Non-Disclosure Agreement

This Non-Disclosure Agreement ("Agreement") is entered into as of [DATE] ("Effective Date").

Between:

[DISCLOSING PARTY], of [ADDRESS] (the "Disclosing Party")

and

[RECEIVING PARTY], of [ADDRESS] (the "Receiving Party")

(each a "Party" and collectively the "Parties").

1. Purpose

The Disclosing Party wishes to disclose certain confidential and proprietary information to the Receiving Party for the purpose of: [PURPOSE OF DISCLOSURE] (the "Purpose").

2. Definition of Confidential Information

"Confidential Information" means any and all information or data, whether in oral, written, electronic, or other form, that is disclosed by the Disclosing Party to the Receiving Party, whether before or after the date of this Agreement, that (a) is designated as "confidential" or "proprietary" at the time of disclosure; (b) the Receiving Party knows or reasonably should know is confidential; or (c) relates to the business, operations, finances, products, services, customers, suppliers, technology, trade secrets, know-how, or intellectual property of the Disclosing Party.

3. Obligations of the Receiving Party

The Receiving Party agrees to:

(a) hold all Confidential Information in strict confidence and not disclose it to any third party without the prior written consent of the Disclosing Party;

(b) use the Confidential Information solely for the Purpose and not for any other purpose;

(c) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care;

(d) limit access to the Confidential Information to those of its employees, agents, or advisors who have a need to know for the Purpose and who are bound by confidentiality obligations no less restrictive than those contained herein;

(e) promptly notify the Disclosing Party upon discovery of any unauthorised use or disclosure of Confidential Information.

4. Exclusions

The obligations set out in this Agreement shall not apply to information that:

(a) is or becomes publicly available through no fault of the Receiving Party;

(b) was known to the Receiving Party prior to disclosure by the Disclosing Party, as evidenced by written records;

(c) is independently developed by the Receiving Party without use of or reference to the Confidential Information;

(d) is rightfully received from a third party without restriction on disclosure;

(e) is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement and cooperates with any efforts to obtain protective treatment.

5. Return of Confidential Information

Upon the written request of the Disclosing Party, or upon termination of this Agreement, the Receiving Party shall promptly return or destroy all copies of the Confidential Information in its possession or control, and shall certify in writing that it has done so.

6. No Rights Granted

Nothing in this Agreement shall be construed as granting any rights, by licence or otherwise, to the Receiving Party in respect of the Confidential Information, except for the limited right to use it for the Purpose.

7. Term and Termination

This Agreement shall remain in effect for a period of 2 year(s) from the Effective Date. The obligations of confidentiality shall survive the termination or expiry of this Agreement for a period of 2 year(s).

8. Remedies

The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek injunctive or other equitable relief in addition to any other remedies available at law or in equity.

9. No Waiver

No failure or delay by either Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof.

10. Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, and understandings.

11. Amendments

This Agreement may only be amended by a written instrument signed by both Parties.

12. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The Parties submit to the exclusive jurisdiction of the courts of England and Wales.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.