Non-Disclosure Agreement

(Mutual Confidentiality Agreement)

1. Definitions

1.1 “Confidential Information” means all information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing or in any other form, that is marked or would reasonably be understood to be confidential, including business plans, customer lists, pricing, technical data, product roadmaps and the existence and terms of this Agreement.

1.2 Confidential Information does not include information that (a) is or becomes publicly available other than through breach of this Agreement; (b) was lawfully known to the receiving Party before disclosure; (c) is independently developed without reference to the Confidential Information; or (d) is lawfully obtained from a third party without restriction.

2. Obligations of Confidentiality

2.1 The Receiving Party shall hold the Confidential Information in strict confidence and shall not disclose it to any person other than its employees, officers and professional advisers who need to know it for the Purpose and who are bound by written obligations no less protective than those in this Agreement.

2.2 The Receiving Party shall protect the Confidential Information using at least the same degree of care it uses for its own confidential information of a similar nature, and in no event less than reasonable care.

2.3 The Receiving Party shall not use the Confidential Information for any purpose other than evaluating and pursuing the business relationship described in the Purpose.

3. Compelled Disclosure

3.1 If the Receiving Party is required by law, regulation or court order to disclose any Confidential Information, it shall, where legally permitted, give the Disclosing Party prompt written notice so that the Disclosing Party may seek a protective order, and shall disclose only that portion of the Confidential Information which it is legally required to disclose.

4. Term and Return of Information

4.1 This Agreement commences on the Effective Date and continues for three (3) years. The obligations of confidentiality survive for five (5) years after expiry or termination, and indefinitely in respect of trade secrets.

4.2 On written request, the Receiving Party shall promptly return or securely destroy all Confidential Information and certify in writing that it has done so, save for one archival copy retained solely to evidence compliance.

5. General

5.1 Nothing in this Agreement obliges either Party to enter into any further agreement. No licence under any intellectual property right is granted except the limited right to use the Confidential Information for the Purpose.

5.2 This Agreement is governed by the laws of England and Wales and the Parties submit to the exclusive jurisdiction of the courts of England and Wales.

5.3 This Agreement may be executed electronically and in counterparts, each of which is an original and all of which together constitute one instrument.