TERMS AND CONDITIONS CLIENTS

CONFIDENTIALITY, NON-DISCLOSURE, AND NON-COMPETE AGREEMENT (NDA / NCA)

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1. That the DISCLOSING PARTY, in the course of its business activity, has developed in the national and international market a well-known name, reputation, and goodwill, which it has obtained through the use of proprietary information. Such information constitutes a substantial asset whose value could be diminished if it is not kept confidential.
2. That it is of interest to each of the PARTIES to disclose and receive from the other such confidential information in order to enable the RECEIVING PARTY to adequately and sufficiently carry out the tasks required to perform a comprehensive analysis of the DISCLOSING PARTY.
3. Therefore, the PARTIES agree to enter into a confidentiality and non-disclosure agreement, which shall protect the DISCLOSING PARTY against disclosure and/or use of matters that, by reason of the functions of the recipient, are made known in whole or in part.

DEFINITIONS

Third Parties: Refers to any natural or legal person outside of the signatories of this Agreement, as well as their respective affiliates and subsidiaries, and the officers, directors, employees, agents, or successors of each of these persons.

Receiving Party: The party that receives confidential information, including that which the RECEIVING PARTY becomes aware of or develops during the term of this agreement or any others with the DISCLOSING PARTY.

Disclosing Party: The party that provides the other with confidential or private information regarding its business, contacts, suppliers, and, in general, any other information related to its contractual purpose.

Trade Secret: For purposes of this agreement, trade secret shall mean all knowledge concerning products or industrial processes, whose maintenance in secrecy provides its holder with an improvement, advance, or competitive advantage.

Intellectual Property: Any creation, invention, model, literary or artistic work, symbol, name, or image that may be protected or registered.

Confidential Information: Includes all information related to the company’s internal organization, finances, procedures, or service protocols, as well as suppliers, third parties, clients, designs, photographs, blueprints, drawings, formulas, specifications, codes, programming language, samples, reports, and business plans. Also included is information regarding commercial prices (including production costs or prices), studies, discoveries, inventions, ideas, business plans, technical information, service and product plans, marketing, projections, software, data, prototypes, trade secrets, utility models, industrial designs, patterns, molds, trend information, and market research.

Proprietary Information: The term proprietary or confidential information includes information that the DISCLOSING PARTY deems appropriate, necessary, and essential (all information disclosed for any reason, particularly that known as a result of any commercial or employment relationship with the DISCLOSING PARTY, including information obtained from third parties under a contractual framework with the DISCLOSING PARTY). Such information is intended to facilitate the description or identification of goods and/or services to be provided so they meet the needs of the PARTIES. This proprietary information includes, among others, internal organization (finances), procedures or service protocols (without violating the right to privacy and data protection of users, suppliers, third parties, clients, or patients), designs, formulas, photographs, blueprints, drawings, specifications, samples, reports, as well as information on commercial prices, production costs, studies, discoveries, inventions, client lists, client contact numbers, potential clients, potential companies, marketing information, ideas, business plans, technical and financial information, service and product plans, projections, software, data, prototypes, trade secrets, utility models, industrial designs, etc. All of these are classified by the PARTIES as trade secrets.

PROVISIONS

1. Purpose and Means of Disclosure: Regardless of the purpose and means of disclosure, whenever the DISCLOSING PARTY provides information to the receiving party by any possible means, including verbally, such information shall generally be considered confidential or private and may not be used for purposes other than performing the agreed procedure or business.
2. Prohibitions: The RECEIVING PARTY shall not disclose, in whole or in part, to any person or entity, nor transfer, use, appropriate, or copy for itself or for others, the information described as proprietary by the PARTIES. This information shall be safeguarded until the DISCLOSING PARTY requests its deletion or until the purpose for which it was delivered is concluded. The information delivered by the DISCLOSING PARTY may only be used by the RECEIVING PARTY for the benefit of the DISCLOSING PARTY.
3. Ownership: The RECEIVING PARTY acknowledges through this agreement that proprietary or confidential information is the property and confidential material of the DISCLOSING PARTY and shall at all times remain the sole and exclusive property of the DISCLOSING PARTY.
   Paragraph One: Nothing contained in this document shall create or transfer any ownership rights, nor full or partial licenses, over the proprietary or confidential information of the DISCLOSING PARTY to the RECEIVING PARTY, beyond the express purposes indicated herein.
4. The RECEIVING PARTY undertakes to handle and maintain in absolute secrecy and confidentiality the technical and/or commercial information provided by the other party and defined as secret or confidential in this agreement, under penalty of breach and the exercise of legal actions to compensate for any damage that may have been caused.
5. Term: This agreement shall take full effect between the PARTIES from the date of signature and indefinitely.
6. Confidential Information: Any information that the RECEIVING PARTY, by virtue of performing any commercial or employment agreement with the DISCLOSING PARTY, has access to must always be treated as Confidential Information. The RECEIVING PARTY shall take the same measures as a diligent person exercises with respect to their own confidential information. Violation of this provision shall constitute a breach, making the penalty clause enforceable and giving rise to civil and/or criminal indemnification actions, as the case may be.
   
   ‍Paragraph One: Excluded from confidentiality obligations is information that:‍

1. Is public domain at the time of disclosure to the RECEIVING PARTY, or subsequently becomes public domain, provided it is not due to acts or omissions of the PARTIES;
2. Was in possession of the RECEIVING PARTY at the time of disclosure;
3. Is lawfully disclosed by third parties not acting directly or indirectly on behalf of the PARTIES, without restrictions on use or disclosure;
4. Was independently developed by the RECEIVING PARTY, as evidenced in writing, without reference to Confidential Information;
5. The RECEIVING PARTY is compelled to disclose under a court order or arbitration ruling, but only to the extent required, provided that the RECEIVING PARTY first notifies the DISCLOSING PARTY in writing so that the latter may seek appropriate protective measures;
6. Has been previously authorized or approved in writing for disclosure by the DISCLOSING PARTY, subject to the limits and conditions set in such authorization.

‍Paragraph One: Excluded from confidentiality obligations is information that:

1. Is public domain at the time of disclosure to the RECEIVING PARTY, or subsequently becomes public domain, provided it is not due to acts or omissions of the PARTIES;
2. Was in possession of the RECEIVING PARTY at the time of disclosure;
3. Is lawfully disclosed by third parties not acting directly or indirectly on behalf of the PARTIES, without restrictions on use or disclosure;
4. Was independently developed by the RECEIVING PARTY, as evidenced in writing, without reference to Confidential Information;
5. The RECEIVING PARTY is compelled to disclose under a court order or arbitration ruling, but only to the extent required, provided that the RECEIVING PARTY first notifies the DISCLOSING PARTY in writing so that the latter may seek appropriate protective measures;
6. Has been previously authorized or approved in writing for disclosure by the DISCLOSING PARTY, subject to the limits and conditions set in such authorization.
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7. Territorial Scope: Given the importance and relevance of the confidential information disclosed by the DISCLOSING PARTY, this agreement shall apply in all countries where the RECEIVING PARTY conducts business activities.
8. ‍Dispute Resolution: This Confidentiality Agreement is private in nature and subject to Colombian law. The PARTIES agree to submit any dispute, difference, or claim arising from this Agreement (including its formation, validity, enforceability, interpretation, performance, breach, or termination, as well as extra-contractual claims) to direct settlement within fifteen (15) calendar days from the date the dispute is raised. If unresolved within that period, the matter shall be referred to conciliation as an alternative dispute resolution mechanism, with one (1) conciliator appointed by the Chamber of Commerce of Cali.
9. ‍Termination: This Agreement may be terminated, in addition to any other grounds provided by applicable law, under the following:
   • By mutual agreement of the PARTIES, evidenced by a written document signed by both.
   • By total or partial breach by the RECEIVING PARTY of any obligations under this Agreement, if such breach is not remedied within ten (10) calendar days of written request for cure, unless such breach is incurable or renders performance impossible for the DISCLOSING PARTY, in which case termination may be immediate, without prejudice to claims for damage.
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10. Validity: This Agreement, together with its annexes, constitutes the entire agreement between the PARTIES, superseding any prior agreements or communications, oral or written, relating to its subject matter. Any amendment shall be made only by a written instrument signed by authorized representatives of the PARTIES.
11. ‍Survival of Obligations: All provisions of this Agreement that give rise to obligations to be fulfilled after its execution or termination shall survive and remain fully valid, in particular confidentiality.
    

GENERAL AGREEMENT, CONSIDERATIONS AND DECLARATIONS

1. That GRUPO ARANGO TESSONE SAS – GAT FASHION LAB is interested in selling its products and services to THE CLIENT, during the execution of this Agreement and thereafter, as required for the proper fulfillment of the obligations set forth herein.
2. All the information provided by THE CLIENT to GRUPO ARANGO TESSONE SAS – GAT FASHION LAB is truthful and supported by the necessary documents and evidence to demonstrate its validity.

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1. OBJECT. THE CLIENT commits to GRUPO ARANGO TESSONE SAS – GAT FASHION LAB to comply with the deadlines, terms, and conditions required by GRUPO ARANGO TESSONE SAS – GAT FASHION LAB in this document. To ensure proper execution of the Agreement, GRUPO ARANGO TESSONE SAS – GAT FASHION LAB shall appoint a contractual supervisor, whose duties shall be detailed herein.‍
2. TERM OF EXECUTION: The term of execution of this Agreement shall be indefinite.
3. VALUE: THE CLIENT shall pay GRUPO ARANGO TESSONE SAS – GAT FASHION LAB the full amount corresponding to all purchase orders received and accepted during the term of this Agreement. Paragraph One: The value of this Agreement includes all direct and indirect expenses arising from the conclusion, execution, and settlement of the Agreement.
4. PAYMENT METHOD: THE CLIENT shall make payments to GRUPO ARANGO TESSONE SAS – GAT FASHION LAB in accordance with the purchase orders and/or sales orders, where the forms, terms, and payment conditions shall be stipulated. Paragraph 1 – Non-Modification: Once a purchase order and/or sales order has been received and accepted, it may not be modified in whole or in part by THE CLIENT. Should there be a need to modify prices, values, design, raw materials, qualities, or processes, such modifications must be mutually agreed upon and notified via email to GRUPO ARANGO TESSONE SAS – GAT FASHION LAB. The company shall make the requested adjustments, and if these generate changes in costs or the need to make new samples, GRUPO ARANGO TESSONE SAS – GAT FASHION LAB shall provide the Client with a new quotation and update the prices in the order, including the modified elements.
5. COMPETITION AND COMMERCIAL PRACTICES: By signing this Agreement, THE PARTIES confirm their intent to act within the framework of good faith and commercial custom, declaring that they will conduct their commercial practices and relationships based on collaboration and respect for mutual fair and responsible competition.
6. GENERAL OBLIGATIONS OF THE CLIENT: THE CLIENT, during the execution of this Agreement, commits to:
   1. Fully comply with the provisions of this Agreement in a timely manner, within the established term.
   2. Pay the full invoice amount, including applicable taxes, within the agreed deadlines.
   3. Perform all other activities necessary to achieve full and proper compliance with its obligations, even if not specifically stated herein, provided they are inherent to the nature and scope of this Agreement.
   4. Fulfill all other obligations set forth in this Agreement, as well as those established under Colombian law for this type of contract.
7. BREACH: If THE CLIENT breaches, in whole or in part, the deadlines and conditions set forth in this Agreement, it shall indemnify GRUPO ARANGO TESSONE SAS – GAT FASHION LAB for all damages caused. This indemnity shall include both lost profits and direct damages. THE PARTIES waive any requirement of formal notice of default or prior requisites to judicially enforce the terms hereof.
8. STORAGE OF MATERIALS AND/OR FINISHED PRODUCTS: While THE CLIENT’s materials and/or finished products remain in the possession of GRUPO ARANGO TESSONE SAS – GAT FASHION LAB, the company must store them and take all necessary precautions to avoid deterioration or loss. If the delivery and/or collection period agreed upon with THE CLIENT is extended for reasons beyond the control of GRUPO ARANGO TESSONE SAS – GAT FASHION LAB, the company shall charge a fee for storage and/or warehousing.
9. OBLIGATIONS OF GRUPO ARANGO TESSONE SAS – GAT FASHION LABThe company agrees to:
   1. Make available to THE CLIENT all necessary documentation, designs, and related materials for proper execution of this Agreement.
   2. Deliver each order in accordance with the purchase orders and/or sales orders.
      • Paragraph: Any defect in garments produced shall be the sole responsibility of GRUPO ARANGO TESSONE SAS – GAT FASHION LAB, including all expenses incurred as a result.
   3. Acquire the supplies necessary for the manufacture of garments, where applicable.
   4. Fulfill all other obligations established herein, as well as those under Colombian law.
   5. Manufacture the goods under the Agreement in accordance with the agreed specifications contained in the sales order and/or purchase order, which form part of this Agreement.
   6. Deliver within the agreed timeframes.
10. CLIENT INDEPENDENCE AND EXCLUSION OF EMPLOYMENT RELATIONSHIP: THE CLIENT shall act with full autonomy and shall not be subject to subordination or dependence with GRUPO ARANGO TESSONE SAS – GAT FASHION LAB. Rights shall be limited to requiring compliance with the obligations established herein. It is expressly understood that no employment relationship shall exist between GRUPO ARANGO TESSONE SAS – GAT FASHION LAB and THE CLIENT, or any personnel used by the Client in executing this Agreement.
11. ECONOMIC BALANCE AND OBLIGATION TO MAINTAIN IT: “Economic balance” shall be understood as the equivalence in the value of reciprocal obligations of THE PARTIES, ensuring and maintaining the economic utility of this Agreement.
    
    THE CLIENT and GRUPO ARANGO TESSONE SAS – GAT FASHION LAB agree to take all necessary measures to maintain the economic balance of this Agreement. If any event or circumstance causes imbalance, THE PARTIES shall have up to 30 days to agree on corrective measures. If no agreement is reached, GRUPO ARANGO TESSONE SAS – GAT FASHION LAB may terminate the Agreement without any indemnity or penalty.
12. ‍THE CLIENT may not assign this Agreement, in whole or in part, or its annexes.
13. TERMINATION CAUSES: The Agreement shall terminate under the causes established by law for service agreements, and specifically for:
    1. Mutual agreement of THE PARTIES.
    2. Total or partial breach by THE CLIENT, especially regarding obligations of the Agreement.
    3. Mandatory liquidation of either party.
    4. Force majeure or unforeseeable events that prevent execution.
14. FORCE MAJEURE, UNFORESEEABLE EVENTS, AND EXCESSIVE BURDEN: THE PARTIES shall not be liable for total or partial breach due to force majeure or unforeseeable events, defined as extraordinary, unforeseeable, and unavoidable events preventing performance, including but not limited to: earthquakes, floods, wars, terrorism, sabotage, strikes, shortages, or impossibility of obtaining transport services.
15. DISPUTE RESOLUTION: Any controversy arising from the interpretation, execution, or settlement of this Agreement shall be resolved as follows:
    1. Initially through conciliation.
    2. If unsuccessful, the matter shall be submitted to an arbitration tribunal in law, subject to Colombian regulations:
       • The tribunal shall consist of one (1) arbitrator.
       • The arbitrator shall be appointed by the Chamber of Commerce of Cali.
       • Proceedings shall follow the Chamber of Commerce’s rules.
       • Costs shall be borne by the losing party.
       • The tribunal shall rule in law.
       • Venue: Cali, Colombia.
16. LEGAL REGIME: This Agreement is governed by commercial law, and secondarily, by the civil code and other applicable Colombian regulations.
17. DOMICILE: The domicile for this Agreement shall be Cali (Valle), Colombia.
18. NOTIFICATIONS: for notices:
    • GAT: info@gat.com.co
    • CLIENT: the email address provided in the Client registration form.
19. CONTRACTUAL MODIFICATIONS: Any modification shall be in writing, signed by both parties, and duly documented.
20. EXECUTIVE MERIT: This Agreement constitutes an enforceable title since it establishes clear, express, and enforceable obligations.
21. NO COMMERCIAL PREMIUM: Execution of this Agreement shall not give rise to any commercial goodwill (“prima comercial”).
22. JOINT LIABILITY: If GAT is sanctioned, fined, or condemned due to actions, omissions, or liabilities attributable to THE CLIENT, the Client shall assume 100% of such costs, authorizing GAT to pursue recovery.
23. AGREEMENT DOCUMENTS: Integral documents include:
    • Completed and signed Client Registration
    • NDA/NCA
    • Data Authorization (Habeas Data)
    • Data Treatment Policies
    • Credit Application and Risk Bureau Consent
    • Promissory Note signed by Client
    • Quotations
    • Purchase orders / Sales orders
    • Technical or design sheets
    • Sketches
    • 3D samples, digital or mockups
    • Physical samples
    • Proformas
    • Invoices and delivery notes
    • Returns and claims policy
    • Sampling policies
24. EXECUTION: This Agreement becomes binding upon signature by THE CLIENT and submission of required documents.
25. LIABILITY EXCLUSION: GAT shall not be responsible for sanctions, fines, claims, or liabilities attributable to THE CLIENT. It shall not be jointly liable for Client actions/omissions.
26. RIGHT OF RETENTION: THE CLIENT authorizes GAT to exercise retention rights indefinitely over elements covered by this Agreement until all obligations are paid.
27. ENTIRE AGREEMENT: This Agreement and its annexes constitute the full agreement, superseding all prior arrangements.
28. FRAUD PREVENTION DECLARATION: THE PARTIES declare that:
    1. Their assets and activities do not derive from fraud, bribery, or corruption.
    2. They have no history of sanctions or ongoing investigations related to such activities.
    3. They will adopt proper prevention and detection procedures.
    4. Any suspicion of fraud will be reported immediately.
    5. They will cooperate with any investigations.
    If these statements cease to be valid, GAT may unilaterally terminate this Agreement without compensation.
29. FUNDS ORIGIN DECLARATION: THE CLIENT declares, under oath, that all funds used to pay GAT come from lawful sources, in compliance with anti-money laundering and terrorism financing regulations.