Confidentiality and Non-Circumvention Agreement

Date: [DATE]

Party 1: The Mining Shop UK Limited, company number 14666497, whose registered office is Enterprise House, 202 to 206 Linthorpe Road, Middlesbrough, England, TS1 3QW ("TMS").

Party 2: [FULL LEGAL NAME], company/registration number [NUMBER], whose registered office or address is [ADDRESS] (the "Counterparty").

Protected Opportunity: [DESCRIBE THE SPECIFIC HOSTING SITE, ENERGY PROJECT, SUPPLY ARRANGEMENT, CUSTOMER OPPORTUNITY OR TRANSACTION].

This agreement protects only the specific opportunity and Protected Introductions listed in the schedule below. It does not prevent ordinary competition or dealings unrelated to that scope.

"Protected Introduction" means a person or organisation first introduced in writing by one party to the other specifically for the Protected Opportunity and identified in the schedule or a later written notice acknowledged by the receiving party.

Schedule of Protected Introductions:

1. [LEGAL NAME, ROLE AND CONTACT DETAILS]
2. [LEGAL NAME, ROLE AND CONTACT DETAILS]
3. [ADD OR DELETE ROWS AS REQUIRED]

An introduction is not protected to the extent the receiving party can evidence a material, active and independent pre-existing relationship concerning the same opportunity, or that the contact was independently identified without use of Confidential Information. Any such exclusion should be notified promptly in writing.

Non-public information about the opportunity, introductions, pricing, sites, energy, customers, suppliers, designs and negotiations is Confidential Information and is protected on the same basis as the parties' signed non-disclosure agreement. If no separate NDA is signed, the confidentiality, permitted-disclosure, security, return/deletion and compelled-disclosure provisions in our Mutual Non-Disclosure Agreement template are incorporated into this agreement.

During the Restriction Period, neither party may knowingly use a Protected Introduction or Confidential Information to bypass the introducing party and directly or indirectly conclude, divert or materially advance the Protected Opportunity without the introducing party's prior written consent.

This restriction also covers acting through an affiliate, agent, nominee, funder, contractor or other intermediary. It does not prohibit contact reasonably required for due diligence or delivery where the introducing party has approved that contact or remains appropriately included in the opportunity.

The restriction does not apply to unrelated business, a documented pre-existing relationship, information in the public domain through no breach, independently developed opportunities, or conduct required by law. Nothing creates exclusivity beyond the listed opportunity, fixes prices, allocates markets or customers, or restricts lawful competition.

Commercial remuneration, commission, margin, project role or consent for direct dealing must be recorded in the applicable written proposal, introduction notice or transaction document. This agreement does not invent a commission where none is stated.

The non-circumvention restriction starts on the date of each Protected Introduction and continues for 24 months. Confidentiality continues for five years after final disclosure, and trade-secret protection continues for so long as the information remains a trade secret.

A party affected by breach may seek its evidenced direct loss and any injunction or equitable relief a court considers appropriate. There is no automatic fixed penalty. The parties must take reasonable steps to mitigate loss.

This agreement may be varied only in writing signed by both parties. If a restriction is wider than enforceable, it is intended to be reduced to the minimum valid scope rather than invalidate the remaining agreement. No partnership, agency, fiduciary duty or obligation to complete a transaction is created. Neither party may assign this agreement without written consent except as part of a lawful transfer of the relevant business.

English law governs and the courts of England and Wales have exclusive jurisdiction. Counterpart and electronic signatures are permitted.

Protected disclosures and lawful reporting

Nothing in this agreement prevents a protected whistleblowing disclosure, a lawful report to a regulator, law-enforcement body or emergency service, obtaining confidential legal or professional advice, cooperating with an investigation, or giving evidence required by law. Any disclosure should be limited to what is reasonably necessary and made through an appropriate route. See the Whistleblowing and Speak-Up Policy.