One-Way NDA

This Agreement covers the information the Consultancy discloses in the course of an engagement, and does not reduce any protection the client’s own information enjoys under a separate confidentiality agreement. Where the Parties have signed the Consultancy’s Mutual Non-Disclosure Agreement covering the same subject matter, that agreement supersedes this Agreement from the date it takes effect.

v1.6 — September 2026

This Non-Disclosure Agreement (the “Agreement”) is entered into between:

Professional Services Consulting AS, a private limited company (aksjeselskap) incorporated in Norway, organisation number 917 281 513 as recorded in the Norwegian Register of Business Enterprises (Foretaksregisteret), with its registered office at Professor Olav Hanssens vei 7A, 4021 Stavanger, Norway, trading as Valor Consulting (the “Consultancy”, the disclosing party); and

the client identified below, with its registered office at the address stated below (the “Client”, the receiving party),

Client legal name: ______________________________

Legal form and country of incorporation: ______________________________

Registration number and register: ______________________________

Client registered address: ______________________________

each a “Party” and together the “Parties”.

1. Background and purpose

1.1 The Parties are engaged in, or preparing, an engagement under which the Consultancy assesses and helps optimise the Client’s Microsoft Azure costs (the “Purpose”). In the course of the Purpose the Consultancy discloses commercially sensitive material about how it works.

1.2 The Client’s own information may be protected by a separate confidentiality agreement chosen by the Client. This Agreement protects the Consultancy’s information only, and does not reduce any protection the Client enjoys under such separate agreement. If the Parties have signed the Consultancy’s Mutual Non-Disclosure Agreement covering the same subject matter, that agreement supersedes this Agreement from the date it takes effect. If any other written agreement between the Parties also protects the Consultancy’s information, this Agreement prevails with respect to the Consultancy’s information unless the Parties expressly agree otherwise, and a general entire-agreement, supersession or precedence clause in another agreement does not displace this Agreement unless it refers expressly to this Agreement.

2. Definition of Consultancy Confidential Information

2.1 “Consultancy Confidential Information” means all information, in any form or medium, disclosed by or on behalf of the Consultancy to the Client, whether before or after this Agreement takes effect, or otherwise obtained or observed by the Client through the engagement, that is marked confidential or that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure.

2.2 Consultancy Confidential Information includes without limitation:

• the Consultancy’s assessment and optimisation methodology, working methods, analytical models, checklists, playbooks, and counting rules;
• report structures and templates, proposal and document templates, tooling, scripts, and automation;
• pricing structures, fee models, discounts, margins, and commercial terms offered to the Client;
• the identity and content of the Consultancy’s internal processes, quality gates, and know-how demonstrated or explained during the engagement; and
• copies, summaries, analyses, and other materials prepared by the Client to the extent they contain or are derived from any of the foregoing.

2.3 “Affiliate” means, in relation to a Party, any entity that directly or indirectly controls, is controlled by or is under common control with that Party, whether the control is held by an entity or by one or more natural persons; control means holding, directly or indirectly, more than half of the voting rights in an entity or the right to appoint or remove a majority of its board or equivalent governing body.

3. Exclusions

3.1 Consultancy Confidential Information does not include information that the Client can demonstrate:

• was or becomes publicly available other than through a breach of this Agreement;
• was lawfully known to the Client, free of any confidentiality obligation, before disclosure by the Consultancy;
• is lawfully received from a third party who is not, to the Client’s knowledge, under a confidentiality obligation to the Consultancy; or
• is independently developed by the Client without use of or reference to Consultancy Confidential Information.

3.2 For clarity, the results of the engagement that relate to the Client’s own environment — findings, figures, savings identified, and recommendations concerning the Client’s estate — belong to the Client and are not restricted by this Agreement, except to the extent they reveal the Consultancy’s methodology or commercial terms as such. This exception does not restrict the Client’s use of the findings, figures, savings identified and recommendations merely because they were produced by applying the Consultancy’s methodology; it applies to those parts of the results that describe or reveal the methodology itself or the Consultancy’s commercial terms.

4. Permitted use

4.1 The Client shall use Consultancy Confidential Information only for the Purpose, including internal evaluation and management of the engagement, and for no other purpose. In particular, the Client shall not use it to develop services that compete with the Consultancy’s services, to benchmark the Consultancy against third parties beyond any decision whether to engage, continue, or extend the engagement, or to disclose the Consultancy’s commercial terms to any third party except as permitted under Clause 5.2.

4.2 The Client shall not reverse engineer, decompose, or reconstruct the Consultancy’s methodology, models, or tooling from Consultancy Confidential Information. Nothing in this Clause restricts the Client’s rights under Clause 3.1 (excluded information), Clause 3.2 (the Client’s own engagement results), and Clause 4.3 (general know-how).

4.3 For clarity, the Client may use general know-how, skills, and experience of a non-confidential nature gained during the engagement, provided this does not involve disclosure or use of Consultancy Confidential Information.

5. Care standard and permitted disclosure

5.1 The Client shall protect Consultancy Confidential Information with at least the same degree of care it applies to its own confidential information of a similar nature, and never less than reasonable care.

5.2 The Client may disclose Consultancy Confidential Information only to the employees, directors, individual contractors (including individuals engaged through a company owned or controlled by that individual) and professional advisers of the Client and of its Affiliates who need to know it for the Purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement. The Client remains responsible for any act or omission of such persons as if it were its own.

5.3 The Client shall not disclose Consultancy Confidential Information to any other third party without the Consultancy’s prior written consent.

6. Compelled disclosure

6.1 The Client may disclose Consultancy Confidential Information to the extent required by law, regulation, court order, or a competent supervisory or regulatory authority, provided that, where legally permitted, it: (a) promptly notifies the Consultancy before disclosure; (b) reasonably cooperates with the Consultancy’s efforts to limit or contest the disclosure or obtain protective treatment; and (c) discloses only the portion legally required to be disclosed.

7. Term and duration of obligations

7.1 This Agreement takes effect on the date of the last signature below and remains in force until terminated by either Party on thirty (30) days’ written notice.

7.2 The confidentiality and use obligations in this Agreement survive for three (3) years after the later of (a) termination of this Agreement and (b) the last disclosure of Consultancy Confidential Information, except that obligations relating to trade secrets survive for as long as the information remains a trade secret under applicable law.

8. Return or destruction

8.1 On the Consultancy’s written request, or on termination or expiry of this Agreement, the Client shall promptly, at the Consultancy’s option, return or securely destroy all Consultancy Confidential Information in its possession or control, including all copies, extracts, and derived materials, and shall confirm in writing that it has done so.

8.2 The Client may retain one copy solely to the extent required by law or by bona fide internal record-keeping and backup policies, provided any retained copy remains subject to this Agreement for as long as it is retained. For clarity, the Client always keeps the engagement results referred to in Clause 3.2.

9. No licence; no warranty; personal data; no obligation to proceed

9.1 All Consultancy Confidential Information remains the property of the Consultancy or of the third party from which the Consultancy holds it. Nothing in this Agreement grants the Client any licence or other right, express or implied, to any intellectual property of the Consultancy, other than the limited right to use Consultancy Confidential Information for the Purpose.

9.2 Consultancy Confidential Information is provided “as is” for the Purpose; any warranties concerning the engagement itself are those stated in any engagement agreement between the Parties.

9.3 Personal data. This Agreement is not a data processing agreement. If either Party is to process personal data on behalf of the other in connection with the Purpose, including personal data contained in cost exports or account metadata, the Parties shall first enter into a written data processing agreement meeting Article 28 of Regulation (EU) 2016/679.

9.4 Nothing in this Agreement obliges either Party to disclose any particular information, to enter into an engagement agreement or to proceed with the Purpose. Either Party may end discussions at any time without liability under this Agreement for doing so, without prejudice to its continuing obligations under this Agreement.

10. Remedies

10.1 The Parties acknowledge that unauthorised disclosure or use of Consultancy Confidential Information may cause harm not adequately compensable in damages, and that the Consultancy is therefore entitled to seek interim measures (in Norway, midlertidig forføyning under the Dispute Act (tvisteloven) chapter 34) and a prohibitory order (forbud) in addition to any other remedy.

11. General

11.1 Neither Party may assign this Agreement without the other Party’s prior written consent, except, on written notice to the other Party, (a) to an Affiliate, or (b) to a successor in connection with a merger, a transfer of all or substantially all of its business or assets, or a transfer of the part of its business to which this Agreement relates, provided in each case that the assignee assumes the assigning Party’s rights and obligations under this Agreement in writing and the assigning Party remains liable for any breach occurring before the assignment.

11.2 Subject to Clause 1.2, this Agreement is the entire agreement between the Parties concerning the protection of the Consultancy’s information for the Purpose and supersedes prior discussions on that subject. It does not affect any separate agreement protecting the Client’s information. Amendments must be in writing and signed by both Parties.

11.3 If any provision is held unenforceable, the remainder stays in force, and the provision applies to the maximum extent permitted.

11.4 A failure to enforce any provision is not a waiver of it.

11.5 Notices. Written notice under this Agreement may be given by email to the notice email addresses stated on the signature page (or to such other address as a Party notifies in writing), and notice so given is sufficient written notice for the purposes of this Agreement. An email notice is treated as received on the next business day at the registered office of the addressee, and any notice period runs from that day, unless the sender receives an automated delivery-failure message, in which case the notice is not received. Either Party may change its notice address by notice to the other.

11.6 This Agreement may be signed electronically and in counterparts; each counterpart is an original and together they constitute one agreement. A signature applied through an electronic-signature service, or a scanned signed copy sent by email, has the same effect as an original signature.

11.7 This Agreement is made in English, which is the authoritative text; any translation is for convenience only and the English text prevails. Norwegian terms in brackets identify the concept intended under Norwegian law.

12. Governing law and venue

12.1 This Agreement is governed by the laws of the jurisdiction stated below, excluding its conflict-of-law rules. The courts stated below have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement, without prejudice to either Party’s right to seek interim relief in any competent court.

Governing law: ______________________________

Venue — courts: ______________________________

Signatures

Notice email addresses (Clause 11.5):

Consultancy notice email: ______________________________

Client notice email: ______________________________

For the Consultancy

Signature: ______________________________

Name: ______________________________

Title: ______________________________

Date: ______________________________

For the Client

Signature: ______________________________

Name: ______________________________

Title: ______________________________

Date: ______________________________