MUTUAL NON-DISCLOSURE AGREEMENT

This Agreement is made on [effectiveDate] between:

(1) [partyAName] of [partyAAddress] ("Party A"); and

(2) [partyBName] of [partyBAddress] ("Party B").

Each a "Party" and together the "Parties".

1. Purpose

1.1. The Parties wish to share confidential information for the following purpose: [purpose] (the "Purpose").

2. Definition of Confidential Information

2.1. "Confidential Information" means any information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party"), whether before or after the date of this Agreement, in any form (oral, written, electronic) that is:

(a) marked or identified as confidential at the time of disclosure;

(b) provided in circumstances importing an obligation of confidence; or

2.2. Confidential Information includes, without limitation: business plans, financial information, customer lists, technical data, source code, know-how, pricing, strategies, and personal data.

3. Obligations of the Receiving Party

3.1. The Receiving Party shall:

(a) keep all Confidential Information strictly confidential;

(b) use the Confidential Information solely for the Purpose;

(c) protect the Confidential Information using at least the same degree of care it uses for its own confidential information of a similar kind, and in any event no less than a reasonable degree of care;

(d) not copy, reproduce, or distribute the Confidential Information except as necessary for the Purpose;

(e) not disclose the Confidential Information to any third party except to those of its employees, professional advisers, contractors and group companies who:

(i) need to know it for the Purpose; and

(ii) are bound by written or professional duties of confidentiality at least as stringent as those in this Agreement.

3.2. The Receiving Party is responsible for any breach of this Agreement caused by anyone to whom it discloses Confidential Information.

4. Exceptions

4.1. The obligations in clause 3 do not apply to information that:

(a) is or becomes publicly available without breach of this Agreement;

(b) the Receiving Party can show was already in its possession before disclosure under this Agreement, free of any obligation of confidentiality;

(d) is rightfully received from a third party without a duty of confidentiality; or

(e) is required to be disclosed by law, regulation, or order of a competent court or regulator. In such case, the Receiving Party shall (where lawful and practicable) notify the Disclosing Party in advance and cooperate in seeking protective treatment.

5. No Licence

5.1. Nothing in this Agreement transfers any intellectual property rights or grants any licence other than the limited right to use the Confidential Information for the Purpose.

6. No Obligation to Proceed

6.1. Neither Party is obliged by this Agreement to proceed with any transaction, partnership, or further dealings.

7. Return or Destruction

7.1. On written request by the Disclosing Party, or on termination of discussions for the Purpose, the Receiving Party shall promptly return or destroy all Confidential Information (including copies) and confirm destruction in writing if requested. The Receiving Party may retain one copy as legally required, subject to ongoing confidentiality obligations.

8. Term

8.1. This Agreement takes effect on the Effective Date and remains in force for 3 years thereafter, except that obligations relating to trade secrets continue for as long as the information remains a trade secret.

9. Data Protection

9.1. To the extent the Confidential Information includes personal data, each Party shall comply with the UK GDPR and the Data Protection Act 2018. The Parties shall enter into any necessary data sharing or processing arrangements before such data is disclosed.

10. Remedies

10.1. The Parties acknowledge that damages may not be an adequate remedy for breach of this Agreement and that the Disclosing Party shall be entitled to seek injunctive relief and other equitable remedies in addition to any other remedies at law.

11. General

11.1. Entire agreement. This Agreement is the entire agreement between the Parties on its subject matter and supersedes all prior discussions or agreements.

11.2. Variation. Any variation must be in writing and signed by both Parties.

11.3. No waiver. Failure or delay in exercising any right is not a waiver of that right.

11.4. No partnership. Nothing in this Agreement creates a partnership, agency, or employment relationship.

11.5. Severance. If any provision is held invalid, the remainder continues in force.

11.6. Notices. Notices must be in writing and sent to the addresses above (or to such other address as the recipient may notify).

12. Governing Law and Jurisdiction

12.1. This Agreement is governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction over any dispute arising out of or in connection with it.

Signed for and on behalf of [partyAName]:

Name: ____________________________

Position: __________________________

Signature: _________________________

Date: ____________________________

Signed for and on behalf of [partyBName]: