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Introduction and Parties

1.1Purpose

This Mutual Non-Disclosure Agreement (”Agreement”) sets out the terms under which each party may disclose Confidential Information to the other in connection with evaluating or pursuing a current or potential commercial relationship.

The parties wish to exchange certain confidential, proprietary and commercially sensitive information solely for the purpose of evaluating, discussing, negotiating, developing or performing a business relationship (the “Permitted Purpose”).

This Agreement is intended to protect that information while enabling productive commercial discussions between the parties.

1.2Parties

This Agreement is entered into between:

PartnerBridge Ltd

Clyde Offices, 2nd Floor

48 West George Street

Glasgow

G2 1BP

United Kingdom

Company Number: SC856320

(”PartnerBridge”)

and

The organisation or individual identified as the other party accepting, signing or otherwise agreeing to this Agreement (”Recipient” or “Disclosing Party”, as applicable).

PartnerBridge and the other party are each referred to individually as a “Party” and together as the “Parties.”

Because this is a mutual agreement, each Party may act as either the Disclosing Party or the Receiving Party depending upon which Party provides Confidential Information.

1.3Effective Date

This Agreement becomes effective on the earliest of:

• the date it is signed by both Parties;
• the date one Party first discloses Confidential Information to the other for the Permitted Purpose;
• the date the Parties otherwise begin discussions relating to the Permitted Purpose.

1.4Scope

This Agreement applies to Confidential Information exchanged in connection with:

• evaluating potential commercial relationships;
• partnership discussions;
• customer or supplier relationships;
• investment discussions;
• product demonstrations;
• proof-of-concept projects;
• technical evaluations;
• due diligence activities;
• procurement processes;
• strategic planning;
• integration discussions;
• professional services engagements; or
• any other legitimate business purpose agreed between the Parties.

Unless otherwise agreed in writing, this Agreement does not require either Party to proceed with any proposed transaction, commercial relationship or future agreement.

1.5Nature of the Relationship

Nothing in this Agreement:

• creates a partnership, joint venture or agency relationship;
• obligates either Party to enter into any future agreement;
• grants any licence or ownership rights in intellectual property;
• creates any exclusivity arrangement; or
• limits either Party from independently developing similar products, services or technologies, provided that no Confidential Information is improperly used.

Each Party remains solely responsible for its own business decisions and commercial activities.

1.6Standard Form Agreement

This Agreement constitutes PartnerBridge’s standard Mutual Non-Disclosure Agreement and is intended to govern the exchange of Confidential Information with customers, prospective customers, technology partners, suppliers, investors and other commercial counterparties unless otherwise agreed in writing.

Where a Party requires amendments to this Agreement, the Parties may negotiate and execute a separate written non-disclosure agreement or amended version of this Agreement.

Any separately executed agreement that expressly states it supersedes or replaces this Agreement shall prevail to the extent of any inconsistency.

Nothing on this page constitutes acceptance of a contractual relationship until this Agreement, or any replacement agreement, has been executed or otherwise validly accepted by both Parties.

Definitions

For the purposes of this Agreement, the following definitions apply.

2.1Confidential Information

“Confidential Information” means any information disclosed by one Party (”Disclosing Party”) to the other Party (”Receiving Party”), whether directly or indirectly, before or after the Effective Date, in any form, including written, electronic, visual, oral, digital or other tangible or intangible formats, that is identified as confidential or that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure.

Confidential Information includes, without limitation:

• business strategies and commercial plans;
• financial information, forecasts and pricing;
• customer, prospect and partner information;
• supplier information;
• sales and marketing plans;
• technical documentation;
• software, source code and object code;
• product designs, specifications and roadmaps;
• system architecture and infrastructure information;
• algorithms, models and methodologies;
• research, analyses and reports;
• business processes and operational procedures;
• trade secrets and proprietary know-how;
• security information;
• credentials and authentication information;
• product demonstrations and prototypes;
• proof-of-concept materials;
• testing results;
• performance metrics;
• unpublished product features;
• commercial negotiations;
• contractual terms;
• business correspondence;
• meeting notes;
• presentations;
• customer-provided information;
• uploaded documents;
• datasets;
• AI-generated analyses, summaries, recommendations and outputs derived from Confidential Information; and
• any copies, extracts, summaries or derivative materials containing Confidential Information.

Confidential Information includes information disclosed by a Party’s affiliates, employees, contractors, advisers or authorised representatives.

2.2Excluded Information

Confidential Information does not include information that the Receiving Party can demonstrate:

• was publicly available at the time of disclosure without breach of this Agreement;
• becomes publicly available after disclosure through no act or omission of the Receiving Party;
• was lawfully known to the Receiving Party before disclosure by the Disclosing Party;
• was independently developed without access to or use of the Confidential Information; or
• was lawfully obtained from a third party without any duty of confidentiality.

The burden of proving that information falls within one of these exclusions rests with the Receiving Party.

2.3Disclosing Party

“Disclosing Party” means the Party that provides Confidential Information under this Agreement.

Because this Agreement is mutual, either Party may act as the Disclosing Party depending on the circumstances.

2.4Receiving Party

“Receiving Party” means the Party receiving Confidential Information from the Disclosing Party.

The Receiving Party is responsible for ensuring that its employees, contractors, affiliates and authorised representatives comply with this Agreement.

2.5Representatives

“Representatives” means a Party’s:

• employees;
• directors;
• officers;
• contractors;
• consultants;
• professional advisers;
• auditors;
• insurers;
• investors;
• lenders;
• affiliated companies; and
• other persons who have a legitimate business need to access Confidential Information for the Permitted Purpose and who are subject to confidentiality obligations no less protective than those contained in this Agreement.

2.6Permitted Purpose

“Permitted Purpose” means evaluating, negotiating, establishing, managing or performing a current or prospective commercial relationship between the Parties, including:

• technology partnership discussions;
• customer or supplier engagements;
• investment and due diligence activities;
• product demonstrations;
• proof-of-concept projects;
• procurement evaluations;
• software integration discussions;
• strategic planning;
• technical assessments;
• commercial negotiations; or
• any other business purpose agreed in writing between the Parties.

The Receiving Party may use Confidential Information solely for the Permitted Purpose and for no other purpose.

2.7Intellectual Property Rights

“Intellectual Property Rights” means all present and future intellectual property rights recognised anywhere in the world, including:

• patents;
• copyright;
• database rights;
• design rights;
• trade marks;
• trade names;
• domain names;
• trade secrets;
• confidential information;
• know-how;
• software rights;
• moral rights; and
• any applications, registrations, renewals or extensions relating to those rights.

2.8Applicable Data Protection Laws

“Applicable Data Protection Laws” means all laws and regulations governing the processing of personal data that apply to the Parties, including, where applicable:

• the UK General Data Protection Regulation (UK GDPR);
• the Data Protection Act 2018;
• the Privacy and Electronic Communications Regulations 2003 (PECR);
• the EU General Data Protection Regulation (EU GDPR), where applicable;
• the California Consumer Privacy Act (CCPA), as amended by the California Privacy Rights Act (CPRA), where applicable; and
• any successor legislation, statutory modifications or implementing regulations.

2.9Personal Data

“Personal Data” has the meaning given under the Applicable Data Protection Laws.

2.10Trade Secret

“Trade Secret” means Confidential Information that qualifies for protection as a trade secret under applicable law because it derives independent commercial value from not being generally known and is subject to reasonable measures to maintain its secrecy.

Confidentiality Obligations

3.1Protection of Confidential Information

The Receiving Party shall:

• keep all Confidential Information strictly confidential;
• use Confidential Information solely for the Permitted Purpose;
• exercise at least the same degree of care in protecting the Confidential Information as it uses to protect its own confidential information of a similar nature, and in any event no less than a reasonable standard of care;
• implement appropriate technical and organisational measures to prevent unauthorised access, disclosure, alteration or loss of Confidential Information; and
• comply with the obligations set out in this Agreement for as long as they remain applicable.

The Receiving Party shall not use Confidential Information for its own commercial benefit or for the benefit of any third party except as expressly permitted under this Agreement.

3.2Permitted Disclosure

The Receiving Party may disclose Confidential Information only to its Representatives who:

• have a genuine business need to know the Confidential Information for the Permitted Purpose;
• are informed of its confidential nature;
• are bound by confidentiality obligations no less protective than those contained in this Agreement; and
• are required to protect the Confidential Information in accordance with this Agreement.

The Receiving Party remains fully responsible for any acts or omissions of its Representatives relating to Confidential Information.

3.3Restrictions on Use

Except with the prior written consent of the Disclosing Party, the Receiving Party shall not:

• disclose Confidential Information to any unauthorised person;
• reproduce Confidential Information except where reasonably necessary for the Permitted Purpose;
• publish or publicly reference Confidential Information;
• reverse engineer, decompile or disassemble any software, systems or technology disclosed by the Disclosing Party except where expressly permitted by applicable law;
• use Confidential Information to compete with, benchmark against or replicate the Disclosing Party’s products, services or technology;
• remove proprietary notices or confidentiality markings; or
• knowingly permit any third party to engage in any activity prohibited by this Agreement.

3.4AI-Assisted Processing

Recognising the increasing use of artificial intelligence technologies in commercial operations, the Parties agree that Confidential Information requires the same level of protection regardless of whether it is processed by humans or AI-assisted systems.

Unless expressly authorised in writing by the Disclosing Party, the Receiving Party shall not:

• submit Confidential Information to publicly accessible generative AI systems;
• use Confidential Information to train or improve publicly available AI models;
• use Confidential Information in any AI service where the information may become accessible to other customers or users of that service; or
• permit any AI provider to acquire ownership or independent usage rights over Confidential Information.

Where the Receiving Party uses internally approved AI tools to assist with the Permitted Purpose, it shall ensure that:

• appropriate contractual safeguards are in place with the AI provider;
• Confidential Information remains protected by confidentiality obligations;
• the AI provider does not use the Confidential Information for model training or unrelated purposes; and
• all AI-generated outputs derived from Confidential Information remain Confidential Information under this Agreement.

Nothing in this section prevents either Party from using AI technologies that process data solely on behalf of the Receiving Party under appropriate contractual and technical safeguards.

3.5Security Measures

The Receiving Party shall implement reasonable administrative, technical and physical safeguards appropriate to the sensitivity of the Confidential Information, including, where appropriate:

• encryption of Confidential Information in transit and at rest;
• access controls based on least privilege principles;
• multi-factor authentication for systems containing Confidential Information;
• secure storage and transmission mechanisms;
• logging and monitoring of access where appropriate;
• protection against malware and unauthorised access; and
• regular maintenance of systems used to process Confidential Information.

The Receiving Party shall promptly investigate any suspected unauthorised access to Confidential Information and take reasonable steps to contain and remediate any resulting risks.

3.6Legally Required Disclosure

If the Receiving Party is required by law, regulation, court order or governmental authority to disclose Confidential Information, it shall, to the extent legally permitted:

• promptly notify the Disclosing Party in writing before making the disclosure;
• provide reasonable cooperation to enable the Disclosing Party to seek protective measures or limit the scope of disclosure; and
• disclose only the minimum Confidential Information legally required.

Where prior notification is prohibited by law, the Receiving Party shall notify the Disclosing Party as soon as reasonably practicable after the disclosure becomes legally permissible.

3.7No Warranty

Unless expressly agreed in writing, all Confidential Information is provided “as is.”

The Disclosing Party makes no representation or warranty, whether express or implied, regarding the accuracy, completeness or fitness for any particular purpose of Confidential Information disclosed under this Agreement.

Each Party remains responsible for its own evaluation and business decisions.

3.8Equitable Relief

The Parties acknowledge that unauthorised disclosure or misuse of Confidential Information may cause irreparable harm that cannot be adequately remedied by damages alone.

Accordingly, the Disclosing Party may seek injunctive relief, specific performance or any other equitable remedy available under applicable law in addition to any other legal rights or remedies.

3.9Continuing Responsibility

The obligations contained in this Section apply regardless of:

• the format in which Confidential Information is disclosed;
• whether Confidential Information is subsequently copied, summarised or incorporated into other materials;
• whether Confidential Information is processed manually or electronically;
• whether AI-assisted tools are used in connection with the Permitted Purpose; or
• whether discussions between the Parties ultimately result in a commercial relationship.

Termination of discussions or negotiations does not release either Party from its obligations under this Agreement.

Exclusions, Return of Information and Data Protection

4.1Exclusions from Confidential Information

The obligations contained in this Agreement do not apply to information that the Receiving Party can demonstrate falls within one or more of the exclusions described in Section 2.2.

The Receiving Party acknowledges that simply combining publicly available information with Confidential Information does not remove the confidential nature of the resulting information where the Confidential Information remains identifiable or commercially valuable.

Partial disclosure of Confidential Information does not place the entirety of that information into the public domain.

4.2Return or Destruction of Confidential Information

Upon written request by the Disclosing Party, or upon termination of discussions between the Parties, the Receiving Party shall, within thirty (30) days:

• return all Confidential Information in its possession; or
• securely destroy Confidential Information and any copies under its control.

At the request of the Disclosing Party, the Receiving Party shall provide written confirmation that it has complied with this obligation.

4.3Permitted Retention

Notwithstanding Section 4.2, the Receiving Party may retain Confidential Information where retention is reasonably necessary to:

• comply with applicable law or regulatory obligations;
• satisfy legitimate record-keeping requirements;
• comply with professional standards applicable to legal, accounting or audit advisers;
• preserve information contained within routine disaster recovery or backup systems; or
• establish, exercise or defend legal claims.

Any Confidential Information retained under this Section shall remain subject to the confidentiality obligations contained in this Agreement for as long as it is retained.

The Receiving Party shall not restore Confidential Information from backup systems except where necessary for legitimate disaster recovery or legal compliance purposes.

4.4Personal Data

The Parties acknowledge that Confidential Information may include Personal Data as defined under Applicable Data Protection Laws.

Each Party shall process Personal Data only:

• for the Permitted Purpose;
• in accordance with Applicable Data Protection Laws; and
• in a manner consistent with this Agreement.

Nothing in this Agreement authorises either Party to process Personal Data beyond what is necessary for the Permitted Purpose.

4.5Controller and Processor Responsibilities

Unless otherwise agreed in writing:

• each Party acts as an independent Controller in respect of Personal Data that it collects or discloses in connection with this Agreement;
• where one Party processes Personal Data solely on behalf of the other, the Parties shall enter into an appropriate Data Processing Agreement before such processing begins;
• this Agreement does not replace or modify any separate Data Processing Agreement executed between the Parties.

4.6Security of Personal Data

Where Confidential Information contains Personal Data, the Receiving Party shall implement appropriate technical and organisational measures designed to protect Personal Data against accidental or unlawful:

• destruction;
• loss;
• alteration;
• unauthorised disclosure; or
• unauthorised access.

Such measures shall take into account:

• the nature of the Personal Data;
• the risks associated with processing;
• available technology; and
• the cost of implementation.

4.7Personal Data Breaches

If the Receiving Party becomes aware of a Personal Data Breach affecting Confidential Information received under this Agreement, it shall notify the Disclosing Party without undue delay where the breach is reasonably likely to affect the Disclosing Party’s rights, obligations or compliance with Applicable Data Protection Laws.

The notification should include, where reasonably available:

• the nature of the incident;
• the categories of information affected;
• the likely consequences;
• the steps already taken to contain the incident; and
• any further actions proposed.

The Parties shall cooperate in good faith to investigate, mitigate and respond to any such incident.

4.8International Transfers

Where Confidential Information or Personal Data is transferred outside the United Kingdom or any other jurisdiction imposing restrictions on international data transfers, the Receiving Party shall ensure that appropriate legal safeguards are in place before such transfer occurs.

These safeguards may include:

• adequacy decisions;
• the UK International Data Transfer Agreement (IDTA);
• the UK Addendum to the EU Standard Contractual Clauses;
• Standard Contractual Clauses approved by the European Commission; or
• any other legally recognised transfer mechanism.

4.9No Publicity

Neither Party shall issue any press release, public announcement, marketing material or other public communication referring to the existence of discussions or any relationship between the Parties without the prior written consent of the other Party, except where disclosure is required by law or by the rules of a recognised stock exchange.

Intellectual Property, Term and General Provisions

5.1Ownership of Confidential Information

All Confidential Information remains the exclusive property of the Disclosing Party or its licensors.

Nothing in this Agreement transfers, assigns or grants to the Receiving Party any ownership interest in, or licence to use, the Disclosing Party’s Confidential Information except as strictly necessary for the Permitted Purpose.

All Intellectual Property Rights existing before disclosure, or developed independently of the Confidential Information, remain the sole property of their respective owners.

5.2Intellectual Property Rights

Nothing in this Agreement shall be interpreted as:

• granting any licence under any patent, copyright, trade mark, database right or other Intellectual Property Right;
• granting any right to manufacture, reproduce, distribute or commercialise any product or service;
• transferring ownership of software, documentation, methodologies, algorithms or trade secrets; or
• limiting either Party’s ownership of its independently developed Intellectual Property.

Any future licence or transfer of Intellectual Property Rights must be agreed in a separate written agreement signed by both Parties.

5.3Feedback

During discussions relating to the Permitted Purpose, either Party may voluntarily provide comments, suggestions, ideas or feedback regarding the other Party’s products, services or business.

Unless otherwise agreed in writing:

• the receiving Party may use such feedback without restriction;
• no compensation is payable for voluntary feedback; and
• feedback shall not include Confidential Information unless expressly identified as such.

Nothing in this section transfers ownership of any existing Intellectual Property Rights.

5.4Independent Development

Nothing in this Agreement prevents either Party from independently developing products, services, technologies or business strategies that are similar to those contemplated during discussions between the Parties, provided that:

• no Confidential Information is used in such development;
• no trade secrets are misappropriated; and
• the obligations contained in this Agreement continue to be fully observed.

5.5No Commitment to Proceed

This Agreement does not obligate either Party to:

• continue discussions;
• disclose Confidential Information;
• enter into any commercial relationship;
• execute any future agreement; or
• purchase or supply any products or services.

Each Party may discontinue discussions at any time without liability, subject to the continuing obligations contained in this Agreement.

5.6Term

This Agreement becomes effective in accordance with Section 1.3 and continues until terminated by either Party upon written notice.

Termination of this Agreement does not affect any rights or obligations that arose before termination.

5.7Survival

Unless a longer period is required by applicable law, the confidentiality obligations contained in this Agreement survive termination as follows:

• Confidential Information shall remain protected for a period of five (5) years from the date of its disclosure; and
• Trade Secrets shall remain protected for so long as they qualify for protection under applicable law.

Sections concerning Intellectual Property, Data Protection, Return or Destruction of Confidential Information, Governing Law, Liability and any provisions intended by their nature to survive termination shall continue in force after termination.

5.8Assignment

Neither Party may assign, transfer or otherwise dispose of any of its rights or obligations under this Agreement without the prior written consent of the other Party, except:

• to a successor arising from a merger, acquisition or corporate reorganisation; or
• to an affiliate, provided that the assigning Party remains responsible for compliance with this Agreement.

5.9Entire Agreement

This Agreement constitutes the Parties’ standard agreement concerning the protection of Confidential Information relating to the Permitted Purpose.

If the Parties subsequently execute a separate written confidentiality agreement or other agreement that expressly supersedes this Agreement, that executed agreement shall govern to the extent of any inconsistency.

It supersedes all prior discussions, understandings and agreements relating to the same subject matter.

5.10Amendments

No amendment or variation of this Agreement shall be effective unless it is made in writing and signed by authorised representatives of both Parties.

5.11Waiver

Failure or delay by either Party in exercising any right under this Agreement shall not constitute a waiver of that right or any other right.

Any waiver must be in writing and shall apply only to the specific circumstances for which it is given.

5.12Severability

If any provision of this Agreement is held to be invalid, unlawful or unenforceable by a court of competent jurisdiction, that provision shall be severed to the minimum extent necessary.

The remaining provisions shall continue in full force and effect.

5.13Notices

Any notice given under this Agreement shall be in writing and delivered by:

• personal delivery;
• recognised courier service;
• recorded postal service; or
• electronic mail to an address designated by the receiving Party.

A notice shall be deemed received:

• upon delivery where delivered by hand;
• upon recorded confirmation of delivery where sent by courier;
• two Business Days after posting by recorded mail; or
• on the Business Day following transmission by email, provided no delivery failure notification is received.

5.14Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Scotland.

The Parties irrevocably submit to the exclusive jurisdiction of the Scottish courts in relation to any dispute arising out of or in connection with this Agreement, except where mandatory law requires otherwise.