Instructions for the Confidentiality Agreement

Instructions for the Confidentiality Agreement

AConfidentiality Agreement is an agreement between two parties and, therefore,the following requirements must be met:

Who can sign the Agreement on behalf of ŠKODA AUTO a. s.?

In accordance with the applicable regulations and organization standards, the Confidentiality Agreement can be signed on behalf of ŠKODA AUTO a.s. by two members of the Board of Management or employees who have written authorization to conclude contracts to a specified financial limit or, specifically, to conclude Confidentiality Agreements.

When concluding the Agreement, the ‘principle offour eyes’shall apply, i.e. two authorized employees or an authorized employee and a member of the Board of Management shall sign the Agreement.

Who can sign the Agreement on behalf of the external partner?

A person or personsin a managerial capacityor other type of authorization are permitted to sign the Agreement on behalf of the external partner.

Concluding the Agreement

While concluding the Agreement, it is necessary to adhere to the organization standards ON.1.010 ‘Concluding and Electronically Registering Contracts’, ON.1.036 ‘Signing Authorizations’ and ON.1.022 ‘Confidentiality’.

1.The Confidentiality Agreement is an approved document and any amendments or changes to the text are only possible with the approval ofthe FL and SO departments.

2.If it is necessary for the external partner to implement additional security measures,these must be specified in a schedule attached to the Confidentiality Agreement.

3.The Agreement has been made in two copies: one for the external partner and one for the Škoda department.

4.The following data need to be entered in the Confidentiality Agreement form:

the heading must contain the name of the authorized employee of the department.
the name, place of business, company identification number or another ID, information on registration in the Commercial Register oranother registration of this type, and the first and last names of authorized representatives.
in the field below the provisions of the Agreement, specifythe date and check the automatically completednames of the persons signing the Agreement.

5.SO shall verify whether all required data have been filled in.

6.SO finally signs the Confidentiality Agreement and archives a copy of the concluded Agreement.

7.In accordance with ON.1.022 ‘Confidentiality’,the Information Owner ensures that the original copy of the Agreement is archived at their OU and the concluded Agreement is uploaded onto the electronic contract registration system in SAP in line with ON.1.010 ‘Concluding and Electronically Registering Contracts’.

Confidentiality Agreement

ŠKODA AUTO a.s.

registered office: Tř. Václava Klementa 869, 293 60 Mladá Boleslav,

registered in the Commercial Register administered by the Prague Municipal Court, Section B, Record 332;

Identification No.: 00177041,Tax Identification No.: CZ00177041,

Represented by:Fill in the name authorized by Skoda Auto here, abbreviation and name of their department

and Václav Ledvinka, SO –Brand Security and Protection

(hereinafter referred to as ‘Škoda’)

and

Company:Fill in the name of the company

Registered office:

Identification No. (IČ/DUNS):

registered in the Commercial Register administered by -----, File No. Rg.-----

Represented by: Fill in the name of authorized person, their position at the company

(hereinafter referred to as the ‘Obliged Party’)

in order to ensure protection of ŠKODA AUTO’s business secrets in compliance with the Act 89/2012 Coll., Art. 504 ff., Civil Code, as amended, the parties have agreed as follows:

1. The Obliged Party shall use Škoda business secret known to them (hereinafter referred to as ‘Business Secret’) exclusively in compliance with the instructions stated herein. Škoda shall create the preconditions to enable the Obliged Party to duly perform this Agreement.

2.Under this Agreement, Business Secret (see Section 504 of the Civil Code) include data related to the management of Škodabusiness, personal data and data relating to development, research, planning, testing and/or surveys, whether such data have been received by means of observation or directly handed over in any form (including oral form, through electronic and printed documents, drawings, audio records, photographs, films, products, material samples, etc.).

For the purpose of this Agreement, Business Secret alsoinclude vehicles that are outside the scope of mass production, including the respective components, accessories and other parts and materials applied in such vehicles, as well as any related tests, test results and instructions regarding the performance and planning of such tests.

3.It is always up to Škoda to decide which Business Secret and to what extent is to be provided to the Obliged Party. If and as requested by Škoda, the Obliged Party shall confirm such disclosure of Business Secret in writing.

II.

1. The Obliged Party shall maintain confidentiality in respect of Business Secret and shall protect such Business Secret, preventing unauthorised third parties from accessing such Business Secrets or from allowing access to it. In this connection, the Obliged Party shall take appropriate preventive security measures, including measures in respect of possible use of electronic communications. Škoda may require additional security measures; if so, the Obliged Party shall be obliged to take such measures without undue delay. These measures must be specified in a schedule to this Agreement.

2. If required by Škoda, the Obliged Party shall, without undue delay, provide Škoda with a list of its employees and statutory body members to whomthe Business Secret has been disclosed.

3. The Obliged Party must keepBusiness Secret in locations that are not accessible by the third parties and must not provide the same to the third parties in any manner, directly or indirectly. After the lapse of the period for which a particular Business Secret has been provided, the Obliged Party has to return all relevant provided materials (including copies...) in their entirety to Škoda and permanently and provably erase the provided data; Škoda may decide in writing on some other way of handling the same. If and as requested by the Obliged Party, Škoda shall be obliged to confirm such return in writing.

4. The Obliged Party must immediately report any and all Business Secretrelated facts that may jeopardise its confidentiality, such as accidents or any interactions with journalists, photographers, loss of documents, etc. to the responsible employees of the department SO/Brand Security and Protection at Škoda(Phone: +420326812 316; Fax:+420326835075).

5. In the event that the Obliged Partyis to work with concealed cars, they are obliged, for the time when they are not handling the cars directly, to lock these cars and their components in a room which cannot be looked into or accessed by unauthorized persons or cover them completely with canvas.

Confidential vehicles may be driven or otherwise moved exclusively onto premises that have been specified by Škoda for that purpose.

6. The Obliged Party acknowledges that all premises used by Škoda are subject to a ban on creating image records (photographs, films…). Furthermore, it is prohibited to bring any image recording devices onto the premises of Technical Development and onto some other parts of Škoda premises and buildings. Any exceptions to the aforesaid bans are subject to Škoda's consent in writing - the Obliged Party has to request the cooperation of the responsible employees of the Brand Security and Protection department (SO) at Škoda and, if the Obliged Party needs to access research and development facilities, also the responsible employees of the Technological Development department (T) at Škoda.

7.Škoda is entitled to review and inspect the scope and status of the measures taken by the Obliged party in connection with the protection of Business Secret at any time. For that purpose, the Obliged Party shall provide Škoda with access to their premises to the necessary extent.

III.

1. This Agreement is concluded for a fixed term of five (5) years from the date of its signature. Even after the expiry of this period, the Obliged Party shall continue to maintain confidentiality of the Business Secret as defined by this Agreement.

2. The Obliged Party is not obliged to maintain confidentiality hereunder in respect of the information that have become generally known by other ways than breaching this Agreement and/or information that Škoda has expressly and in writing excluded from the scope of its Business Secret.

IV.

Should the Obliged Party breach the above provisions hereof, the Obliged Party shall immediately pay a contractual penalty of EUR 50,000for each case of such breach. The said penalty shall not affect the obligation to pay the damage in full, i.e., the damage compensation claim, if any, shall not be affected by this penalty.

1. All keys and cards (including electronic cards) provided by Škoda to the Obliged Party must be returned to Škoda in time. The Obliged Party must immediately report any loss to Škoda through a responsible employee of the department SO/Brand Security and Protection at Škoda, and pay the following contractual penaltiesto Škoda:

- EUR 10 for losing a card (except for electronic cards);

- EUR 25 for losing a key;

- EUR 50 for losing an electronic card

The said penalty shall not affect the obligation to pay full damage caused by such a loss, if any, that is in excess of the amount of the penalties specified in this paragraph.

2. In connection with keys, electronic cards and other cards provided to the Obliged Party, the Obliged Party has to keep a continuously updated list of its employees and/or statutory body members that have been provided with such items. If and as requested, such list must be provided to Škoda.

VI.

This agreement becomes valid and takes effect upon the date of its signature.

This agreement is signed in two counterparts, one for each of the two parties to the agreement.

Any modification, amendment or cancellation of the agreement, including a waiver of the requirement of writing form must be in writing.

This agreement, as well as all legal relations resulting from its breach, are governed by the laws of the Czech Republic Application of collision standards of private international law, as well as of Vienna Convention on International Sales of Goods is excluded. In case of any discrepancy arising from or in relation to this agreement the parties to this agreement respect the authority of respective Czech court of justice with jurisdiction over the registered office of ŠKODA AUTO.

All the issues not stipulated by this agreement are governed by the Act 89/2012 Coll., Civil Code, (“NCC” hereinafter) while explicitly excluding the application of Art. 1799 and Art.1800 NCC regarding adhesion contracts; also excluded is acceptance of any offer containing a deviation, including deviations not altering original conditions substantially. This also relates to any understanding modifying the present agreement.