Confidentiality

Agreement
<CONSULTANTING
PARTY>

08 December 2021
Confidentiality Agreement

This Confidentiality Agreement ("Agreement") is made and entered into as of

_______________ (“Effective Date”), by and between <CONSULTING PARTY> with offices at
<ADDRESS> (“Consulting Party”) and Cordovan Limited with offices located at Pegasus Court,
27 Herschel Street, Slough, Berkshire SL1 1PA (“Cordovan").

Background
Consulting Party and Cordovan, for their mutual benefit, each desire to disclose certain
proprietary and confidential information to the other party. Each party desires to protect its
proprietary and confidential information and to prevent other persons and entities from
acquiring, appropriating or discovering its proprietary and confidential information.

Agreement
NOW, THEREFORE, in consideration of the promises and covenants set forth herein, and for
other good and valuable consideration, the receipt, adequacy and legal sufficiency of which are
hereby acknowledged, the parties agree and covenant as follows:

1 Confidentiality

1.1 Each party ("Receiving Party" or "Disclosing Party", as appropriate) agrees to regard and
preserve as confidential any and all business, technical and financial information, related
to the business activities of the other party and its customers which may reasonably be
regarded as confidential (“Confidential Information”).

1.2 Confidential Information shall not include information which:

1.2.1 is or becomes through no fault of the Receiving Party part of the public domain;

1.2.2 was already known to the Receiving Party at the time of disclosure as evidenced by
written documents;

1.2.3 is independently developed by the Receiving Party without reference to or use of any
Confidential Information received from the other party;

1.2.4 is lawfully obtained by the Receiving Party from a third party outside of this Agreement,
which third party also lawfully obtained the Confidential Information; or

1.2.5 is disclosed pursuant to law, judicial order or government regulation so long as the
Receiving Party promptly notifies the other party prior to disclosure.

1.3 For a period five (5) years from the date of disclosure, the Receiving Party:

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Confidentiality Agreement

1.3.1 shall hold the Confidential Information in trust and confidence for the other party and
shall protect the Confidential Information with the same degree of care as the Receiving
Party employs for the protection of its own trade secrets and confidential information
(but in no event shall such care be less than that which is commercially reasonable);

1.3.2 shall not disclose, reveal, make accessible or make available to any person or entity
any Confidential Information other than to the extent necessary to comply with the
reasonable requests of its auditors or other professional advisors;

1.3.3 shall only use and reproduce the Confidential Information for the limited purpose of
performing its duties pursuant to the business relationship between the parties and, in
such performance, shall limit access to and disclosure of the Confidential Information to
the Receiving Party's employees, sub-contractors or agents on a "need to know" basis
only (and advise such employees or agents of the obligations assumed herein); and

1.3.4 shall not use or exploit any such Confidential Information for its own benefit or any other
person's or entity's benefit.

2 Right of Return

2.1 Each party acknowledges that the Confidential Information remains the sole property of
the Disclosing Party. In the event of termination of this Agreement each party shall, upon
the written request of the Disclosing Party and at the sole cost of the Disclosing Party,
return to the Disclosing Party all Confidential Information belonging to it.

3 Remedies

3.1 In the event of any actual or threatened breach by the Receiving Party of any provision of
this Agreement, the Receiving Party acknowledges that the other party will incur
significant and irreparable damage for each such breach and that the other party has no
adequate remedy at law for such breach. Therefore, the other party shall be entitled to
injunctive relief immediately and permanently restraining the Receiving Party from such
continuing and/or threatened breach.

4 General

4.1 This Agreement constitutes the entire understanding between the parties as to the
Confidential Information. Each party hereto acknowledges that this Agreement does not
in any way, expressly or implied, create any obligation on either party to pursue or
consummate any business or other relationship. This Agreement shall be interpreted,

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Confidentiality Agreement

construed and enforced according to the laws of England and shall be subject to the
exclusive jurisdiction of the Courts of England. Any failure or delay of either party in
exercising any rights or remedies hereunder or otherwise shall not operate as a waiver of
any of the rights or remedies of the parties. The provisions of this Agreement are
severable. No amendment or modification of this Agreement shall be valid or binding on
the parties unless made in writing and signed on behalf of each of the parties by their
respective duly authorised officers or representatives. Facsimile signatures shall have
the same force and effect as original signatures.

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the Effective
Date.

For and on behalf of Consulting Party For and on behalf of Cordovan

By:____________________________________By:____________________________________

Print Name:_____________________________Print Name: _____________________________

Title: __________________________________Title: __________________________________

Date: __________________________________Date: __________________________________

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