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PURPOSE

The parties wish to explore evaluation of a technology licensing or transfer opportunity (the "Permitted Purpose"). In connection with the Permitted Purpose the Disclosing Party may disclose Confidential Information to the Receiving Party. This Agreement sets out the terms on which such information is disclosed, received, used and protected, giving contractual effect to, and in addition to, the duties owed in equity under the common law duty of confidence (see Coco v A. N. Clark (Engineers) [1968] FSR 415).

DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means any non-public information, in any form or medium, disclosed by or on behalf of the Disclosing Party to the Receiving Party before, on or after the date of this Agreement, whether marked as confidential or reasonably understood to be confidential having regard to its nature and the circumstances of disclosure. Without limitation, Confidential Information includes: business and marketing plans; financial data and forecasts; technical specifications, know-how, source code and algorithms; customer, supplier and prospect lists; pricing; research and development; personnel information; and any information qualifying as a "trade secret" under regulation 2 of the Trade Secrets (Enforcement, etc.) Regulations 2018. The Disclosing Party confirms that it takes reasonable steps, within the meaning of regulation 2(1)(c) of those Regulations, to keep such information secret.

OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party shall: (a) hold all Confidential Information in strict confidence; (b) not disclose any Confidential Information to any third party except as expressly permitted under this Agreement; (c) use the Confidential Information solely for the Permitted Purpose and for no other purpose; (d) protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information of a similar nature, and in any event with no less than reasonable care and such measures as are required to preserve its status as a trade secret where applicable; and (e) limit access to Confidential Information to those of its directors, officers, employees, workers and professional advisers who have a genuine need to know it for the Permitted Purpose and who are bound by obligations of confidentiality no less onerous than those in this Agreement. The Receiving Party is responsible for any breach of this Agreement caused by any person to whom it makes onward disclosure.

TERM AND SURVIVAL OF OBLIGATIONS

This Agreement takes effect on the Effective Date and shall remain in force for 2 years, unless terminated earlier by mutual written agreement. The obligations of confidentiality, non-use and return or destruction set out in this Agreement shall survive expiry or termination and continue for a further three (3) years; provided that, in respect of any Confidential Information which constitutes a trade secret within the meaning of the Trade Secrets (Enforcement, etc.) Regulations 2018, the obligations shall continue for so long as the information retains that status.

EXCEPTIONS TO CONFIDENTIALITY

The obligations under this Agreement shall not apply to information which the Receiving Party can demonstrate by contemporaneous written records: (a) is or becomes generally available to the public otherwise than through a breach of this Agreement; (b) was lawfully in its possession before receipt from the Disclosing Party and free of any duty of confidence; (c) is lawfully received from a third party entitled to disclose it without restriction; (d) is independently developed by the Receiving Party without reference to or use of the Confidential Information; or (e) is required to be disclosed by law, regulation, any court of competent jurisdiction, or any governmental or regulatory authority (including HMRC, FCA or the Information Commissioner's Office). Where practicable and lawful, the Receiving Party shall give the Disclosing Party prompt written notice of any such legal requirement so that the Disclosing Party may seek a protective order or other appropriate remedy, and shall disclose only the minimum information required.

PROTECTED DISCLOSURES AND STATUTORY CARVE-OUTS

Nothing in this Agreement prevents or restricts the Receiving Party (or any individual bound by it) from: (a) making a protected disclosure within the meaning of Part IVA of the Employment Rights Act 1996 (as inserted by the Public Interest Disclosure Act 1998); (b) reporting a criminal offence or misconduct, including any offence under the Bribery Act 2010, to the police, Serious Fraud Office, HMRC or any other law enforcement or regulatory authority; (c) cooperating with any investigation by a regulator or statutory body; (d) making a disclosure required by the Equality Act 2010 to evidence or challenge conduct amounting to discrimination, harassment or victimisation; (e) seeking legal, medical or counselling advice under an obligation of confidence; or (f) making any disclosure required by law or by order of a court of competent jurisdiction. This clause prevails over every other provision of this Agreement.

PERMITTED DISCLOSURE TO ADVISERS AND SUBCONTRACTORS

The Receiving Party may disclose Confidential Information to its professional advisers (legal, financial, tax and accounting) and to approved subcontractors provided that each such recipient: (a) has a genuine need to know the information for the Permitted Purpose; (b) is bound by written confidentiality obligations at least as protective as those set out in this Agreement, or by an equivalent professional duty of confidence; and (c) in the case of subcontractors, has been approved in advance in writing by the Disclosing Party (such approval not to be unreasonably withheld). The Receiving Party remains fully liable for the acts and omissions of any such adviser or subcontractor as if they were its own.

DATA PROTECTION

To the extent that any Confidential Information contains personal data (as defined in Article 4(1) of the UK GDPR), each party shall comply with its obligations under the UK GDPR, the Data Protection Act 2018 and any applicable codes of practice issued by the Information Commissioner's Office. Where a party acts as a controller or processor in respect of such personal data, the parties shall enter into such further data processing or controller-to-controller arrangements as are required under Article 28 or Article 26 UK GDPR before any transfer of personal data takes place. Neither party shall transfer personal data outside the United Kingdom otherwise than in accordance with Chapter V of the UK GDPR (including reliance on UK adequacy regulations or the International Data Transfer Agreement).

RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION

Upon written request by the Disclosing Party, or on expiry or termination of this Agreement, the Receiving Party shall promptly return or, at the Disclosing Party's election, destroy all materials containing Confidential Information, together with all copies, notes, summaries and extracts. The Receiving Party shall, if requested, provide a signed certificate confirming compliance. The obligation does not apply to: (i) copies retained on routine back-up systems subject to overwrite in the ordinary course (which shall remain subject to this Agreement until deleted); and (ii) any information the Receiving Party is required to retain by law, regulation or internal compliance policy, which shall remain subject to this Agreement for so long as it is retained.

NO LICENCE AND NO WARRANTY

All Confidential Information remains the property of the Disclosing Party. Nothing in this Agreement grants the Receiving Party any licence, assignment or other right (express or implied) in respect of any intellectual property rights in the Confidential Information, save the limited right to use it for the Permitted Purpose. The Disclosing Party gives no warranty, express or implied, as to the accuracy or completeness of any Confidential Information; the Receiving Party assumes all responsibility for decisions taken on the basis of it. This clause does not limit any liability for fraud or fraudulent misrepresentation.

NO PUBLICITY

Neither party shall make any public announcement, press release or marketing communication concerning the existence or subject matter of this Agreement or the Permitted Purpose without the prior written consent of the other party, save where such disclosure is required by law or the rules of any recognised stock exchange.

REMEDIES FOR BREACH

The Receiving Party acknowledges that damages alone may not be an adequate remedy for breach or threatened breach of this Agreement. Accordingly, the Disclosing Party shall, in addition to any other rights and remedies, be entitled to seek all relief available at law or in equity, including an account of profits. Without prejudice to the foregoing, the Disclosing Party shall be entitled to apply to any court of competent jurisdiction for injunctive relief (including interim, interlocutory and final injunctions and, where appropriate, springboard relief) under section 37 of the Senior Courts Act 1981 and Part 25 of the Civil Procedure Rules, without having to prove that damages would be an inadequate remedy and without the need to provide any security for costs. The Receiving Party shall indemnify the Disclosing Party for all reasonable legal costs (including counsel's fees) incurred on an indemnity basis in enforcing this Agreement or in obtaining any relief for breach. Claims arising from a misuse of trade secrets may also be pursued under the Trade Secrets (Enforcement, etc.) Regulations 2018.

DISPUTE RESOLUTION

Before commencing court proceedings (other than for urgent injunctive relief), the parties shall attempt in good faith to resolve any dispute arising under this Agreement by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. If the dispute is not resolved within 30 days of the commencement of the mediation, either party may commence proceedings in the courts of England and Wales.

GOVERNING LAW AND JURISDICTION

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim, save that the Disclosing Party may seek injunctive or equivalent relief in any court of competent jurisdiction.

GENERAL PROVISIONS

Entire agreement: This Agreement constitutes the entire agreement between the parties in respect of its subject matter and supersedes all prior negotiations, representations and understandings (whether written or oral), save that nothing in this clause limits any liability for fraud or fraudulent misrepresentation.

Variation: No variation of this Agreement is effective unless made in writing and signed by or on behalf of both parties.

Waiver: No failure or delay in exercising any right under this Agreement operates as a waiver, nor does any single or partial exercise prevent any further exercise of that or any other right.

Severance: If any provision is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

Assignment: Neither party may assign, transfer or sub-contract any of its rights or obligations under this Agreement without the prior written consent of the other party.

Third-party rights: A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

Counterparts: This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, and all counterparts together shall constitute one and the same instrument. Delivery of an executed counterpart by email (PDF) or qualified electronic signature is effective as delivery of an executed original.