PI Standard Terms of Non-Disclosure

Mutual Non-Disclosure Terms Applicable for all Projects and Subject to Agreement by all Parties Working with Purposeful Innovators CIC "The Company". 

(“The Company”)

Purposeful Innovators CIC, UK

Address: 35 Sunbury Avenue, London NW7 3SL

(“The Parties”) 

Any third party, Member, associate, affiliate, vendor or customer working with the Company on but not limited to work products, initiatives, programmes, services, projects etc.

 

Recitals

WHEREAS, the Parties may be discussing or evaluating possible business transactions between them or their affiliates (each a “Transaction”); in connection with these discussions, each Party may disclose or has disclosed, certain Confidential Information (as defined below) which it desires to be used only for the limited purpose for which disclosed;

WHEREAS, the Parties are willing to facilitate the foregoing subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the foregoing and of the covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows

Terms of agreement

  1. Access. Each Party may provide Confidential Information (as defined in Paragraph 2 below) to the other Party, and each other’s affiliates, employees, agents, attorneys, accountants, members, partners, subsidiaries, lenders, joint venture partners, financing sources, financial or other professional advisors and insurance advisors (the “Representatives”).
  2. Confidential Information. The term “Confidential Information”, as used in this Agreement, shall mean (i) information or material obtained by or provided to either Party directly or indirectly in connection with a Transaction and any work product or analysis generated therefrom and shall include (ii) any other information or material that is proprietary to the disclosing Party or designated in writing as Confidential Information by such Party, whether or not owned or developed by such disclosing Party, which the receiving Party may obtain through or as a result of their relationship with each other, access to the other Party’s premises or communications with the other Party or the other  Party’s Representatives. Confidential Information shall not include information or material that either Party or their Representatives had prior to the commencement of discussions of the Transaction or that is available in the public domain and not made public by the other Party or its Representatives in breach of this Agreement, or information which was lawfully received by such Party or its Representatives from a third Party not subject to obligations of confidentiality, or information developed by the receiving Party or its Representatives independently and without use of or reference to any Confidential Information.
  3. Non-Disclosure of Confidential Information.  Each Party understands that the Confidential Information has been developed or obtained by the respective Parties by the investment of significant time, effort and expense, and that the Confidential Information provides each Party with a significant competitive advantage in its business. Each Party agrees to hold in confidence and not to cause, permit or enable, directly or indirectly, the disclosure, publication, transfer, misappropriation or revealing to any person or entity other than the Representatives of the Confidential Information provided by the other Party and/or the existence of this Agreement without prior written consent of a duly authorized representative of the other Party. Each Party also agrees not to use the Confidential Information provided by the other Party for any purpose at any time, other than in respect of a Permitted Disclosure as defined in clause 4 below or to evaluate the possible Transaction without circumventing the providing Party by using the Confidential Information to enter into a transaction with another person or entity to the detriment of the commercial interests of the providing party and/or with the consent of the providing Party. Each Party represents that it has not provided, communicated or transmitted any of the Confidential Information provided by the other Party already received before the date hereof, if any, to any third Party (except the Representatives).
  4. Permitted Purpose: Notwithstanding the foregoing provisions, both Parties acknowledge that a Party to whom Confidential Information has been disclosed may disclose that information to a 3rd party provided that such disclosure is to execute a Transaction without circumventing the commercial interests and/or with the consent of the providing Party.
  5. Third Party Disclosures: Prior to any Party disclosing any Confidential Information to any person that is not a party to this agreement (“Third Party”), such Party shall ensure that the Third Party enters into an agreement that is similar to the terms of this agreement and in particular, that any such agreement with the Third Party contains a non-circumvention clause that restricts the Third Party from circumventing the commercial interests of another Party related to the transaction.
  6. Return or Destruction of Confidential Information. If discussions in connection with the Transaction cease for any reason, the Parties shall (a) upon written request, within ten (10) business days destroy or return to the other Party all copies of any written Confidential Information received, (b) upon written request, destroy all other Confidential Information stored in any media, (c) not make any other use of such Confidential Information, and (d) not provide such Confidential Information to any other person or entity for any purpose. Notwithstanding the foregoing, either Party may retain or its Representatives copies of Confidential Information provided by the other Party to comply with their respective internal compliance or retention policies only or to comply with applicable law or regulation. Either Party or its Representatives shall hold any such retained information per the terms of this Agreement.
  7. Additional Parties. The Parties agree to cause their Representatives coming into contact with any Confidential Information to be made aware of this Agreement and of the obligation of such persons to honour the confidentiality and non-use obligations of this Agreement as though each such Representative were a Party hereto.
  8. Injunctive Relief. The Parties understand and agree that, because of the unique nature of the Confidential Information, each Party, or third parties, may suffer immediate, irreparable harm if their Party fails to comply with its obligations under this Agreement, and those monetary damages may be inadequate to compensate either Party for such a breach. Accordingly, the Parties agree that each Party may be entitled, in addition to any other remedies available to them at law or in equity, to seek injunctive relief to enforce the terms of this Agreement. T
  9. Disclaimer.  Although the Parties will endeavour to disclose all Confidential Information known to them that they believe to be relevant for either Party’s investigations, the Parties understand that neither Party, nor any of their Representatives, have made or makes any representation or warranty as to the accuracy or completeness of the Confidential Information. The Parties agree that neither Party, nor any of its respective Representatives, shall have liability to the other Party or any of its respective Representatives resulting from the use of the Confidential Information except under the terms of a definitive agreement that may be mutually executed and delivered in connection with a Transaction.
  10.  Entire Agreement and Amendment.  This Agreement sets forth the entire understanding and agreement of the Parties concerning the subject matter hereof and supersedes all other oral or written representations and understandings. If any provision hereof or any of the Parties’ obligations is found invalid or unenforceable pursuant to judicial decree or decision, any such provision or obligation shall be deemed and construed to extend only to the maximum extent permitted by law, and the remainder of this Agreement shall remain valid. This Agreement may only be amended or modified in writing signed in advance by the Parties hereto.
  11. No Assignment. Neither this Agreement nor any rights or obligations hereunder shall be assignable, delegable or otherwise transferable in whole or in part by either Party.
  12. Limited Obligations.  Other than the obligations set forth herein, neither Party shall have any further obligations to the other unless and until a definitive written agreement is mutually executed and delivered in connection with any Transaction. Subject to the confidentiality and non-contravention provisions hereof, either Party may negotiate with others and may withdraw from negotiations at any time, for any reason, without obligation to the other. To the extent either Party incurs costs or changes position as a result of any discussions between the Parties, it does so entirely at its own risk. This Agreement does not create any agency or partnership relationship.
  13. Notices. All notices, requests, demands, and other communications (other than routine operational communications) required or permitted hereunder shall be in writing and shall be deemed to have been received by a Party (i) when received in the case of hand delivery against a signed receipt, (ii) upon receipt or refusal of delivery after being given to a reputable overnight courier, or (iii) upon receipt or refusal of delivery when mailed by first class mail, postage prepaid, and addressed to such Party at its address set forth herein (or to such other address as such Party may designate in writing).
  14. Counterparts. This Agreement may be executed in one or more counterparts each of which shall be deemed to constitute an original and shall become effective when each of the Parties hereto has signed and delivered to the other Party a copy of this Agreement, whether or not all Parties have signed the same copy. This Agreement may be executed and delivered by electronic mail (with affirmative reply confirmation from the recipient).
  15. Disclosure Required by Law. Nothing herein prohibits the Parties from making any disclosure required by subpoena, court order or similar legal process or requirement; provided, however, that before making any such disclosure of Confidential Information, the Parties shall give each other as much proper notice before disclosing as is reasonably possible to enable the other Party to seek a protective order or other legal restraint on such disclosure.
  16. Termination. This Agreement is binding upon both Parties and their respective Representatives. This Agreement is effective as of the date first set forth above. This Agreement shall terminate upon the earlier of (i) 12 months after the date hereof, or (ii) the consummation of the Transaction between the Parties hereto.
  17. Governing Law and Jurisdiction. This Agreement and all contractual and non-contractual obligations arising in any way out of or in connection with the Agreement are governed by the laws of England and Wales, and the Parties irrevocably submit to the exclusive jurisdiction of England and Wales.
  18. Non-Solicitation. The Parties agree that, for 1 year following the date of this Agreement, both parties will not, either directly or indirectly, solicit, induce, recruit or encourage any of the other Party’s employees or contractors to leave their employment or contractual relationship with the respective Party, or to enter into an employment, consulting, contractor, or other relationship with any other person, firm, business entity, or organization without the permission of the other Party. Notwithstanding the foregoing, neither Party shall be prohibited from making a general solicitation for employment, including through the use of a recruitment agency, not targeted at such persons, and the hiring of any such persons in response thereto shall not be deemed to be a breach hereof. 
  19. Notwithstanding anything herein to the contrary, no provisions of this Agreement shall in any way apply to any portfolio company of any (i) investment fund or (ii) account, in each case, managed by Party II or its affiliates, provided that such portfolio company has not received any Confidential Information nor is any Confidential Information used for the benefit of such portfolio company. For the avoidance of doubt, a portfolio company shall not be deemed to have received Confidential Information solely because Party II or its affiliates’ officers, directors or employees serve as directors of such portfolio company, so long as such person does not disclose any Confidential Information to any other director, officer or employee of the portfolio company or use any Confidential Information for the benefit of such portfolio company.

 

Reference: PNG3NDG10000 v2025