Mutual Non-Disclosure Agreement

"Confidential Information" means any non-public information disclosed by one Party (the "Discloser") to the other (the "Recipient") in connection with the Purpose, in any form — written, oral, visual, electronic or otherwise — whether or not it is marked confidential.

It includes, without limitation: business and financial information, pricing, forecasts, customer and supplier lists, product plans, designs, source code, algorithms, technical data, know-how, personnel information, and the existence and contents of any discussions between the Parties about the Purpose.

This Agreement takes effect on and continues for unless the Parties end it earlier in writing.

The Recipient's obligations under clauses 3 and 4 survive the end of this Agreement and continue for from the date the relevant Confidential Information was disclosed. Obligations relating to information that qualifies as a trade secret continue for as long as it remains a trade secret under applicable law.

The Recipient shall keep all Confidential Information strictly confidential, take at least the same care with it as it takes with its own confidential information (and in no event less than reasonable care), and not disclose it to any third party except as permitted by this Agreement.

The Recipient may disclose Confidential Information to those of its employees, officers, directors, professional advisers and contractors who need it for the Purpose, provided each of them is bound by confidentiality obligations at least as protective as those in this Agreement. The Recipient remains responsible for any breach by those people.

The Recipient shall use Confidential Information only for the Purpose. It shall not use Confidential Information for its own commercial advantage, to compete with the Discloser, or to reverse engineer, decompile or analyse any product, sample or material provided by the Discloser.

Nothing in this Agreement obliges either Party to disclose any particular information, to proceed with the Purpose, or to enter into any further agreement.

The obligations in this Agreement do not apply to information that the Recipient can show:

1. was already lawfully known to it, without any duty of confidentiality, before the Discloser disclosed it;

2. is or becomes public through no act or omission of the Recipient;

3. is lawfully received from a third party who is free to disclose it; or

4. was independently developed by the Recipient without reference to the Confidential Information.

If the Recipient is required by law, regulation, court order or a regulator to disclose Confidential Information, it may do so — but only to the extent required, and it shall (where lawful and practicable) notify the Discloser first so the Discloser has an opportunity to seek protective treatment.

On the Discloser's written request, or when this Agreement ends, the Recipient shall promptly return or destroy all Confidential Information in its possession, including any copies, notes and derived material, and confirm in writing that it has done so.

The Recipient may retain one copy to the extent required by law or its ordinary backup and record-retention policies. Anything retained remains subject to this Agreement for as long as it is retained.

All Confidential Information remains the property of the Discloser. Nothing in this Agreement grants the Recipient any licence or right in any patent, copyright, trade mark, trade secret or other intellectual property of the Discloser.

Confidential Information is provided "as is". Neither Party gives any warranty as to its accuracy or completeness.

Each Party acknowledges that damages alone may not be an adequate remedy for a breach of this Agreement, and that the Discloser may seek injunctive or other equitable relief in addition to any other remedy available to it.

This Agreement and any dispute arising out of it are governed by the laws of . The Parties submit to the exclusive jurisdiction of the courts of .

This Agreement is the entire agreement between the Parties about the confidentiality of information disclosed for the Purpose, and replaces any earlier understanding on that subject. It may only be amended in writing signed by both Parties.

Neither Party may assign this Agreement without the other's written consent. If any provision is held unenforceable, the rest continues in force. A failure to enforce any provision is not a waiver of it.

This Agreement may be signed in counterparts and by electronic signature, each of which is an original and all of which together form one agreement.