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MutualNDA

MUTUAL NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (the “Agreement”) is made on 11 January 2024.

BETWEEN:

1. TLC Marketing Worldwide Group Ltd, whose registered office is at 54 Baker Street, London, W1U 4BU (“Party”); and

2. Matillion Limited, whose registered office is at Station House, Stamford New Road, Altrincham WA14 1EP (“Party”).

(Each a ‘Party’ and together referred to as the ‘Parties’)

RECITAL

Each Party has agreed to disclose to the other Party without charge and has agreed to keep confidential certain Information (as defined in this Agreement) subject to the terms and conditions hereinafter contained for the purpose of considering whether to enter into a business relationship (the ‘Purpose’).

IT IS AGREED as follows.

  1. Interpretation

In this Agreement the following words and expressions shall, unless the context otherwise requires, have the following meanings.

“Affiliate” means any associated, affiliated, or related company of either party.

“Information” means any and all technical, financial and/or other information relating to the business or affairs of the Disclosing Party which is (a) either non-public, confidential or proprietary in nature, and/or (b) disclosed and/or made available to the Recipient Party and/or any of its Representatives orally and/or in written, hard copy and/or electronic form, on diskettes and/or on any other storage media.

The term “Information” shall also include, any oral or written instructions given to the Recipient Party by the Disclosing Party and any communications made incorporating the information in such instructions.

The term “Information” shall also include, without limitation, any and all analyses, compilations, forecasts, studies and/or other documents prepared by the Recipient Party and/or any of its Representatives which contain or otherwise reflect such information.

The term “Information” shall also include any technical, commercial, financial, marketing, business or other data, know-how, trade secrets and other information of whatever nature given by one Party (the ‘Disclosing Party’) to the other Party (the ‘Receiving Party’) (whether before or after the date of this Agreement) in relation to the Purpose and relating to the Disclosing Party or any Affiliate or their respective businesses (whether written or oral, in any form or medium)

The term “Information” shall not, however, include information which the Recipient Party can show (a) is already known to the Recipient Party and/or any of its Representatives otherwise than as a consequence of a breach of this Agreement, (b) is generally available to the public other than as a result of a disclosure or other default by the Recipient Party and/or any of its Representatives, (c) is or becomes available to the Recipient Party and/or any of its Representatives from a source other than the Disclosing Party or any of its Representatives, which source is not prohibited from disclosing such information by any legal, contractual or fiduciary obligation to the Disclosing Party or (d) is independently developed or acquired by the Recipient Party and/or any of its Representatives independently of any Information provided by the Disclosing Party;

“Purpose” shall have the meaning in the recital; and

“Representative” means, in relation to either Party, any of its Affiliates, agents, representatives (including, but not limited to, lawyers, accountants, consultants and financial advisers), officers, directors and/or employees, and/or any officers, directors, employees and/or representatives of any of its Affiliates.

Clause headings are for ease of reference only and do not affect the construction of this Agreement.

References to clauses or sub-clauses are to clauses or sub-clauses of this Agreement.

  1. Non-Disclosure

In connection with the Purpose, the Disclosing Party agrees to furnish the Recipient Party with certain Information.

In consideration of the disclosure of information by the Disclosing Party to the receiving party; each Party hereby agrees that as the Receiving Party:

2.2.1 that the Disclosing Party’s Information shall be kept confidential and shall not, (except as provided in sub-clause 2.2.2 and/or clause 4), without the prior written consent of the Disclosing Party be disclosed either directly or indirectly by the Recipient Party and/or any of its Representatives in any manner whatsoever, in whole or in part, and shall not be used by the Recipient Party and/or by any of its Representatives for any purpose whatsoever apart from the Purpose;

2.2.2 to reveal the Disclosing Party’s Information only to such of its Representatives who need to know such Information for the Purpose and who are informed by the Recipient Party of the confidential nature of such Information.

2.2.3 to use all reasonable endeavours and best efforts to ensure that all of its Representatives to whom disclosure of the Disclosing Party’s Information is made pursuant to sub-clause 2.2.2 will act in accordance with the terms of this Agreement as if each of them was a party hereto.

2.2.4 In the event of a breach of this Agreement the aggrieved Party in any dispute shall be entitled to seek the remedies of injunction, specific performance, or other equitable relief, for breach of this Confidentiality Agreement by the other party. Further such an aggrieved Party shall be entitled to recover from the other Party its reasonable and proper legal costs incurred in such dispute where the other party is guilty of breach of its obligations and duties under this Agreement,

2.2.5 that (except as expressly provided for in sub-clause 2.2.2, 2.2.10 and/or clause 4) neither it nor any of its Representatives will, without the prior written consent of the Disclosing Party, directly or indirectly disclose to any person or entity the fact that the Disclosing Party’s Information has been made available, and

2.2.6 that all copies of the Disclosing Party’s Information (whether contained in hard copy form or on diskettes or other storage media) will be returned to the Disclosing Party immediately upon its request and no copy thereof will be retained by the Recipient Party and/or by any of its Representatives in any form except that any portion of the Disclosing Party’s Information which consists of analyses, compilations, forecasts, studies or other documents prepared by the Recipient Party and/or by any of its Representatives will, immediately upon the request of the Disclosing Party, be destroyed by the Recipient Party. For the avoidance of doubt, all oral Information of the Disclosing Party will continue to be subject to the terms of this Agreement. Upon the request of the Disclosing Party, the Recipient Party’s compliance with these obligations will be confirmed by the Recipient Party in writing to the Disclosing Party.

2.2.7 that it shall keep the Disclosing Party’s Information subject to the terms of this Agreement.

  1. that it shall not use the Information or any part of it for any purpose other than the Purpose and in particular but without any limitation shall not (in) use any Information received by it to develop or market any product which is similar to or competes with any product to which the Information relates (ii) decompile, disassemble or reverse engineer any software or reutilize in whole or part any database which forms part of the Information; and
    1. that it shall keep all Information separate from its own documents in a safe and secure place and shall treat all Information in a manner which is no less secure than the manner in which it treats its own confidential and/or proprietary information.
  2. Liability

The Recipient Party agrees that (subject always to the provisions of clause 3.2) neither the Disclosing Party nor any of its Representatives shall have any liability to the Recipient Party and/or any of its Representatives arising out of or in connection with any of the Disclosing Party’s Information.

Nothing in this Agreement shall exclude or restrict the liability of either Party for fraudulent misrepresentation and/or for death or personal injury resulting from the negligence of such Party or any of its officers or employees.

  1. Disclosure

    In the event that the Recipient Party becomes compelled (pursuant to any law or regulation or the requirements of any stock exchange or other regulatory organization, with whose rules it is required to comply) to disclose any part of the Disclosing Party’s Information, the Recipient Party shall promptly (and, in any event, before complying with any such requirement) notify the Disclosing Party in writing of the same and of the action which is proposed to be taken in response. In such event the Recipient Party shall take full account of any representations made by the Disclosing Party, whether concerning resistance to the requirement or the form, manner or extent of disclosure, and shall only disclose the Disclosing Party’s Information to the extent that the Recipient Party is advised by written opinion of its legal advisers it is so compelled to disclose, and shall use all best efforts and reasonable endeavors to ensure that to the maximum extent possible in the circumstances confidential treatment will be accorded the Disclosing Party’s Information. This clause 4 shall apply mutatis mutandis in respect of all of the Recipient Party’s Representatives.

  2. General

No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof or shall preclude the exercise by such party of any other right, power, or privilege available to it and no single or partial exercise of any right, power or privilege hereunder shall preclude any further exercise of any right, power, or privilege.

No variation of this Agreement shall be effective unless in writing and signed by a duly authorized representative on behalf of each Party.

If any term or provision of this Agreement shall be held to be illegal or unenforceable in whole or in part under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of this Agreement but the enforceability of the remainder of this Agreement shall not be affected.

Without prejudice to any other rights or remedies which may be available to either Party, each Party acknowledges that damages would not be an adequate remedy for any breach of this Agreement by it and/or any of its Representatives and that the other party is entitled to injunctive relief, specific performance, and other equitable relief for any such threatened or actual breach of this Agreement. Each Party shall be entitled to recover its reasonable and proper legal costs and expenses directly incurred in connection with enforcing this Agreement in a case where the other party is guilty of breach of contract.

This Agreement may be executed by facsimile signature and/or in any number of counterparts each of which, when executed, shall be an original but all the counterparts together shall constitute one and the same instrument.

This Agreement constitutes the entire agreement and understanding of the parties, and supersedes all other previous agreements, arrangements and/or understandings (whether written or oral) between the parties with regard to the subject matter of this Agreement. Nothing in this Agreement shall operate to limit or exclude any liability for fraud or deceit.

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but does not affect any right or remedy of a third party which exists or is available apart from that Act.

This Agreement shall in all respects be governed by and construed exclusively in accordance with the laws in relation of England and the parties submit to the exclusive jurisdiction of the English courts.

This Agreement shall not operate as an assignment or license to the receiving party of any patents, copyrights, database rights, registered designs, unregistered designs, trademarks, trade names or other rights of the Disclosing Party as may subsist in or be contained in or reproduced in the Confidential Information and the Receiving Party shall not, nor shall any persons on its behalf, apply for any patent, or registration of any trademark or design or any other intellectual property right, in respect of the Information or any part thereof.

Each Party agrees to keep confidential the existence of and the contents of this Agreement and all negotiations relating to this Agreement and/or the Purpose and shall not use or permit to be used the name of the other Party in any advertisement or publicity campaign or other disclosure without the prior written consent of the other Party.

This Agreement shall remain in force until (the earlier of):

the date upon which the Parties agree that this Agreement has been superseded by any further agreement(s).

the expiry of two (2) years from the date of this Agreement.

IN WITNESS WHEREOF the hands of the parties or their duly authorized representatives on the day and year first above written.

SIGNED by: SIGNED by:

Printed Name: Printed Name:

Title: Title:

For and on behalf of For and on behalf of

TLC Marketing Worldwide Group Ltd Matillion Ltd

Dated Dated