Соглашение о неразглашении (NDA) по английскому праву (образец)

Non-Disclosure Agreement

Preamble

This Non-Disclosure Agreement (this "Agreement") is entered into on this { }th day of {}, 202{} (the "Effective Date"), by and between the Company A (the "Disclosing Party"), and the Company B (the "Receiving Party"). The Disclosing Party and the Receiving Party, intending to be legally bound, agree as follows:

BackgroundThe Disclosing Party is engaged in providing Confidential Information to the Receiving Party. The Receiving Party is an independent IT contractor receiving Confidential Information.  The parties wish to protect the Confidential Information under this Agreement.

1.      Definitions and Interpretation

1.1.  "Confidential Information" means any and all information disclosed by the Disclosing Party to the Receiving Party, whether orally, visually, in writing, electronically, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to, Proprietary Information, Trade Secrets, technical data, business plans, customer lists, financial information, and any other information that gives the Disclosing Party a competitive advantage or that, if disclosed, could cause substantial harm to the Disclosing Party. For clarity, Confidential Information also includes any analysis, compilations, studies, or other documents or materials prepared by the Receiving Party or its Representatives that contain or are derived from such information. The Receiving Party acknowledges that due to the nature of the Disclosing Party’s business, all information disclosed should be presumed confidential unless explicitly stated otherwise in writing by an authorized representative of the Disclosing Party.

1.2.  "Purpose" means the evaluation, discussion, and potential collaboration between the parties in the field of software development. This definition is strictly limited to the specific activities directly related to assessing the feasibility and potential terms of a business relationship concerning software development. The Receiving Party agrees that any use of the Confidential Information outside of this defined Purpose is strictly prohibited. Furthermore, the Receiving Party shall not use the Confidential Information to compete with the Disclosing Party, either directly or indirectly, during the Term of this Agreement and for a period of three (3) years following its termination. The Receiving Party acknowledges that the Purpose is designed to be narrow and specific to protect the Disclosing Party’s interests and that any deviation from this Purpose constitutes a material breach of this Agreement.

1.3.  "Representatives" means the Receiving Party’s employees, directors, officers, consultants, advisors, and agents who have a need to know the Confidential Information for the Permitted Purpose. The Receiving Party shall ensure that all Representatives are bound by confidentiality obligations no less restrictive than those contained in this Agreement. The Receiving Party is fully responsible for any breach of this Agreement by its Representatives. The Receiving Party shall maintain a current list of all Representatives who have access to the Confidential Information and shall provide this list to the Disclosing Party upon request. The Receiving Party agrees to take all necessary steps to ensure that its Representatives are aware of and comply with the terms of this Agreement, including providing training on confidentiality obligations and implementing appropriate security measures to protect the Confidential Information.

1.4.  Interpretation rules In this Agreement, unless the context otherwise requires:

(a) words of any gender include all genders;

(b) words using the singular or plural number also include the plural or singular number, respectively;

(c) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement;

(d) the term "including" means "including without limitation";

(e) references to articles, sections, exhibits, or schedules are to those of this Agreement;

(f) reference to any agreement, document, or instrument means such agreement, document, or instrument as amended, modified, or supplemented from time to time; (g) reference to any law means such law as amended, consolidated, or re-enacted from time to time;

and (h) descriptive headings are for ease of reference only and do not affect the interpretation of this Agreement. The parties acknowledge that each party has had the opportunity to review this Agreement with legal counsel and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement. This Agreement shall be interpreted in a manner that gives effect to the intentions of the parties as expressed herein, and the parties agree to cooperate in good faith to resolve any ambiguities or inconsistencies that may arise.

2      Obligations of Confidentiality

2.1.  Non-disclosure obligations

The Receiving Party shall protect the Confidential Information of the Disclosing Party against unauthorized disclosure by using the same degree of care, but no less than a reasonable degree of care, as the Receiving Party uses to protect its own confidential information of a like nature, to prevent disclosing, divulging, or otherwise communicating, directly or indirectly, such Confidential Information to any third party. The Receiving Party shall ensure that its Representatives are aware of and comply with these non-disclosure obligations. The Receiving Party acknowledges that monetary damages may not be a sufficient remedy for any breach of this Section and that the Disclosing Party shall be entitled, without waiving any other rights or remedies, to seek injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction. The Receiving Party shall promptly notify the Disclosing Party in writing if the Receiving Party becomes aware of any unauthorized disclosure, use, or access of the Confidential Information. The Receiving Party shall take all reasonable steps necessary to remedy such unauthorized disclosure, use, or access and to prevent any further unauthorized disclosure, use, or access. The obligations under this Section shall continue during the Term and for the Confidentiality Period thereafter. The Receiving Party shall not reverse engineer, disassemble, or decompile any Confidential Information, including but not limited to software, prototypes, and hardware, unless expressly permitted in writing by the Disclosing Party. The Receiving Party shall not remove or alter any proprietary notices, labels, or marks on or in any Confidential Information.

2.2.  Non-use obligations

The Receiving Party shall not use any Confidential Information of the Disclosing Party for any purpose other than the Permitted Purpose. The Receiving Party shall not use the Confidential Information to develop, create, or market any product or service that competes with the products or services of the Disclosing Party. The Receiving Party shall not use the Confidential Information to derive any independent economic benefit, whether through commercial exploitation, research, or otherwise, without the express written consent of the Disclosing Party. The Receiving Party shall implement and maintain reasonable security measures to protect the Confidential Information from unauthorized access, use, or disclosure. These measures shall include, but not be limited to, physical security, network security, and data security. The Receiving Party shall regularly review and update these security measures to ensure their continued effectiveness. The Receiving Party shall restrict access to the Confidential Information to only those Representatives who have a need to know such information for the Permitted Purpose and who are bound by confidentiality obligations at least as protective as those contained in this Agreement. The Receiving Party shall not disclose the Confidential Information to any Representative who does not have a need to know such information. The Receiving Party shall be liable for any breach of this Section by its Representatives.

2.3.  Notification of unauthorized disclosures

The Receiving Party shall immediately notify the Disclosing Party upon becoming aware of any unauthorized disclosure, use, or access of the Confidential Information. Such notification shall be in writing and shall include a detailed description of the unauthorized disclosure, use, or access, the identity of the person or persons involved, and the steps taken by the Receiving Party to remedy the situation and prevent any further unauthorized disclosure, use, or access. The Receiving Party shall cooperate fully with the Disclosing Party in any investigation or legal action taken by the Disclosing Party to protect its Confidential Information. The Receiving Party shall provide all necessary assistance to the Disclosing Party, including but not limited to providing access to its facilities, personnel, and records. The Receiving Party shall bear all costs and expenses incurred by the Disclosing Party as a result of the unauthorized disclosure, use, or access of the Confidential Information, including but not limited to legal fees, investigation costs, and remediation expenses, unless such unauthorized disclosure, use, or access was caused solely by the Disclosing Party's gross negligence or willful misconduct. The Receiving Party shall not make any public statement or disclosure regarding the unauthorized disclosure, use, or access of the Confidential Information without the prior written consent of the Disclosing Party. The Receiving Party shall take all reasonable steps to mitigate the damage caused by the unauthorized disclosure, use, or access of the Confidential Information.

3.     Exclusions from Confidential Information

3.1.Public domain information

Confidential Information does not include information that is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or its Representatives in violation of this Agreement. The Receiving Party bears no responsibility for maintaining the confidentiality of information that is demonstrably within the public domain through legitimate and non-culpable means. Should the Disclosing Party assert that information deemed by the Receiving Party to be within the public domain is, in fact, confidential, the onus rests on the Disclosing Party to furnish compelling evidence substantiating that the information remains proprietary and has not been legitimately disseminated to the public. The Receiving Party is entitled to rely on readily available sources and common knowledge without undertaking exhaustive investigations to ascertain the confidential status of information, provided that such reliance is reasonable and made in good faith. The Disclosing Party acknowledges that broad dissemination of information, even if unintentional, may diminish its confidential status, and the Receiving Party will not be held liable for treating such information as non-confidential if it has become widely accessible.

3.2.Independently developed information

The obligations under this Agreement do not apply to information that the Receiving Party can demonstrate was independently developed by its employees or agents who did not have access to the Confidential Information. The Receiving Party must maintain adequate records to substantiate its independent development of such information, including dated documentation, research notes, and project timelines. The Disclosing Party acknowledges that the Receiving Party may be engaged in activities similar to those of the Disclosing Party and that independent development of similar information is possible. The Receiving Party's demonstration of independent development must be clear and convincing, and the Receiving Party must be prepared to provide detailed evidence of the processes and resources used to develop the information independently. The Disclosing Party retains the right to challenge the Receiving Party's claim of independent development, but the burden of proof rests with the Disclosing Party to demonstrate that the Receiving Party's development was derived from the Confidential Information.

3.3.Information already known

This Agreement imposes no obligation with respect to information that was already in the Receiving Party’s possession prior to its disclosure by the Disclosing Party, provided that the Receiving Party can substantiate such prior possession with credible evidence. The Receiving Party must be able to demonstrate that it possessed the information prior to the Effective Date of this Agreement and that such information was not obtained, directly or indirectly, from the Disclosing Party under any prior confidentiality obligation. The burden of proof rests with the Receiving Party to provide documentary or other reliable evidence establishing prior possession, such as dated records, internal memoranda, or third-party disclosures. The Disclosing Party acknowledges that the Receiving Party may have pre-existing knowledge in the field to which the Confidential Information pertains, and the Receiving Party is not obligated to disregard such pre-existing knowledge. The Receiving Party's prior knowledge must be specific and directly relevant to the Confidential Information; general knowledge or expertise in the field does not constitute an exclusion under this provision.

3.4.Legal disclosure requirements

The Receiving Party may disclose Confidential Information if and to the extent required by a valid order from a court of competent jurisdiction or other governmental authority, provided that the Receiving Party gives reasonable advance notice to the Disclosing Party to enable the Disclosing Party to seek a protective order or other appropriate remedy. In the event that the Receiving Party is compelled to disclose Confidential Information, it will disclose only that portion of the Confidential Information that is legally required and will use reasonable efforts to obtain assurances that the Confidential Information will be afforded confidential treatment. The Receiving Party must promptly notify the Disclosing Party of any legal compulsion to disclose Confidential Information and cooperate with the Disclosing Party in opposing such disclosure or seeking a protective order. The Disclosing Party acknowledges that compliance with legal obligations may necessitate the disclosure of Confidential Information and agrees that the Receiving Party will not be liable for such disclosures, provided that the Receiving Party has complied with the notification and cooperation requirements of this provision. The Receiving Party's obligation to protect Confidential Information under this Agreement is subordinate to its obligation to comply with valid legal requirements.

4.     Term and Termination

4.1.Term of the Agreement

This Agreement shall commence on the Effective Date and shall continue for a period of [Number] years (the "Term"), unless terminated earlier in accordance with the provisions of this Agreement. The Term may be extended by mutual written agreement of the Parties. If neither party provides written notice of termination at least [Number] days prior to the end of the initial Term, the Agreement shall automatically renew for successive one-year periods, unless otherwise terminated as provided herein. The Disclosing Party may terminate this Agreement with immediate effect if the Receiving Party breaches any of its obligations under this Agreement, subject to the Remedies outlined in Section 5. The Receiving Party may terminate this Agreement by providing [Number] days written notice to the Disclosing Party, provided that all obligations regarding Confidential Information survive termination as set forth in Section 4.2. Upon termination, all rights and licenses granted to the Receiving Party shall immediately cease, and the Receiving Party shall comply with the obligations set forth in Section 4.3 regarding the return or destruction of Confidential Information. The Disclosing Party's decision to terminate shall not waive any rights or remedies available under this Agreement or applicable law.

4.2.Survival of confidentiality obligations

The obligations of confidentiality under this Agreement shall survive any termination or expiration of this Agreement for a period of [Number] years from the date of termination or expiration (the "Confidentiality Period"). During the Confidentiality Period, the Receiving Party shall continue to protect the Confidential Information with the same degree of care as required during the Term of this Agreement. The Receiving Party's duty to protect Trade Secrets shall continue indefinitely, as long as such information remains Trade Secrets under applicable law. The Receiving Party acknowledges that the unauthorized disclosure or use of Confidential Information during the Confidentiality Period may cause irreparable harm to the Disclosing Party, entitling the Disclosing Party to seek Injunctive Relief as provided in Section 5.1. The Receiving Party's obligations under this section shall extend to all Representatives who have had access to the Confidential Information, and the Receiving Party shall ensure their compliance with these obligations. The provisions of this section are essential to the protection of the Disclosing Party's Proprietary Information and shall be strictly enforced.

4.3.Return or destruction of materials

Upon termination or expiration of this Agreement, or at any time upon the Disclosing Party's written request, the Receiving Party shall promptly return to the Disclosing Party all tangible materials containing, reflecting, or derived from the Confidential Information, including but not limited to documents, drawings, data, and electronic media, together with all copies thereof. Alternatively, at the Disclosing Party's option, the Receiving Party shall destroy all such materials and provide the Disclosing Party with a written certification of such destruction, signed by an authorized representative of the Receiving Party. The Receiving Party shall not retain any copies, summaries, or extracts of the Confidential Information in any form. The Receiving Party's obligation to return or destroy materials extends to all Representatives who have had access to the Confidential Information, and the Receiving Party shall ensure their compliance with this obligation. The Disclosing Party reserves the right to conduct an audit to verify the Receiving Party's compliance with this section. The Receiving Party shall bear all costs associated with the return or destruction of materials as required by this section.

5.     Remedies5.1 Injunctive relief5.1.1 A breach of this Agreement by the Disclosing Party may cause irreparable harm to the Receiving Party for which monetary damages would be inadequate. Therefore, in the event of any breach or threatened breach by the Disclosing Party of any provision of this Agreement, the Receiving Party shall be entitled to seek injunctive relief, including specific performance, to enforce the terms of this Agreement, in addition to any other rights and remedies available at law or in equity.

5.1.2 The Disclosing Party acknowledges and agrees that the Receiving Party's remedy at law for any violation or threatened violation by the Disclosing Party of this Agreement would be inadequate and that the Receiving Party would suffer irreparable harm as a result of such violation. The Disclosing Party agrees that the Receiving Party shall be entitled, without the necessity of posting a bond or other security, to obtain injunctive relief, including a temporary restraining order, a preliminary injunction, and a permanent injunction, to prevent or restrain any violation or threatened violation of this Agreement by the Disclosing Party.

5.1.3 Nothing in this Agreement shall be construed to limit or restrict the Receiving Party's right to seek and obtain injunctive relief for any violation or threatened violation of this Agreement, nor shall it be construed to require the Receiving Party to exhaust any other remedy before seeking injunctive relief. The Receiving Party's right to seek and obtain injunctive relief shall be cumulative and in addition to any other rights and remedies available at law or in equity.

5.2 Damages

5.2.1 In addition to injunctive relief, the Receiving Party shall be entitled to recover monetary damages for any breach of this Agreement by the Disclosing Party. Such damages may include, but shall not be limited to, direct damages, consequential damages, incidental damages, and punitive damages. The amount of damages shall be determined by a court of competent jurisdiction based on the evidence presented. 5.2.2 The Disclosing Party acknowledges and agrees that the Receiving Party's damages for any violation or threatened violation by the Disclosing Party of this Agreement may be difficult to ascertain and that the Receiving Party may incur significant expenses in investigating and prosecuting any such violation. The Disclosing Party agrees to pay all such expenses, including reasonable attorneys' fees, incurred by the Receiving Party in connection with any action to enforce this Agreement.

5.2.3 The Receiving Party's right to recover monetary damages for any breach of this Agreement shall be cumulative and in addition to any other rights and remedies available at law or in equity. The Receiving Party shall not be required to elect between injunctive relief and monetary damages, but may pursue both remedies concurrently or consecutively.

5.2.4 The Disclosing Party acknowledges that the unauthorized disclosure or use of the Confidential Information would cause substantial economic loss and harm to the Receiving Party. The Disclosing Party agrees to be liable for all such losses and harm, including but not limited to lost profits, lost business opportunities, and the costs of remedial measures to protect the Confidential Information.

5.3 Indemnification by breaching party

5.3.1 The Disclosing Party shall indemnify, defend, and hold harmless the Receiving Party and its Affiliates, and their respective officers, directors, employees, and agents, from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of this Agreement by the Disclosing Party.

5.3.2 The Receiving Party shall promptly notify the Disclosing Party of any claim for which indemnification is sought under this Section. The Disclosing Party shall have the right to control the defense of any such claim, provided that the Receiving Party shall have the right to participate in the defense at its own expense. The Receiving Party shall cooperate with the Disclosing Party in the defense of any such claim.

5.3.3 The Disclosing Party shall not settle any claim for which indemnification is sought under this Section without the Receiving Party's prior written consent, which shall not be unreasonably withheld. The Receiving Party shall have the right to approve any settlement that would require the Receiving Party to admit liability or take any action that would adversely affect its rights or interests.

5.3.4 The indemnification obligations under this Section shall survive the termination of this Agreement for any reason. The Receiving Party's right to indemnification shall be cumulative and in addition to any other rights and remedies available at law or in equity.

6. Governing Law and Jurisdiction

6.1 Governing law: England and Wales

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

6.2 Jurisdiction of courts

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation. The Parties acknowledge that they have chosen the courts of England and Wales as the most appropriate and convenient forum to resolve any disputes. The Parties agree that the provisions of this clause shall survive termination of the Agreement. The Parties further agree that a judgment in any such dispute or claim may be enforced in any court of competent jurisdiction.

6.3 Exclusive forum selection

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation. The Parties acknowledge that they have chosen the courts of England and Wales as the most appropriate and convenient forum to resolve any disputes. The Parties agree that the provisions of this clause shall survive termination of the Agreement. The Parties further agree that a judgment in any such dispute or claim may be enforced in any court of competent jurisdiction. The Receiving Party acknowledges that the Disclosing Party is entitled to commence proceedings in any jurisdiction to protect its Confidential Information and Intellectual Property Rights. The Receiving Party agrees not to challenge the jurisdiction or venue of any such court. The Parties agree that the provisions of this clause are reasonable and necessary to protect the interests of the Disclosing Party. The Parties further agree that the provisions of this clause shall not be construed to limit the Disclosing Party's right to seek injunctive relief in any court of competent jurisdiction. The Parties acknowledge that the provisions of this clause are a material inducement for the Disclosing Party to enter into this Agreement. The Parties agree that the provisions of this clause shall be interpreted in a manner that gives maximum effect to the intention of the Parties. The Parties further agree that the provisions of this clause shall be binding on their respective successors and assigns. The Parties acknowledge that they have had the opportunity to seek independent legal advice regarding the provisions of this clause. The Parties agree that the provisions of this clause are fair and equitable. The Parties further agree that the provisions of this clause shall not be construed against the drafter. The Parties acknowledge that they have read and understood the provisions of this clause. The Parties agree that the provisions of this clause are enforceable.

7. Notices7.1 Method of NoticeAny notice or other communication given to a party under or in connection with this Agreement must be in writing and delivered personally, sent by prepaid first-class post or other next working day delivery service, or sent by email to the address specified in Section 7.2 (Addresses for Notices) or as otherwise notified in writing by that party. Notices sent by email must be confirmed in writing by post or personal delivery. The Receiving Party shall have the option to accept notices via a secure electronic portal, provided that the Disclosing Party is notified of this preference in writing.

7.2 Addresses for Notices

For the purpose of this Agreement, the addresses for service of notices are as follows:

 (a) For the Disclosing Party: [Disclosing Party's Address]

(b) For the Receiving Party: [Receiving Party's Address] Either party may change its address for service by giving notice in writing to the other party, provided that such change will only be effective 10 business days after receipt of such notice. The Receiving Party shall maintain an accessible and reliable email address for the duration of this Agreement, and any changes to this email address must be promptly communicated to the Disclosing Party.

7.3 Deemed Receipt of Notices

Any notice will be deemed to have been received: (a) If delivered personally, at the time of delivery. (b) If sent by prepaid first-class post or other next working day delivery service, at 9.00 am on the second business day after posting. (c) If sent by email, at the time of transmission, provided a delivery receipt or read receipt is obtained, or if no delivery receipt is obtained, on the next business day. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped, and placed in the post and, in the case of an email, that such email was sent to the specified email address and a delivery receipt was received. The Receiving Party shall not be deemed to have received a notice if the Disclosing Party fails to provide proof of delivery or transmission.

8. Assignment8.1 Prohibition on assignment

Neither party may assign, transfer, or otherwise dispose of any of its rights or obligations under this Agreement, whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of the other party. Any attempted assignment in violation of this section shall be void and of no effect.

8.2 Permitted assignments

Notwithstanding Section 8.1, the Receiving Party may assign this Agreement to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the assignee agrees in writing to be bound by the terms and conditions of this Agreement. The Disclosing Party shall be notified of any such assignment within a reasonable time frame.

8.3 Successors bound

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. No other person shall have any rights or obligations under this Agreement.

9 Entire Agreement

9.1 Entire agreement clause

This Agreement constitutes the entire agreement and understanding between the Disclosing Party and the Receiving Party with respect to the Purpose, and supersedes all prior or contemporaneous communications, negotiations, and agreements, whether oral or written. Neither party has relied on any representation, warranty, or promise not expressly set forth in this Agreement.

9.2 Amendments in writing

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless set forth in writing and signed by both the Disclosing Party and the Receiving Party. Any such amendment, modification, or waiver shall be effective only in the specific instance and for the specific purpose for which it is given and shall not constitute a continuing waiver.

9.3 No reliance on pre-contractual statements

Each party acknowledges that in entering into this Agreement, it has not relied on, and shall have no remedy in respect of, any statement, representation, warranty, or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement. Nothing in this clause shall limit or exclude any liability for fraud.

10. Waiver

10.1 Waiver of rights

No failure or delay by the Disclosing Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver of such right or acceptance of any variation of this Agreement, nor shall any single or partial exercise of any right preclude any other or further exercise thereof or the exercise of any other right. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law. The Receiving Party acknowledges that the Disclosing Party's forbearance in enforcing any provision of this Agreement or any related agreement shall not be construed as a waiver of the Disclosing Party's right to enforce such provision.

10.2 No waiver unless in writing

No waiver of any term, provision, or condition of this Agreement shall be effective unless made in writing and signed by the waiving party. Any such waiver shall be effective only in the specific instance and for the specific purpose given; it shall not be deemed a continuing waiver or a waiver of any other term, provision, or condition of this Agreement. The waiver must expressly refer to the specific provision of this Agreement being waived. A waiver on one occasion will not operate as a waiver of that right or provision on any future occasion.

10.3 Continuing rights

The Disclosing Party's rights and remedies under this Agreement shall continue in full force and effect, notwithstanding any investigation made by or on behalf of the Receiving Party or any other person, and the Receiving Party shall be entitled to rely upon the Disclosing Party's rights and remedies, even if the Receiving Party has knowledge of any breach or default by the Disclosing Party. The Disclosing Party's rights and remedies shall not be prejudiced or restricted by any indulgence or forbearance extended to the Receiving Party, and no waiver by the Disclosing Party of any breach shall operate as a waiver of any subsequent breach. The Disclosing Party retains all rights not expressly granted to the Receiving Party under this Agreement.

11 Severability

11.1 Severability of invalid provisions

If any provision of this Agreement is held to be invalid, illegal, or unenforceable for any reason, such provision shall be adjusted rather than voided, if possible, to achieve the parties' original intent to the fullest extent permitted by law. The parties shall negotiate in good faith to replace such invalid, illegal, or unenforceable provision with a valid provision that achieves, to the greatest extent possible, the economic, legal, and commercial objectives of the invalid provision. If such adjustment or replacement is not possible, the invalid, illegal, or unenforceable provision shall be severed from this Agreement, and the remaining provisions of this Agreement shall continue in full force and effect. The parties acknowledge and agree that the severability of any provision shall not affect the validity or enforceability of any other provision of this Agreement.

11.2 Interpretation of amended provisions

In the event that a provision of this Agreement is adjusted or replaced pursuant to Section 11.1, the adjusted or replacement provision shall be interpreted in a manner that is consistent with the overall purpose and intent of this Agreement. The parties agree that any adjusted or replacement provision shall be given effect to the fullest extent permitted by law, taking into account the commercial realities and the reasonable expectations of the parties at the time of entering into this Agreement. The Receiving Party shall not use the adjustment or replacement of any provision to seek an unfair advantage or to avoid its obligations under this Agreement.

11.3 Continued enforceability

The parties agree that the remaining provisions of this Agreement shall be construed in a manner consistent with the original intent of the parties, notwithstanding the severance or adjustment of any provision. The Receiving Party acknowledges that the Disclosing Party has entered into this Agreement in reliance on the enforceability of its provisions, and the Receiving Party agrees that it will not assert the unenforceability of any provision of this Agreement as a defense to any claim or action brought by the Disclosing Party, except to the extent that such provision is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction. The Receiving Party further agrees that the severance or adjustment of any provision shall not relieve it of its obligations under the remaining provisions of this Agreement, which shall continue to bind the Receiving Party in accordance with their terms.

12 Counterparts

12.1 Execution in counterparts

This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute one agreement. The transmission of an executed counterpart of this Agreement by electronic mail (in PDF, DocuSign, or other agreed format) or by any other electronic means shall have the same effect as physical delivery of the paper document.

12.2 Electronic signatures

For all purposes, including without limitation in connection with any action, suit, or other proceeding, each party consents to the use of electronic signatures and that any electronic signature shall have the same force and effect as an original signature. Electronic signature means any electronic symbol or process attached to or logically associated with a record and executed or adopted by a party with the intent to sign such record. The parties agree that an electronically signed copy of this Agreement shall be considered an original.

12.3 Delivery of executed copies

Delivery of an executed counterpart of this Agreement by electronic means (including, without limitation, by email in portable document format (.pdf) form or DocuSign) shall be as effective as delivery of a manually executed counterpart of this Agreement. Each party undertakes to provide the other with the original executed version of this Agreement as soon as reasonably practicable following execution. However, failure to provide the original shall not invalidate the Agreement, provided that an electronically transmitted copy has been duly delivered.

13 Third Party Rights

13.1 No rights to third parties

A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from that Act. The Disclosing Party and the Receiving Party each confirm their intent that this Agreement does not confer any enforceable rights on any third party. This clause is intended to prevent any third party from claiming rights under this Agreement, ensuring that only the parties to this Agreement can enforce its terms.

13.2 Variation or rescission

Notwithstanding any term of this Agreement, the parties may vary, rescind, or terminate this Agreement without the consent of any third party. This clause clarifies that the parties have the exclusive right to modify or terminate the Agreement without needing approval from any external parties, reinforcing the bilateral nature of the Agreement. The freedom to vary or rescind the Agreement remains solely with the Disclosing Party and the Receiving Party.

13.3 Contracts (Rights of Third Parties) Act 1999

For the avoidance of doubt, the parties confirm that nothing in this Agreement is intended to confer on any third party any benefit or the right to enforce any term of this Agreement, and no third party shall have any right to enforce any provision of this Agreement under the Contracts (Rights of Third Parties) Act 1999. This provision explicitly excludes the application of the Contracts (Rights of Third Parties) Act 1999, ensuring that no third party can claim rights under this Agreement. The parties acknowledge and agree that this clause is essential to maintaining the confidentiality and control over the Confidential Information disclosed under this Agreement. The exclusion of third-party rights is a fundamental aspect of this Agreement, protecting the interests of both the Disclosing Party and the Receiving Party.

To evidence the parties’ consent to this Agreement, they have executed and delivered it on the Effective Date.

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