DocuSign Envelope ID: AB6D3CF2-A567-4F49-B8A4-A2AD57F41833
CONFIDENTIAL | © INMARSAT
Non-Disclosure Agreement
This Agreement is made effective this 28 February 2023 (“Effective Date”)
Between
(i) Inmarsat Global Limited, a company organised and existing under the laws of England and Wales with registered
company number 03675885 and having its registered office at 99 City Road, London, EC1Y 1AX, United Kingdom
(“Inmarsat”); and
(ii) SDN COMMUNICACIONES, S. DE RL, DE CV, a company organised and existing under the laws of Mexico, with
registered company number SCO190425SE2 and having its registered office at Carretera Transpeninsular km 18,
parcela 8, Ensenada 22790, B. C., Mexico (“the Company”).
Both Inmarsat and the Company are hereinafter referred to collectively as “the Parties” and individually referred to as a “Party”.
It is Agreed:
1. Definitions
1.1 For the purposes of this Agreement:
(a) “Confidential Information” shall mean this Agreement and all information of a commercial, technical or financial nature
which is directly or indirectly disclosed by the Disclosing Party (or a member of its Group or another person on behalf of the
Disclosing Party as applicable) (whether before, on or after the date of this Agreement) Confidential Information includes,
without limitation, any information relating to, or materials of whatever nature embodying, the Disclosing Party’s products,
services, operations, plans or intentions, product information, protocols, intellectual property, data, know-how, secret
formulae, processes, designs, photographs, drawings, specifications research and development, trade secrets,
opportunities, business affairs, customer and clients, business plans, software code, listings, holdings, alliances, investments
and transactions, regardless of form, format or media and whether communicated or obtained through meetings,
documents, correspondence or inspection of a tangible item that is in each case either i) by its very nature confidential; ii)
is marked as such; or iii) it is reasonable to assume to be confidential from the context;
(b) “Disclosing Party” means the Party disclosing Confidential Information to the Receiving Party;
(c) “Group” shall mean in relation to a Party, that Party, each and any subsidiary or holding company of that Party, and each
and any subsidiary of such holding company. The terms “holding company” and “subsidiary” shall have the meanings
given to them by s. 1159 Companies Act 2006;
(d) “Purpose” means discussions and exchange of information related to hardware and airtime pricing for Fleet One,
FleetBroadband, and Fleet Xpress;
(e) “Receiving Party” means the Party who receives Confidential Information from the Disclosing Party; and
(f) “Representatives” shall mean employees, agents, contractors, directors and other professional advisers of the
Receiving Party and the Receiving Party's Group.
2. Term and Termination
2.1 This Agreement shall continue in full force and effect for a period of one (1) year from the Effective Date unless earlier terminated
by either Party upon the provision of thirty (30) days’ notice in writing to the other. Each Party hereby undertakes to keep
confidential all of the other Party’s Confidential Information that it may acquire in any manner for a period of five (5) years after
the termination or expiration of this Agreement.
2.2 At the expiration or in the event of early termination of this Agreement, or at any time on receipt of a written request from the
Disclosing Party, the Receiving Party shall:
(a) immediately discontinue all use of the Disclosing Party’s Confidential Information disclosed under this Agreement;
(b) return forthwith all documents and/or other materials (whether in paper, electronic or other form) bearing or incorporating
the said Confidential Information or any of it, or certify that same have been destroyed; and
(c) ensure that each of its Representatives who have been given access to the Confidential Information pursuant to the terms
of this Agreement are aware that the continued use of same for the Purpose is no longer permitted.
2.3 The obligations in Clause 2.2(b) to return or destroy Confidential Information shall not apply to:
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(a) minutes or papers of any meeting of the Receiving Party’s board of directors, or to those of a duly appointed committee of
such a board; or
(b) the retention of Confidential Information by the Receiving Party and its Representatives to comply with applicable law, rule,
regulation, professional record-keeping obligations, internal compliance procedure and internal document retention policies
or any competent judicial, governmental, supervisory or regulatory body.
3. Undertakings and Acknowledgements
3.1 In consideration of each Party disclosing its Confidential Information to the other, each Party hereby undertakes to:
(a) keep the Confidential Information strictly confidential, including, without limitation, taking the measures set out in Clause
5;
(b) use the other Party’s Confidential Information exclusively for the Purpose;
(c) not disclose the other Party’s Confidential Information to any person, and prevent any such disclosure, except as expressly
permitted by the terms of this Agreement; and
(d) keep the fact of the existence of this Agreement, the circumstances surrounding its creation, and the transaction
contemplated by it confidential and not disclose same in any way whatever, whether by way of public announcement,
individually to any third party, or otherwise, without the prior written approval of the other Party.
3.2 The Parties acknowledge and agree that:
(a) nothing in this Agreement shall be construed as a waiver by either Party of its proprietary rights in any of the Confidential
Information it discloses hereunder;
(b) no warranty is given by either Party that the Confidential Information supplied by it will be complete and accurate and fit
for any particular purpose, including the Purpose;
(c) nothing in this Agreement shall be construed as a grant by one Party to the other of any form of licence to use any of the
Confidential Information it discloses hereunder other than for the Purpose, or to deal in any way with any of the intellectual
property rights therein; and
(d) this Agreement does not appoint the Company to provide any goods and/or services to Inmarsat, nor does it oblige either
Party to enter into further discussions on, or agree, any further agreements with the other Party.
3.3 The Disclosing Party warrants that it has the right to disclose the Confidential Information to the Receiving Party and to
authorise the Receiving Party to use the Confidential Information for the Purpose.
4. Exceptions
4.1 The restrictions on the Parties under Clause 3.1 shall not apply to Confidential Information that:
(a) is or becomes generally available to the public through no act of default on the part of the Receiving Party or any of its
Representatives; provided that, for the avoidance of doubt, disclosure to a governmental entity, domestic or foreign, shall
not be considered to be “generally available to the public”; or
(b) the Receiving Party can prove by documentary evidence produced to the Disclosing Party that the Confidential information
was already in the Receiving Party’s possession and at its free disposal before the disclosure made pursuant to this
Agreement; or
(c) is independently developed by the Receiving Party; its officers, employees, agents or contractors, without reference to the
Disclosing Party’s Confidential Information; and/or
(d) is subsequently disclosed to the Receiving Party without any obligations of confidence by a third party who has not derived
it directly or indirectly from either Party to this Agreement.
4.2 The Receiving Party may disclose Confidential Information that it is required to disclose by law, by any governmental or other
regulatory authority (including, without limitation, the UK Listing Authority) or by a court or other authority of competent
jurisdiction provided that, to the extent it is legally permitted to do so, it gives the Disclosing Party as much notice of this disclosure
as possible.
4.3 The Receiving Party, provided that it has reasonable grounds to believe that the Disclosing Party is involved in activity that may
constitute a criminal offence under the Bribery Act 2010 or the Foreign Corrupt Practices Act 1977, may disclose Confidential
Information of the Disclosing Party to the relevant UK or US authorities without first notifying the Disclosing Party of such
disclosure.
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5. Confidentiality Measures
5.1 In order to secure the confidentiality attaching to the Confidential Information, each Party shall:
(a) subject to Clause 5.2, ensure that access to the other Party’s Confidential Information is allowed exclusively to those of its
Representatives who are under a written agreement (which may be as part of their employment or contract for work) to
preserve as confidential any information and knowledge which is entrusted to their employer or, in the case of a contractor,
their client;
(b) keep separate all of the other Party’s Confidential Information and all information generated by it based thereon from all of
its other documents and records;
(c) not make or retain any copies of the other Party’s Confidential Information or create any documents or other material of
whatever nature containing or reflecting any of the other Party’s Confidential Information except as necessary for the
Purpose;
(d) use the same security measures and degree of care to preserve and safeguard the other Party's Confidential Information
as they use to preserve and safeguard their own Confidential Information and, in any case, no less than reasonable care;
and
(e) comply with all other reasonable requirements imposed by the Disclosing Party in relation to the protection of its
Confidential Information.
5.2 For the avoidance of doubt, each Party further acknowledges and agrees that it shall be wholly responsible for breaches of this
Agreement arising from the acts and/or omissions of its respective Representatives.
6. General
6.1 The Parties acknowledge and agree that the Confidential Information is of significant commercial value to the relevant owners
and that any breach by one Party of the terms of this Agreement could cause irreparable damage to the other Party’s business.
Accordingly, without prejudice to any other rights or remedies available to either Party, whether at law or in equity, each Party
acknowledges and agrees that damages alone may not be an adequate remedy for a breach of this Agreement and that each
Party shall be entitled to seek the remedy of injunction in the event of any actual, threatened or anticipated breach by the other
of any of the terms of this Agreement.
6.2 This Agreement is personal to the Parties and shall not be assigned or otherwise transferred, in whole or in part, by either Party
without the prior written consent of the other.
6.3 Neither Party shall describe itself or hold itself out as an agent of the other and nothing in this Agreement shall be construed as
creating the relationship of partnership or principal and agent between the Parties.
6.4 This Agreement constitutes the entire understanding and agreement between the Parties relating to the protection and use of
Confidential Information disclosed hereunder and supersedes any and all prior agreements (whether written or oral) or
understandings relating thereto. No Party shall be bound by any additional or other representation, condition or promise unless
expressly agreed in writing and signed by a duly authorized representative of that Party.
6.5 Each Party shall comply with any and all laws applicable to or governing such Party’s conduct in connection with this Agreement.
The Parties acknowledge that applicable U.S., EU, UK and other laws, including the U.S. Arms Export Control Act, U.S.
International Traffic in Arms Regulations, and U.S. Export Administration Regulations, restrict or prohibit the provision or export
of certain goods, technical data, and information outside of the U.S. or other countries or to persons or entities who are not U.S.
persons and each Party shall comply with any such applicable export laws and all applicable international sanctions and
embargoes. The Disclosing Party shall be responsible for obtaining any required authorizations for export of its Confidential
Information. Furthermore, the Receiving Party shall not export, re-export, or transfer any export controlled Confidential
Information of the Disclosing Party without obtaining any required authorisations, for, and shall observe any and all restrictions
placed on or applicable to, the export, re-export, or transfer of such Confidential Information. With regard to any such export
controlled Confidential Information, the Disclosing Party shall provide written notice to the Receiving Party specifying the nature
of the applicable export controls and any reasonably relevant export control classification information.
6.6 All non-legal notices, approvals, consents and other communications required or permitted under this Agreement will be in writing
and delivered by email with confirmation of delivery, by courier or reputable international delivery service with written verification
of receipt, or by registered mail, return receipt requested, postage prepaid, and in each instance will be deemed given upon
receipt. All such notices, approvals, consents and other communications will be addressed to the address set forth in this
Agreement or to such other address as may be specified by either Party to the other in accordance with this Clause.
6.7 All legal notices under this Agreement will be in writing and delivered by courier or reputable international delivery service with
written verification of receipt, or by registered mail, return receipt requested, postage prepaid, and in each instance will be
deemed given upon receipt. All legal notices will be addressed to the address set forth in this Agreement or to such other
address as may be specified in writing by either Party to the other from time to time
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6.8 If any provision of this Agreement is found to be unenforceable, the remainder shall be enforced as fully as possible and the
unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most
closely representing the intention of the Parties as expressed herein.
6.9 This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will
constitute one and the same instrument. Transmission of the executed signature page of a counterpart to this Agreement
by email or other electronic means shall take effect as delivery of an executed counterpart of this Agreement.
6.10 The construction, validity and performance of this Agreement and all matters arising from or connected with it shall be governed
in all respects by English law.
6.11 Save for any application for injunctive relief made by either Party pursuant to Clause 6 herein (which may be made in any court
of competent jurisdiction), each Party irrevocably agrees that any dispute or claim of any kind whatever arising under, out of,
or in connection with this Agreement shall be subject to the exclusive jurisdiction of the English courts.
Signed by a duly authorised representative of the Parties
Inmarsat Global Limited SDN COMMUNICACIONES, S. DE RL, DE CV
Signature: Signature:
Name: Name:
Sarah Villani Osiris Argüelles
Title: Title:
Attorney Director de Operaciones
Date: 02-Mar-23 Date: 01-Mar-23
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