Mutual Non-Disclosure Agreement

Parties to this agreement

Party A: Coaley Peak Ltd, a company incorporated in England & Wales (Company No. 11783676), with its registered office at The Limes, Bayshill Road, Cheltenham, GL50 3AW, United Kingdom ("Coaley Peak").

Party B: The counterparty named and identified in the signed agreement ("the Counterparty", and together with Coaley Peak, the "Parties").

1. Commencement and validity

This Agreement comes into force only on the date on which both Parties have executed a signed copy ("Effective Date"). This document, in the absence of signatures from both Parties, has no legal effect and creates no obligations on either Party. For the avoidance of doubt, viewing or downloading this document does not constitute acceptance or execution.

On behalf of Coaley Peak Ltd, this Agreement must be signed by a serving company director of Coaley Peak Ltd. A signature from any other employee, contractor, or representative of Coaley Peak Ltd does not constitute valid execution on Coaley Peak's part and does not bring this Agreement into force.

The Agreement may be executed in counterparts, including by electronic signature (including via DocuSign, Adobe Sign, or equivalent). Each counterpart is an original, and together they constitute one agreement. An emailed PDF of a signed version constitutes an executed counterpart for the purposes of this clause.

2. Definitions

"Confidential Information" means any information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party"), whether before or after the Effective Date, that is: (a) marked as confidential or proprietary at the time of disclosure; (b) identified verbally as confidential and confirmed in writing within five business days; or (c) by its nature or the circumstances of disclosure, would reasonably be understood to be confidential. Confidential Information includes but is not limited to: business plans, financial data, pricing, client lists, technology, methodologies, trade secrets, personnel information, intellectual property, and any information relating to the Owlpen platform operated by Coaley Peak.

"Purpose" means the discussions, evaluation, or engagement between the Parties relating to a potential or actual commercial relationship, as more particularly described in any covering letter or email accompanying this Agreement.

3. Obligations of the Receiving Party

The Receiving Party shall: (a) keep all Confidential Information strictly confidential; (b) use Confidential Information only for the Purpose; (c) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except as permitted under clause 4; (d) apply at least the same degree of care in protecting the Confidential Information as it applies to its own confidential information of equivalent sensitivity, and in any event no less than reasonable care; and (e) promptly notify the Disclosing Party upon becoming aware of any actual or suspected unauthorised disclosure.

4. Permitted disclosures

The Receiving Party may disclose Confidential Information to its employees, officers, directors, professional advisers, and contractors who: (a) need access for the Purpose; (b) are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) have been informed of the confidential nature of the information. The Receiving Party remains liable for any breach by such persons as if it had committed the breach itself.

Disclosure is also permitted where required by applicable law, regulation, court order, or the rules of a recognised stock exchange, provided the Receiving Party: (i) gives the Disclosing Party as much prior written notice as is reasonably practicable; (ii) cooperates with the Disclosing Party in seeking a protective order or equivalent; and (iii) discloses only the minimum information required.

5. Exclusions

Obligations under this Agreement do not apply to information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was already lawfully in the Receiving Party's possession before disclosure, as evidenced by written records predating disclosure; (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information; or (d) is received from a third party who is not subject to any confidentiality obligation in respect of that information.

6. Intellectual property and permitted use

Nothing in this Agreement grants the Receiving Party any licence, right, or interest in any intellectual property of the Disclosing Party, other than the limited right to use Confidential Information for the Purpose. All Confidential Information remains the property of the Disclosing Party at all times.

The Receiving Party shall not use Confidential Information to: (a) solicit or approach the Disclosing Party's clients, employees, or contractors, except in the ordinary course of business through general advertising; or (b) compete unfairly with the Disclosing Party using information not otherwise available to the Receiving Party. For the avoidance of doubt, this Agreement does not prevent either Party from continuing to operate in the same market, sector, or geography as the other, or from working with or for the other Party's competitors, provided that such activity does not involve the use or disclosure of the other Party's Confidential Information.

7. Return and destruction

On written request by the Disclosing Party, or on termination or expiry of this Agreement, the Receiving Party shall promptly: (a) return or permanently delete all Confidential Information in its possession, including all copies and extracts; and (b) confirm in writing within five business days that this has been done. The Receiving Party may retain one archival copy solely for compliance and legal record-keeping purposes, subject to continued confidentiality obligations.

8. No warranty

All Confidential Information is disclosed "as is". The Disclosing Party makes no representation or warranty as to the accuracy, completeness, or fitness for purpose of any Confidential Information. The Receiving Party relies on Confidential Information entirely at its own risk.

9. Remedies

The Parties acknowledge that a breach or threatened breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek injunctive or other equitable relief in addition to any monetary remedies, without being required to demonstrate actual harm or post a bond.

Coaley Peak's right to seek injunctive relief shall apply in all jurisdictions in which the Counterparty operates or holds assets, including without limitation courts in England and Wales and courts in the United States.

10. Duration

This Agreement commences on the Effective Date and continues for three (3) years, unless earlier terminated by either Party on 30 days' written notice. Notwithstanding termination or expiry: (a) confidentiality obligations in respect of trade secrets continue indefinitely; and (b) confidentiality obligations in respect of all other Confidential Information continue for five (5) years from the date of disclosure.

11. Governing law and jurisdiction

This Agreement is governed by and construed in accordance with the laws of England and Wales. Each Party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales, sitting in London, to resolve any dispute arising out of or in connection with this Agreement, including any dispute as to its existence, validity, or termination.

Where the Counterparty is a US entity or individual, the Parties agree that: (a) this governing law clause is enforceable and shall not be displaced by state or federal law unless required by mandatory applicable law; (b) any US proceedings commenced in breach of this clause shall be stayed pending resolution in England and Wales; and (c) a judgment obtained in the courts of England and Wales may be enforced in any US jurisdiction in accordance with applicable treaty and statutory provisions.

12. General

This Agreement constitutes the entire agreement between the Parties relating to confidentiality in connection with the Purpose and supersedes all prior arrangements, understandings, or representations. It may only be varied in writing signed by both Parties.

If any provision is found by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions continue in full force. A failure to exercise any right under this Agreement is not a waiver of that right. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, save that Coaley Peak may assign to any entity within its group without consent.

Notices under this Agreement must be sent to Coaley Peak at legal@coaleypeak.co.uk and to the Counterparty at the email or postal address set out in the signed agreement.

13. Signature block

This Agreement is only binding when executed by authorised signatories of both Parties. On behalf of Coaley Peak Ltd, execution must be by a serving company director. To request a pre-filled, director-signed version for execution, email legal@coaleypeak.co.uk with the subject line "NDA Request — [Your Company Name]". Coaley Peak will return a director-signed copy within three business days.

Request a signed NDA

To enter into this agreement, email our legal team with your company name and registered address. We will provide a pre-filled copy signed by a Coaley Peak Ltd company director within three business days. This document becomes binding only when both Parties have signed — a Coaley Peak director signature is required for the agreement to be valid on our part.