1. Purpose

The Parties wish to explore a potential commercial relationship relating to the design, fabrication, cladding and manufacture of proprietary outdoor viewing infrastructure units (the "Purpose").

In connection with this Purpose, each Party may disclose Confidential Information to the other.

2. Definition of Confidential Information

For the purposes of this Agreement, "Confidential Information" includes, but is not limited to:

• Product concepts, designs and technical drawings
• Structural layouts and engineering specifications
• CAD files and fabrication methods
• Cladding systems and material specifications
• Commercial structures, pricing models and deployment strategies
• Client relationships and business discussions
• Any information reasonably understood to be confidential

Confidential Information may be disclosed in written, oral, electronic, digital or visual form.

3. Confidentiality Obligations

The Receiving Party shall:

• Use Confidential Information solely for the Purpose
• Not disclose Confidential Information to any third party without prior written consent
• Restrict access to employees, contractors or advisers strictly on a need-to-know basis
• Ensure such individuals are bound by confidentiality obligations
• Protect the Confidential Information using reasonable and appropriate security measures

Where the Receiving Party engages subcontractors in connection with the Purpose, it shall ensure such subcontractors are bound by confidentiality obligations no less protective than those contained in this Agreement, and the Receiving Party shall remain liable for any breach by such subcontractors.

4. Exclusions

This Agreement does not apply to information which:

• Is publicly available other than through breach of this Agreement
• Was lawfully known prior to disclosure
• Is independently developed without reference to the Confidential Information
• Is required to be disclosed by law or court order (subject to prior notice where permitted)

5. Non-Circumvention

For a period of 24 months from the date of this Agreement, neither Party shall directly or indirectly approach, solicit, engage or enter into any agreement with any client, end customer, commercial partner or supplier introduced by the other Party in connection with the Purpose, without prior written consent.

6. Non-Use and Non-Replication

The Receiving Party acknowledges that the Confidential Information relates to proprietary product design, structural configuration, and commercial deployment strategy owned by the Disclosing Party.

The Receiving Party agrees that it shall not, directly or indirectly:

• Design, manufacture, commission or supply any product, system or structure derived from, based upon, or materially similar to the Confidential Information;
• Assist any third party in developing such a product;
• Use the Confidential Information for any commercial purpose other than the Purpose defined in this Agreement.

This restriction applies whether acting independently, in collaboration with a third party, or on behalf of another client.

This obligation shall survive termination of this Agreement.

7. Intellectual Property

All Confidential Information remains the exclusive property of the Disclosing Party.

Nothing in this Agreement grants any licence, ownership right, or intellectual property interest to the Receiving Party.

8. Term

This Agreement shall remain in force for three (3) years from the date of signing.

The confidentiality, non-use and non-replication obligations shall survive termination for a period of no less than ten (10) years.

9. Return or Destruction

Upon termination of this Agreement, or upon written request, the Receiving Party shall promptly return or securely destroy all Confidential Information, including copies and digital files, and shall confirm such destruction or return in writing within 14 days.

10. Remedies

The Parties acknowledge that breach of this Agreement may cause irreparable harm. The Disclosing Party shall be entitled to seek injunctive relief, in addition to any other remedies available at law.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

12. Entire Agreement

This Agreement constitutes the entire understanding between the Parties regarding confidentiality and non-use and supersedes any prior discussions or agreements relating to the Purpose.