Privé is a private members club operating in Portugal. The Club coordinates concierge services on behalf of its members through a vetted network of independent professionals.

1.2 The Concierge is an independent professional who applies to or has been accepted into the Inov Privé concierge network to provide services to Club members.

1.3 This Agreement applies to all engagements, whether formal or informal, paid or unpaid, carried out on behalf of or in connection with Inov Privé or any of its members.

1.4 This Agreement does not constitute an employment contract. The Concierge operates as an independent contractor and is solely responsible for their own taxes, social security and compliance obligations.

For the purposes of this Agreement, "Confidential Information" means any and all information that the Concierge becomes aware of in connection with the Club or its members, including but not limited to:

• The identity, full name, contact details, photos, address, or any identifying information of Club members;
• The personal preferences, lifestyle choices, habits, dietary requirements, health information or daily routines of members;
• The nature and content of any request, service or arrangement made on behalf of a member;
• Any financial, business, legal or personal matters shared by members in the course of receiving services;
• The relationships and connections between members and other individuals or companies;
• The identities and details of other Concierge professionals or partners in the Club network;
• Internal Club processes, systems, pricing, strategies or plans;
• Any communications between members and the Club or between the Club and the Concierge;
• Any information designated as confidential by Inov Privé at the time of disclosure.

The Concierge agrees to the following obligations with respect to all Confidential Information:

3.1 Strict confidentiality. Keep all Confidential Information strictly confidential and not disclose it to any third party under any circumstances, unless expressly authorised in writing by Inov Privé.

3.2 Limited use. Use Confidential Information solely for the purpose of delivering the specific service requested through the Club. Confidential Information must not be used for any personal, commercial or other purpose.

3.3 Standard of care. Apply the same degree of care to protect Confidential Information as the Concierge applies to their own most sensitive confidential information — and in no event less than reasonable care.

3.4 No independent contact. Not independently contact, solicit, market to or develop a direct commercial relationship with any Club member, without the prior written consent of Inov Privé. All member interactions must take place through or with the knowledge of the Club.

3.5 Secure handling. Not store, record, photograph or transmit any member information beyond what is strictly necessary to deliver the requested service. Any stored information must be protected appropriately and deleted promptly once the service is complete.

3.6 Immediate notification. Notify Inov Privé immediately upon becoming aware of any actual or suspected unauthorised access to, use of, or disclosure of Confidential Information.

3.7 Third-party disclosure. Not disclose the existence of this Agreement or the identity of the Club or its members to any third party without prior written authorisation.

The privacy of Club members is of the utmost importance. The Concierge specifically agrees to:

• Not photograph, film, record or capture images of members or their companions without their explicit prior consent;
• Not discuss or share the identity, activities, or whereabouts of members with any third party, including family, friends, professional contacts or the media;
• Not use a member's name, image or identifying information in any public or private communications, social media posts, professional portfolios or references without explicit written consent;
• Not disclose that a particular individual is a member of Inov Privé to any third party;
• Treat all members with the same level of discretion, regardless of their public profile or perceived status.

The obligations of this Agreement do not apply to information that the Concierge can demonstrate:

• Was already publicly available at the time of disclosure and not through any breach by the Concierge;
• Becomes publicly available after disclosure through no act or omission of the Concierge;
• Was already known to the Concierge prior to receiving it from Inov Privé or any member, and can be verified through documented evidence;
• Was independently developed by the Concierge without reference to, or use of, any Confidential Information; or
• Must be disclosed by law or court order, provided that the Concierge gives Inov Privé as much advance written notice as legally permitted, and cooperates to limit the scope of disclosure.

The burden of proof for any exclusion rests solely with the Concierge.

6.1 This Agreement takes effect from the date the Concierge first submits an application to or accepts an engagement with Inov Privé.

6.2 The confidentiality obligations in this Agreement are perpetual and survive indefinitely following the conclusion of the Concierge's engagement with Inov Privé, regardless of the reason for termination.

6.3 The right to work with other clients or platforms is not restricted, provided that no Confidential Information obtained through Inov Privé is disclosed or used in connection with any other engagement.

6.4 Upon termination of the engagement, the Concierge agrees to:

• Cease all use of Confidential Information;
• Delete or destroy any Confidential Information in their possession (in physical or digital form) within 14 days;
• Confirm in writing to Inov Privé upon request that all Confidential Information has been deleted.

7.1 The Concierge acknowledges that the Club's members have a legitimate expectation of privacy and discretion, and that any breach of this Agreement would cause serious and potentially irreparable harm to members and to the Club.

7.2 A breach of this Agreement may result in:

• Immediate and permanent termination of the Concierge's engagement with Inov Privé, with no right to compensation;
• Legal action for damages, including compensation for losses suffered by the Club or by affected members;
• Application for injunctive relief to prevent further disclosure or use of Confidential Information;
• Disclosure of the breach to relevant professional or regulatory bodies;
• Any other remedy available under Portuguese law.

7.3 The Club reserves the right to seek urgent interim relief from a Portuguese court without prior notice to the Concierge, where delay would risk causing irreparable harm.

7.4 The Concierge agrees that monetary damages alone may not be an adequate remedy for breach of this Agreement and that the Club is entitled to equitable relief, including injunction, in addition to all other remedies.

Governing Law: This Agreement is governed by the laws of the Portuguese Republic. Any dispute arising from this Agreement shall be subject to the exclusive jurisdiction of the courts of Lisbon, Portugal.

Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to confidentiality and supersedes all prior discussions, representations or understandings on the subject matter.

Amendments: Any modifications to this Agreement must be made in writing and signed by both parties.

Assignment: The Concierge may not assign or transfer any rights or obligations under this Agreement to any third party.

For questions regarding this Agreement, contact: legal@inovprive.com