Confidentiality Agreement

The parties/signatories to this agreement are advised that signature of this document will have legal consequences. Where either party is unsure or does not understand the legal obligations and responsibilities placed upon them under this agreement, they are advised to seek legal advice before signing.

CONFIDENTIALITY AGREEMENT

for Scotland

This CONFIDENTIALITY AGREEMENT is made on: ________

1. PARTIES

1.1. The First Party

________ of

________

(hereafter "the Disclosing Party")

AND

1.2. The Second Party

________ of:

________

(hereafter "the Non-disclosing Party")

The parties have AGREED AND DO HEREBY AGREE as follows:

2. DEFINITIONS AND INTERPRETATIONS

2.1. In this agreement, unless there is something in the subjects or context inconsistent therewith:

2.1.a. "the Agreement" means these presents and any document which is supplemental hereto or which is expressed to be collateral herewith or any document which is entered into in accordance with the terms of this Agreement.

2.1.b. "Confidential Information" means any information which is disclosed by any party under this agreement which relates to the Purpose of this agreement and any other information which may reasonably be seen to be of a confidential nature which includes but is not limited to all written and oral information supplied by either party to the other, any plans, materials, documents, designs, concepts, ideas, innovations, informations relating to business practices and activities, financial information, employee information, customer information, any information which is specified to be confidential by the disclosing party and any information which is disclosed during discussions between the parties in the course of this Agreement. Information which is publicly available, lawfully available from another source outside of this Agreement; specifically stated not to be confidential by the disclosing party to this agreement; or is required to be disclosed by any law or regulation shall not be considered to be Confidential Information. Information which is available to the Non-disclosing Party to this Agreement through the public domain, information which is already known by the Non-disclosing Party before this Agreement commences and any information which is specifically stated by the Disclosing Party not to be confidential shall not be considered to be Confidential Information under the terms of this Agreement.

2.1.c. "the Purpose" means the specified purpose as set out within this Agreement at the clause titled "PURPOSE" for the disclosure of Confidential Information between the parties to this Agreement.

2.1.d. "data protection laws" means the relevant laws, statutes, legislation, orders, regulations or any other relevant rules which may be applicable to the processing of personal data to which a party to this agreement is subject to including the Data Protection Act 2018 and any modification thereof.

2.1.e. "Other Persons" means any persons, companies, firms, partnerships and any other type of person who is not a named party to this Agreement.

2.2. Interpretations:

2.2.a. Words which import the neuter gender only shall include the masculine and feminine genders; words importing the masculine gender only shall include the feminine gender and vice versa.

2.2.b. Words which import the singular only shall also include the plural and vice versa; where two or more persons are included in the expression "the Disclosing Party" or the "the Non-disclosing Party", or any variation thereof, obligations contained within this agreement which are to be made by "the Diclosing Party" or the "Non-disclosing Party" shall be binding jointly and severally on them and their respective representatives and executors.

2.2.c. Where either party is a firm or a partnership the obligations of the that party as set out in the agreement shall be binding jointly and severally on all persons who are or become partners of the firm at any time during the period of this Agreement and any representatives, executors, the whole firm and its stock, funds, assets and estate and all obligations under this agreement shall continue to be binding regardless of any change or changes which occur within the firm or partnership through the creation of a new partner or partners or due to the bankruptcy, retrial or death of any individual partner.

2.2.d. Words importing persons include companies and vice versa.

2.2.e. Reference to any Act of Parliament shall include any modification, reenactment, amendment or extension thereof for the time of it being in force and shall also include all orders, plans, regulations, directions, permissions, bye-laws and instruments for the time being made, issued or given thereunder or deriving validity therefrom.

2.2.f. Where any obligation placed on the Non-disclosing party under this agreement provides for the Non-disclosing party not to do an act or thing this shall include an obligation not to permit such act or thing to be done and to prevent any such act or thing being done by a third party.

2.2.g. Any reference to the necessary consent or approval of the Disclosing Party or words and phrases with similar effect shall mean the consent or approval of the Disclosing Party in writing executed by or on behalf of the Disclosing Party.

3. PURPOSE

The Disclosing Party agrees to disclose and share Confidential Information to the Recipient under and in accordance with the terms of this Agreement for the following purpose:

________

4. DURATION

The terms and conditions herein contained shall be binding upon the Parties to this Agreement indefinitely.

5. CONFIDENTIALITY AND USE

5.1. The Non-disclosing Party to this Agreement shall keep all Confidential Information secure and secret indefinitely.

5.2. The Non-Disclosing Party shall not disclose any Confidential Information disclosed to them under the terms of this Agreement to any third party unless such disclosure is provided for within this Agreement.

5.3. Any and all Confidential Information disclosed under this Agreement shall not be used in connection with any activities or purposes by the Non-disclosing Party which do not relate to the fulfilment of the Purpose as contained herein.

5.4. The Non-disclosing Party to this Agreement shall take all necessary and reasonable steps and measures to ensure that all and any Confidential Information disclosed under this Agreement remains confidential.

5.5. Any and all Confidential Information disclosed under this Agreement by the Disclosing Party to the Non-disclosing Party shall not be used by the Non-disclosing Party to gain any commercial advantage over the Disclosing Party and where such Confidential Information is used by the Non-disclosing Party to gain any commercial advantage this shall constitute a material breach of this Agreement.

5.6. Nothing in this Agreement shall prevent the Non-disclosing Party from sharing or disclosing Confidential Information where so required by law or by an competent body of authority.

6. PERMITTED DISCLOSURES

6.1. The Non-disclosing Party shall be permitted to share any Confidential Information disclosed to them under this Agreement with any employees, professional advisors, agents and directors who require access to such Confidential Information to reasonably, sufficiently and adequately fulfil the Purpose of this Agreement providing that:

6.1.a all and any employees, professional advisors, agents and directors are subject to a legally binding and enforceable confidentiality agreement with the Non-disclosing Party and the terms and obligations of that confidentiality agreement are equivalent to those contained herein;

6.1.b the employees, professional advisors, agents and directors are aware of the Disclosing Party's interest in the Confidential Information which is being disclosed to them and of the terms of this Agreement; and

6.1.c the employees, professional advisors, agents and directors have been ordered by the Non-disclosing Party to handle and treat the Confidential Information disclosed to them as sensitive, secret and confidential in accordance with the terms herein contained in the Agreement.

6.2. The Non-disclosing Party shall responsible for ensuring that their employees, professional advisors, agents and directors comply with the conditions and undertakings herein contained within this Agreement and where any employees, professional advisors, agents and directors should breach or violate the terms and conditions of this Agreement this shall be treated as breach by the Non-disclosing Party.

7. DATA PROTECTION

Where the disclosure of any and all Confidential Information by the Disclosing Party involves any personal data or information being processed, shared or stored by the Non-disclosing Party such personal data shall be processed, shared or stored in a way which is compliant with the data protection laws including the Data Protection Act 2018 and any amendments thereof which may from time to time be introduced and any other act of parliament, law, statute, subordinate legislation, regulation, order, mandatory guidance or code of practice, judgement of a relevant court of law, or directives or requirements of any regulatory body which relates to the protection of individuals with regard to the processing of personal data.

8. 885888 82 88252855885

52 25252 88 522 852585 22 522 2888252822 25 52525252822 58 822258225 82 2588 825222222 82 252 822-5888828822 25522 2522 525 82 522 8585 8582 82 85588 82 858258 225 252 8888828822 25522 22 85822 2588 825222222 22 52 225 225258825 525 22 522288288 522 822285222858 52225252822 85885 558 8222 855525 52525 2588 825222222 58 82 2588 825222222 555 22825 8222 2222525 8222 82 252 2552828 852 2588 85588 222 82 22 252 522582222 22 522 58252 22 582822 25 522252 22 252 8888828822 25522 82 5282282 22 252 22528252822 22 2588 825222222.

9. 855588 82 888258585582 58288285588 888 28825858

552 822-5888828822 25522 582228825228 525 525228 2552 252 25222522 525 822258252 82 252 822285222858 52225252822 588882825 22 82 82 252 8888828822 25522, 828855822 522 528522228, 28828 525 22525 82228 8222582822 522 22 252 822285222858 52225252822, 8282228 22 252 8888828822 25522. 82 252 8888828822 25522'8 8582222 5285282 25 85252 2588 825222222 88 2252825225 552 22 522 852585 22 2888252822 82 252 822-5888828822 25522, 252 822-5888828822 25522 8888 522552 22 252 8888828822 25522 882582 82822 85822555 5528 588 252 822285222858 52225252822 85885 2522 5582 52828825 52525 2588 825222222 525 85885 252 82888 82 82 25285 2288288822, 828855822 522 822828 2552, 525 2522 22 2552525 582 25 5888828552 22 522 22 252 822285222858 52225252822.

10. NO IMPLIED RIGHTS

This Agreement shall not be construed to grant any licence or rights other than as expressly set out herein in respect of the Confidential Information, nor to require any disclosure any of the Confidential Information. No warranty or representation, express or implied, is given as to the accuracy, efficacy, completeness, capabilities or safety of any materials or information provided under this Agreement.

11. SEVERABILITY

Where any accepted and recognised body of authority finds any clause, provision, undertaking, condition, obligation, term or any other stipulation within this Agreement to be unlawful or unenforceable to any such extent, such clause, provision, undertaking, condition, obligation, term or any other stipulation within this Agreement shall be severed from the remainder of the Agreement and all other remaining clauses, provisions, undertakings, conditions, obligations, terms and all and any other stipulations shall remain in effect and valid to their fullest extent as permitted by the law.

12. LAW OF SCOTLAND TO APPLY

This Agreement shall be interpreted and construed in accordance with the Law of Scotland and any dispute, difference or question of any kind which shall or may arise between the parties of this Agreement shall be determined in accordance with the Law of Scotland and settled by the Courts of Scotland.

13. CONSENT TO REGISTRATION

By signing this Agreement, the Parties hereby accept and agree to be bound by the terms that are set out herein.

The parties consent to registration hereof for preservation and execution: IN WITNESS WHEREOF

The Disclosing Party

Subscribed by ________

___________________________________

(signature)

AT

__________________________________

(city/town)

ON:

__________________________________

(date)

BEFORE

___________________________________

(printed name of witness)

___________________________________

(signature of witness)

___________________________________

___________________________________

___________________________________

(address of witness)

The Non-disclosing Party

Subscribed by ________

___________________________________

(signature)

AT

__________________________________

(city/town)

ON:

__________________________________

(date)

BEFORE

___________________________________

(printed name of witness)

___________________________________

(signature of witness)

___________________________________

___________________________________

___________________________________

(address of witness)