(A) The Parties are engaged in discussions in contemplation of the possibility of entering into a business relationship (“the Purpose”).

(B) In the course of dealings between the Parties the Receiving Party (as defined herein) may have access to, or have disclosed to it, Confidential Information (as defined herein). The Parties wish to establish and set out the Receiving Party’s obligations with respect to such Confidential Information.

(C) The Parties to this Agreement acknowledge that the consideration for their respective undertakings, given under this Agreement, are the undertakings given under this Agreement by the other Party.

1.1 “Confidential Information” shall mean any and all technical and non-technical information belonging to the Disclosing Party and which relates to the business or products of the Disclosing Party, its subsidiaries and/or associated companies or any other person (whether corporate or not) with whom the Disclosing Party may be in commercial co-operation or association (regardless of whether such information is protectable under copyright, patent or trade mark and/or trade secret doctrine) and is supplied by the Disclosing Party to the Receiving Party either directly or indirectly whether before or after the date of this Agreement or as a result of visits by the Receiving Party to the premises of the Disclosing Party, including but not limited to, copyright, trade secret and proprietary information, techniques, sketches, drawings, design specifications, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programmes, codes, methods, software source documents and formulae relating to current, future and proposed products and services of the Disclosing Party, and includes, without limitation, its information concerning research, experimental work, statistics, development, design details and specifications, engineering, 

Financial information, procurement requirements, purchasing, manufacturing, customer lists, business forecasts, sales and merchandising and marketing plans and information, personnel information, personal data and all other aspects of the Disclosing Party’s business or affairs, including, without limitation, its assets, liabilities, profitability, prices, policies and financial position and the fact that Confidential Information has been received by the Receiving Party, that discussions have been held between the Parties or any terms, conditions or other facts with respect to the Purpose, including the status thereof, have been disclosed. Confidential Information may be communicated in written, visual, electronic or oral form;

1.2 “Disclosing Party” means each of the Parties to the extent that they disclose

to the other Confidential Information;

1.3 “Receiving Party” means each of the Parties to the extent that they receive

or deduce from the other Confidential Information.

2.1 In consideration of the Parties complying with their mutual obligations under this Agreement, the Receiving Party agrees and undertakes, with respect to any Confidential Information received by it from the Disclosing Party:

2.1.1 to examine and use all Confidential Information of the other only in furtherance of the Purpose between the Parties, and not to use the Confidential Information for its own benefit or to compete or obtain advantage vis a vis the Disclosing Party in any commercial activity or transaction which may adversely affect that Party or to disclose such Confidential Information to any third party;

2.1.2 to receive and hold the Confidential Information in the strictest confidence and to maintain as confidential all Confidential Information that it may acquire in any manner;

2.1.3 to ensure all reasonable security precautions in the safekeeping of the Confidential Information are applied by the Receiving Party’s employees, agents and sub contractors so as to prevent disclosure of such Confidential Information to third parties. The Receiving Party will take all reasonable necessary steps to ensure that its employees, agents and sub contractors respect the obligations of non-use and non-disclosure provided herein;

2.1.4 not to copy, reproduce or reduce to writing any part of the Confidential Information except as may be reasonably necessary pursuant to 2.1.1 above and to ensure that any copies, reproductions or reductions to writing so made shall be the property of the Disclosing Party;

2.1.5 not to use or disclose any of the Confidential Information in whole or in part either directly or indirectly in any shape or form except as permitted in accordance with clause 2.1.1 above;

2.1.6 to deliver up to the Disclosing Party all documents and other material in the possession, custody or control of the Receiving Party that bear or incorporate any part of the Confidential Information within ten (10) days of receipt of the Disclosing Party’s written request and to retain no copies or reproductions thereof;

2.1.7 to immediately expunge upon receipt of the Disclosing Party’s written request all Confidential Information from any computer, word processor or other device or media containing it;

2.1.8 to certify in writing to the Disclosing Party that the terms of this Agreement have been complied with upon request; and

2.1.9 to maintain all confidential or proprietary markings placed upon or contained within any Confidential Information, and to refrain from removing, destroying or rendering illegible any such markings.

2.2 To secure the confidentiality attaching to the Confidential Information, the Receiving Party shall keep all documents and other materials bearing or incorporating any of the Confidential Information at the usual place of business of the Receiving Party.

3.1 The Receiving Party shall not be obliged to treat as confidential any Confidential Information which:

3.1.1 is to be disclosed by court order or as otherwise required by law provided, however, that in such case the Receiving Party will give prompt notice to the Disclosing Party prior to any such disclosure to allow the Disclosing Party to intervene and protect its interests in the Confidential Information, should the Disclosing Party so desire;

3.1.2 is in the public domain or subsequently comes into the public domain other than as a result of a breach by the Receiving Party or the Receiving Party’s employees, agents or sub contractors;

3.1.3 the Receiving Party can prove by documentary evidence produced to the Disclosing Party within 28 days of disclosure is already known to the Receiving Party or any of its employees, agents or advisors and at its free disposal before its disclosure under this Agreement to the Receiving Party; and

3.1.4 comes into the knowledge of the Receiving Party or its employees, agents or advisors after the date of this Agreement and is disclosed other than as a result of any breach of confidentiality.

3.2 The Receiving Party’s obligations shall only extend to Confidential Information that:

3.2.1 comprises specific materials detailed in clause 1.1;

3.2.2 is marked confidential at the time of disclosure; or

3.2.3 is unmarked (e.g. orally disclosed) but treated as confidential at the time of disclosure.

Without prejudice to the generality of clause 3.1.2 information shall not be deemed to be in the public domain by reason only that it is known to only a few of those people to whom it might be of commercial interest, and a combination of two or more portions of the Confidential Information shall not be deemed to be in the public domain by reason only of each separate portion being so available.

Any Confidential Information disclosed under this Agreement shall remain the property of the Disclosing Party. The Receiving Party shall have no rights in respect of the Confidential Information other than a licence to use the same in accordance with the terms of this Agreement.

The Receiving Party understands and acknowledges that the Disclosing Party shall not be deemed to make any representations or warranties, express or implied, as to the accuracy or completeness of the Confidential Information and that the Disclosing Party shall not have any liability to the Receiving Party resulting from the use thereof. Only those representations or warranties which are made by the Disclosing Party in a final definitive agreement regarding the Purpose, when, as and if executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect.

7.1 For any personal data processed by the Receiving Party in connection with the Purpose (“Personal Data”), the parties agree that the Disclosing Party shall be a data controller and the Receiving Party a data processor.

7.2 The Receiving Party shall only process Personal Data on instructions from the Disclosing Party. Unless otherwise agreed in writing, the Receiving Party shall only process and disclose Personal Data as is reasonably necessary for the purpose of the performance of its obligations under the Agreement or as is required by law or any regulatory body.

7.3 The Receiving Party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to Personal Data. Having

regard to the state of technological development and the cost of implementing any measures, the Receiving Party shall implement measures to ensure a level of security appropriate to the harm that might result from unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the Personal Data to be protected.

7.4 The Receiving Party may disclose the Personal Data to those of its employees and temporary contractors as it reasonably considers necessary for the purpose of the performance of its obligations under this Agreement. The Receiving Party shall take reasonable steps to ensure the reliability of any of its employees and temporary contractors who have access to the Personal Data.

7.5 Words and expressions defined in the Data Protection Act 2018 shall have the same meaning in this Agreement.

This Agreement constitutes the entire understanding between the Parties in respect of the obligations of confidentiality and restrictions accepted by them in relation to the Purpose and the ownership of Confidential Information.

Without prejudice to the specified term of clause 8, this Agreement shall continue to apply without limit in point of time except as may otherwise be agreed in writing between the Parties. Upon termination or expiry of this Agreement or as soon as practicable thereafter, the Receiving Party shall, at the Disclosing Party's direction, destroy or return all the Confidential Information which the Disclosing Party has disclosed to it under or pursuant to this Agreement.

If any provision of this Agreement is found by any court of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement which shall remain in full force and effect. Where relevant, the Parties shall use their reasonable endeavours to find a new stipulation resembling the invalid one in its commercial consequence as much as possible.

The Parties agree that in the event of a breach or threatened breach of the terms of this Agreement, the Disclosing Party will be entitled to specific performance, injunctive relief (without proof of special damage) or other equitable relief prohibiting any actual or threatened breach of this Agreement. Any such equitable remedy shall be in addition to and not in lieu of, other appropriate relief at law to which the Disclosing Party may be entitled.

No Party to this Agreement shall assign any of its rights or obligations hereunder, without the prior written consent of the other Party hereto, which consent shall not be unreasonably withheld.

Both Parties shall adhere to all applicable laws, regulations and rules relating to the protection of data under this Agreement and in relation to the export of such data.

This Agreement is neither intended to nor will it be construed as creating a joint venture, partnership, agency or other form of business association between the Parties, nor an obligation to buy or sell products using or incorporating the Confidential Information.

The failure of the Disclosing Party to enforce any rights resulting from any breach of any term or provision of this Agreement by the Receiving Party will not be deemed a waiver of any right relating to a subsequent breach of such provision or of any other right hereunder.

This Agreement is governed and construed in accordance with English law and the parties submit to the exclusive governance of the English Courts.