MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (the "Agreement") is made on 13/11/2026 at London between:

(1) Northwind Ltd., of 12 Main Street, London ("Party 1"); and

(2) Contoso Consulting, of 8 Market Square, Leeds ("Party 2").

Party 1 and Party 2 are each a "Party" and together the "Parties". Each Party may disclose and receive Confidential Information under this Agreement.

BACKGROUND

(A) The Parties wish to explore discussing a possible software project (the "Purpose") and, in doing so, each expects to share information that it regards as confidential.

(B) The Parties have agreed to protect that information on the terms of this Agreement.

1. DEFINITIONS

1.1  "Confidential Information" means all information, in any form or medium, that one Party (the "Discloser") discloses or makes available to the other (the "Recipient") in connection with the Purpose, whether before or after the date of this Agreement, that is marked confidential or that a reasonable person would understand to be confidential from its nature or the circumstances of disclosure. It includes, in particular, the following (but is not limited to them):

• Source code, designs and technical specifications
• Customer and supplier lists
• Pricing, costs and financial forecasts
• Business plans and product roadmaps

1.2  Confidential Information also includes the existence and terms of the discussions between the Parties, and any notes, analyses or summaries prepared by the Recipient that contain or reflect the Discloser's information.

1.3  "Representatives" means a Party's directors, officers, employees, professional advisers, auditors, insurers and permitted contractors who need to know the Confidential Information for the Purpose.

2. OBLIGATIONS OF THE RECIPIENT

2.1  The Recipient shall: (a) keep the Discloser's Confidential Information strictly confidential and protect it with at least the degree of care it uses for its own confidential information, and never less than a reasonable degree of care; (b) use it only for the Purpose; (c) not copy it except as needed for the Purpose; and (d) not disclose it to anyone other than its Representatives who need to know it and who are bound by duties of confidentiality no less strict than those in this Agreement.

2.2  The Recipient is responsible for any breach of this Agreement by its Representatives, as if the breach were its own, and shall tell the Discloser promptly in writing if it becomes aware of any unauthorised use or disclosure, and shall help to limit its effect.

2.3  The Recipient shall not reverse engineer, decompile or analyse any sample, software or prototype that the Discloser provides, except as the Discloser has agreed in writing.

3. EXCEPTIONS

3.1  These obligations do not apply to information that the Recipient can show by written records: (a) is or becomes public through no breach of this Agreement; (b) was lawfully known to the Recipient, free of any duty of confidence, before the Discloser disclosed it; (c) is lawfully received from a third party who was free to disclose it; or (d) is developed independently by the Recipient without using the Discloser's Confidential Information.

3.2  Information is not within these exceptions merely because individual parts of it are public; a combination of items is excepted only if the combination itself, and its principle of operation, is public.

4. COMPELLED DISCLOSURE

4.1  If the Recipient is required by law, a court, a regulator or a stock exchange to disclose any Confidential Information, it shall (to the extent the law allows) give the Discloser prompt written notice so that the Discloser may seek a protective order, shall disclose only the part that it is legally required to disclose, and shall use reasonable efforts to have that part treated confidentially.

5. RETURN AND DESTRUCTION

5.1  Within 30 days of the Discloser's written request, or when the Purpose ends, the Recipient shall return or securely destroy all Confidential Information of the Discloser in its possession or control, including copies, and shall confirm in writing that it has done so. The Recipient may keep copies that it must keep by law or under its bona fide document-retention rules, or that sit in routine electronic back-ups, but they remain subject to this Agreement for as long as they are kept.

6. NO LICENCE, NO WARRANTY, NO COMMITMENT

6.1  All Confidential Information remains the property of the Discloser. This Agreement does not give the Recipient any licence or right in the Discloser's patents, copyrights, trade secrets, trade marks or other intellectual property, except the limited right to use the information for the Purpose.

6.2  The Discloser gives no warranty that its Confidential Information is accurate or complete and shall have no liability for the Recipient's use of it, except as the Parties may agree in a later written agreement.

6.3  Neither Party is obliged to disclose any particular information, nor to enter into any further agreement or business relationship. Either Party may end the discussions at any time. Any binding commercial arrangement will exist only if and when a separate written agreement is signed.

7. PERSONAL DATA

7.1  If Confidential Information includes personal data, the Recipient shall process it only for the Purpose, in line with the data protection law that applies, with appropriate security measures, and shall not transfer it to another country except as that law allows.

8. TERM

8.1  This Agreement begins on the date at the top and the Parties may exchange Confidential Information for as long as they discuss the Purpose. The Recipient's obligations of confidentiality continue for three years from the date of this Agreement, and, for any trade secret, for as long as the information remains a trade secret under the applicable law.

9. REMEDIES

9.1  Each Party accepts that damages alone may not be an adequate remedy for a breach of this Agreement and that the Discloser may seek an injunction, specific performance or other equitable relief, in addition to any other remedy, without having to prove actual loss.

9.2  A Party that breaches this Agreement shall pay the other Party's reasonable costs, including legal fees, of enforcing it to the extent a court so orders.

10. NOTICES

10.1  Notices under this Agreement shall be in writing and sent to the postal address of the other Party given above, or by e-mail to [email protected] (Party 1) or [email protected] (Party 2), or to any other address a Party notifies. A notice is received on delivery if delivered by hand or courier, and on the next working day if sent by e-mail without a delivery failure message.

11. GENERAL

11.1  Entire agreement. This Agreement is the entire agreement of the Parties on its subject and replaces any earlier understanding about it.

11.2  Amendment and waiver. A change to this Agreement, or a waiver of a right under it, is effective only if it is in writing and signed by both Parties (or, for a waiver, by the Party giving it).

11.3  Assignment. Neither Party may assign or transfer its rights or obligations under this Agreement without the other's prior written consent.

11.4  Severability. If a provision is held invalid or unenforceable, the rest of this Agreement remains in force and the Parties shall replace the provision with a valid one as close as possible to the original intention.

11.5  Counterparts and electronic signature. This Agreement may be signed in counterparts and by electronic signature, each of which is an original and all of which together are one agreement.

12. GOVERNING LAW AND JURISDICTION

12.1  This Agreement and any dispute or claim arising out of or in connection with it (including a non-contractual dispute) is governed by the laws of England and Wales.

12.2  The Parties shall first try in good faith to resolve any dispute through discussion between senior representatives for at least thirty (30) days. If it is not resolved, the courts of England and Wales shall have jurisdiction, and each Party submits to it, except that a Party may seek urgent injunctive relief from any court that has jurisdiction over the other Party.

Signed by the authorised representatives of the Parties on the date at the top of this Agreement.