Mutual Non-Disclosure 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").

Together, the parties wish to evaluate or carry out: [DESCRIBE THE SPECIFIC PROJECT, TRANSACTION OR RELATIONSHIP] (the "Purpose"). No party is obliged to proceed with a transaction merely because information is disclosed or this agreement is signed.

"Confidential Information" means non-public commercial, financial, technical, operational or personal information disclosed in any form in connection with the Purpose, including pricing, supplier and customer information, introductions, hosting sites, energy arrangements, designs, software, security information, reports, forecasts, know-how, trade secrets and the existence or progress of negotiations.

It does not include information that the receiving party can evidence: was lawfully known without restriction before disclosure; becomes public other than through breach; is lawfully received from a third party without a duty of confidence; or is independently developed without using the disclosed information.

Information is protected whether or not it is marked confidential where a reasonable business person would understand its confidential nature. Nothing requires disclosure of information, transfers ownership, grants an intellectual-property licence or makes a representation that information is complete or suitable for a particular decision.

Each receiving party must use Confidential Information only for the Purpose, keep it secure using at least reasonable care, and disclose it only to directors, employees, professional advisers, funders or contractors who need it for the Purpose and are bound by confidentiality duties. The receiving party remains responsible for their compliance.

A party must not copy, reverse engineer, exploit or disclose Confidential Information beyond what the Purpose reasonably requires. It must promptly notify the disclosing party of an actual or suspected unauthorised disclosure and reasonably assist with containment.

Disclosure required by law, court or competent authority is permitted. Where lawful and practicable, the receiving party must give advance notice, disclose only what is required and consider reasonable protective steps requested by the disclosing party. On written request or when discussions end, Confidential Information must be returned or securely deleted, except for one legal-compliance copy and routine backups not readily accessible in the ordinary course.

Personal data must be handled in accordance with applicable data-protection law and our Privacy Policy. Export controls, sanctions and competition law continue to apply.

This agreement starts on the date above. The confidentiality obligations continue for five years after the final disclosure. Obligations protecting a trade secret continue for so long as the information remains a trade secret under applicable law.

The parties acknowledge that damages may not be an adequate remedy for misuse of Confidential Information and that a court may grant an injunction or other equitable relief, in addition to any remedy available at law. This clause does not create an automatic penalty or predetermined damages award.

This agreement contains the entire agreement about confidentiality for the Purpose and may be varied only in writing signed by both parties. Failure to enforce a right is not a waiver. If a provision is invalid, it will be adjusted or removed only to the minimum extent necessary. Neither party may assign this agreement without the other party's written consent, except as part of a lawful transfer of the relevant business. No partnership, agency, employment or joint venture is created.

English law governs this agreement and the courts of England and Wales have exclusive jurisdiction. It may be signed in counterparts and by electronic signature.

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.