RECITALS

(A) The parties, for their mutual benefit, may have exchanged and wish further to exchange certain

information (including but not limited to trade secrets and proprietary know-how) in order that

each of them may evaluate such information for the purpose of determining their respective

interest in establishing a business relationship between them; and

(B) The parties wish to define their rights with respect to the said information and to protect the

confidentiality thereof and proprietary features contained therein.

OPERATIVE PROVISIONS 1. Definitions

1.1. In this Agreement the following terms shall have the following meanings unless the context

otherwise requires:

Agents means directors, officers, employees, agents, resellers,

affiliates, associates, sub-agents, partners, professional

advisers and contractors;

Business Day means a day (other than a Saturday, Sunday or public holiday) when banks

in London are open for business;

Confidential Information means all information or data disclosed (whether in

writing, orally or by any other means) to the Receiving Party or its Representatives by the Disclosing Party or by its Representatives whether before or after the date of this Agreement and shall include but not be limited to:

Mutual Non-Disclosure Agreement - Page 2 of 14

(i) the fact that discussions and negotiations are taking place concerning the Purpose and the

status of those discussions and negotiations (ii) any information relating to the Disclosing Party’s

or its Group’s business, operations, processes,

Mutual Non-Disclosure Agreement - Page 3 of 14

plans, intentions, product information, knowhow, design rights, trade secrets, software, market opportunities, customers, suppliers, trading prospects and business affairs;

(iii)information of whatever nature obtained during

visits to premises; and (iv)any information or analysis derived from Confidential Information,

but shall exclude any part of such disclosed information or data: (i) which is or enters the public domain in any way without breach of this Agreement by the

Receiving Party or its Representatives; (ii) which the Receiving Party can show (a) was in its

possession or known to it on a non-confidential basis by being in its use or being recorded in its

files or computers or other recording media prior to receipt from the Disclosing Party; or (b) to have been developed by or for the Receiving Party at any time independently of the information disclosed to it by the Disclosing Party; or (iii) which is hereafter disclosed or made available

to the Receiving Party from a source other than the Disclosing Party without breach by the Receiving Party or such source of any obligation of confidentiality or non-use towards the

Disclosing Party; or (iv) which is hereafter made generally available by the Disclosing Party or its Representatives or is disclosed by the Disclosing Party to a third party

without restriction on disclosure or use, including, without limitation, by way of the

publication of a patent specification; or (v) which is disclosed by the Receiving Party with

the prior written approval of the Disclosing Party, provided however that the foregoing

exceptions shall not apply to information relating to any combination of features or any combination of items of information merely because information relating to one or more of

the relevant individual features or one or more of the relevant items (but not the combination

Mutual Non-Disclosure Agreement - Page 4 of 14

itself) falls within any one or more of such

exceptions;

Disclosing Party means a party to this Agreement which discloses or

makes available directly or indirectly Confidential

Information;

Mutual Non-Disclosure Agreement - Page 5 of 14

Group means, in relation to a company, that company, each

and any subsidiary or holding company from time to time of that company, and each and any subsidiary from time to time of a holding company of that company and member of a Group shall be construed accordingly; Purpose means any discussions and negotiations between or within the parties concerning or in connection with the potential provision any product or service;

Receiving Party means a party to this Agreement which receives or obtains directly

or indirectly Confidential Information; and

Representatives means in respect of each party, that party’s employees, officers,

representatives or advisers.

1.2. Clause and paragraph headings shall not affect the interpretation of this Agreement.

1.3. A person includes a natural person, corporate or unincorporated body (whether or not having

separate legal personality) and that person’s legal and personal representatives, successors

and permitted assigns. 1.4. Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.1.5. A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment, and includes any subordinate legislation for the time being in force made under it.

2. Handling of Confidential Information

2.1. In consideration of the benefits to the parties of the mutual exchange and disclosure of

Confidential Information, the Receiving Party undertakes to, and shall procure that its

Representatives shall, in relation to the Disclosing Party’s Confidential Information:

2.1.1. maintain the same in confidence and to use it only for the Purpose and for no other

purpose and in particular, but without prejudice to the generality of the

foregoing, (i) not to make any commercial use thereof (ii) not to use the same for

the benefit of itself or of any third party other than pursuant to a further

agreement with the other party;

2.1.2. not copy, reproduce or reduce to writing any part thereof except as may be strictly

necessary for the Purpose and that any copies, reproductions or reductions to

writing so made shall be the property of the Disclosing Party;

2.1.3. not use, reproduce, transform, or store the Confidential Information in a publicly

accessible computer or electronic information retrieval system or transmit it in

any form or by any means whatsoever outside of its usual place of business; and

Mutual Non-Disclosure Agreement - Page 6 of 14

2.1.4. apply the same security measures and degree of care to the Confidential

Information as the Receiving Party applies to its own confidential information.

2.2. Notwithstanding the provisions of clause , the Receiving Party shall be entitled to:

2.2.1. make any disclosure required by law, by any governmental or other regulatory

authority or by a court or other authority of competent jurisdiction of the

Disclosing Party’s Confidential Information, but shall, to the extent permitted by

law or regulation, give the Disclosing Party not less than two Business Days’ notice

of such disclosure and shall consult with the Disclosing Party prior to such

disclosure with a view to avoiding such disclosure if reasonably practicable; or

2.2.2. provided that it has reasonable grounds to believe that the Disclosing Party is

involved in activity that may constitute a criminal offence under the Bribery Act

2010, disclose Confidential Information to the Serious Fraud Office without first

notifying the Disclosing Party of such disclosure.

2.3. The Receiving Party shall establish and maintain adequate security measures (including any

reasonable security measures proposed by the Disclosing Party from time to time) to

safeguard the Confidential Information from unauthorised access or use.

2.4. The Receiving Party may only disclose the Disclosing Party’s Confidential Information to those

of its Representatives who need to know such Confidential Information for the Purpose,

provided that:

2.4.1. it informs these Representatives of the confidential nature of the Confidential

Information before disclosure and obtains from its Representatives enforceable

undertakings to keep the Confidential Information confidential in terms at least

as extensive and binding upon the Representatives as the terms of this

Agreement are upon the parties; and

2.4.2. at all times, it is responsible for these Representatives’ compliance with the

obligations set out in this Agreement.

3. Return of Confidential Information

3.1. The Receiving Party shall on receipt of a written request from the Disclosing Party and

within 14 Business Days of receipt of such request:

3.1.1. return to the Disclosing Party or destroy all documents and materials (and all copies

thereof) containing the Disclosing Party’s Confidential Information;

3.1.2. erase all the Disclosing Party’s Confidential Information from its computer systems

or which is stored in electronic form (to the extent possible); and

3.1.3. certify in writing to the Disclosing Party that it has complied with the

requirements of this clause ,

provided that the Receiving Party may retain documents and materials containing,

reflecting, incorporating, or based on the Disclosing Party’s Confidential Information to the

Mutual Non-Disclosure Agreement - Page 7 of 14

extent required by law or any applicable governmental or regulatory authority and to the

extent reasonable to permit the Receiving Party to keep evidence that it has performed its

obligations under this Agreement.

3.2. Notwithstanding completion of the Purpose or return of documents and materials as

aforesaid, the Receiving Party will continue to be bound by the undertakings set out in

clause

4. Disclaimer and warranty

4.1. The Disclosing Party reserves all rights in its Confidential Information and no rights or

obligations other than those expressly recited herein are granted or to be implied from this

Agreement. In particular, no licence is hereby granted directly or indirectly under any

patent, invention, discovery, copyright or other intellectual property right now or in the

future held, made, obtained or licensable by the Disclosing Party.

4.2. The Disclosing Party warrants its right to disclose its Confidential Information to the

Receiving Party and to authorise the Receiving Party to use the same for the Purpose.

4.3. Except as expressly stated in clause , the Disclosing Party makes no express or implied warranty

or representation concerning its Confidential Information, or the accuracy or completeness

of the Confidential Information.

4.4. The disclosure of Confidential Information by the Disclosing Party shall not form any offer by,

or representation or warranty on the part of, the Disclosing Party to enter into any further

agreement in relation to the Purpose or the development or supply of any product or

service to which the Confidential Information relates.

5. Remedies

5.1. The Receiving Party acknowledges that damages alone may not be an adequate remedy for

the breach of any of the provisions of this Agreement. Accordingly, without prejudice to

any other rights and remedies it may have, the Disclosing Party shall be entitled to the

granting of equitable relief (including without limitation injunctive relief) concerning any

threatened or actual breach of any of the provisions of this Agreement.

5.2. The Receiving Party shall be liable to the Disclosing Party for the actions or omissions of the

Receiving Party’s Representatives under this Agreement, as if they were the actions or

omissions of the Receiving Party.

6. Confidentiality

From submission of the terms and conditions you agree to keep the existence and nature of this

Agreement confidential and not to use the same or the name of the other party (or of any other

company in that party’s Group and externally) in any publicity, advertisement or other disclosure

Mutual Non-Disclosure Agreement - Page 8 of 14

with regard to this Agreement without the prior written consent of Glass Mills Social Enterprise.

External Glass Mill Social Enterprise CIC Software developed by CSR appy and CSR Connector Glass Mill Social Enterprise, the source code is owned by Glass Mill Social Enterprise /Glass Mill Social Enterprise CIC, cannot be used directly or indirectly without written consent by Glass Mill Social Enterprise CIC Director

Michelle Whitely. All projects related to Glass Mill Social Enterprise CIC and Campaigns without written consent from Michelle Whitely from Glass Mill Social Enterprise CIC.

6.1. The Receiving Party undertakes to:

6.1.1. comply with the terms of the Data Protection Act in respect of the Personal Data;

6.1.2. observe in the performance of its duties under this Agreement the data protection

principles as set out in the Data Protection Act; and

Subject to Clause

Return of Confidential , return all Personal Data to the Disclosing Party after use or the expiry or

termination (whichever is earlier) of this Agreement. The Receiving Party shall permit the

Disclosing Party (acting reasonably) access to any of its systems or premises to confirm compliance

with this clause

Subject to Clause

6.1.3. Return of Confidential , return all Personal Data to the Disclosing Party after use or

the expiry or termination (whichever is earlier) of this Agreement. The Receiving

Party shall permit the Disclosing Party (acting reasonably) access to any of its

systems or premises to confirm compliance with this clause

6.2. The Receiving Party will immediately notify the Disclosing Party if it:

6.2.1. becomes aware of any unauthorised or unlawful processing, loss of, damage to,

destruction of or mistake made in relation to the Personal Data;

6.2.2. becomes aware that a disclosure of Personal Data may be required by law;

6.2.3. receives a request from an individual to access their Personal Data or to cease or not

begin processing, or to rectify, block, erase or destroy Personal Data. The parties

will cooperate in promptly investigating and dealing with such request in order

to ensure that the individual's rights under the Data Protection Legislation are

satisfied;

6.2.4. receives any request, correspondence, notice or other communication whether

orally or in writing from the Office of the Information Commissioner, or any other

person, relating to the Personal Data;

Mutual Non-Disclosure Agreement - Page 9 of 14

6.2.5. becomes aware of a breach of this clause .

6.3. The Receiving Party acknowledges that any unauthorised access, destruction, alteration,

addition or impediment to access or use of Personal Data when stored in any computer, or

the publication or communication of any fact or document by a person which has come to

his knowledge or into his possession or custody by virtue of the performance of the

disclosure of information under this Agreement may be a criminal offence and/or be likely

to cause significant loss or damage to the Disclosing Party.

6.4. The Receiving Party will indemnify, defend and hold harmless the Disclosing Party and its

respective Agents, permitted successors and assigns from any and all losses arising from or

in connection with any breach by the Receiving Party of the obligations set out in this clause

.

6.5. Nothing in this clause shall relieve the Receiving Party of any liability for the acts or omissions

of its Representatives in relation to the Personal Data.

7. Notices

All notices under this Agreement shall be in writing and shall be sent by pre-paid first-class

registered or recorded delivery post to the party being served at its address specified above or at

such other address of which such party shall have given notice as aforesaid, and marked for the

attention of that party’s signatory to this Agreement. Any notice required to be given under this

Agreement shall be deemed to have been duly received if sent by pre-paid first-class registered or

recorded delivery post, at 9.00am on the second Business Day after posting.

8. No waiver

8.1. Failure to exercise, or any delay in exercising, any right or remedy provided under this

Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor

shall it preclude or restrict any further exercise of that or any other right or remedy.

8.2. No single or partial exercise of any right or remedy provided under this Agreement or by law

shall preclude or restrict the further exercise of that or any other right or remedy.

9. No partnership

Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint

venture between any of the parties, constitute any party the agent of another party, nor authorise

any party to make or enter into any commitments for or on behalf of any other party.

10. Third party rights

10.1. Save as provided below in clause To the extent that Confidential Information relates to a

member of a party’s Group, this Agreement is for the benefit of each such member of that

party’s Group (and their respective successors in title from time to time), who shall have

Mutual Non-Disclosure Agreement - Page 10 of 14

the benefit of all rights, benefits and limitations provided for the Disclosing Party in this

Agreement and accordingly are entitled to enforce this Agreement subject to and in

accordance with , a person who is not a party to this Agreement shall not have any rights

under or in connection with it.

10.2. To the extent that Confidential Information relates to a member of a party’s Group, this

Agreement is for the benefit of each such member of that party’s Group (and their

respective successors in title from time to time), who shall have the benefit of all rights,

benefits and limitations provided for the Disclosing Party in this Agreement and accordingly

are entitled to enforce this Agreement subject to and in accordance with its terms as if

references to the Disclosing Party included a reference to them.

10.3. Notwithstanding clause To the extent that Confidential Information relates to a member of

a party’s Group, this Agreement is for the benefit of each such member of that party’s

Group (and their respective successors in title from time to time), who shall have the

benefit of all rights, benefits and limitations provided for the Disclosing Party in this

Agreement and accordingly are entitled to enforce this Agreement subject to and in

accordance with above, the parties may agree to rescind or vary this Agreement without

the consent of any other person or entity.

11. Insider dealing and market abuse

11.1. The Receiving Party acknowledges and agrees that:

11.1.1. the Confidential Information is provided to it in confidence and that until the

Confidential Information has been made public it will maintain the confidential

nature of the Confidential Information and it will not engage in any behaviour in

relation to qualifying investments or relevant related investments (within the

meaning of Part 8 of the Financial Services and Markets Act 2000 (“FSMA”) and

the Code of Market Conduct made pursuant to FSMA) while in possession of the

Confidential Information which would amount to market abuse for the purposes

of FSMA; and

11.1.2. some or all of the Confidential Information may constitute inside information for

the purposes of the Criminal Justice Act 1993 (“CJA”) and accordingly by receiving

such Confidential Information the Receiving Party may become an ‘insider’. The

Receiving Party consents to being made an insider by virtue of receiving the

Confidential Information and acknowledges that, subject to and in accordance

with applicable law, it may not deal in securities that are price-affected securities

(as defined in the CJA) in relation to any such inside information, encourage

another person to deal in price-affected securities or disclose the information

except as permitted by the CJA before the Confidential Information has been

made public.

Mutual Non-Disclosure Agreement - Page 11 of 14

12. Term and termination

12.1. If either party decides not to become, or continue to be involved in the Purpose with the

other party it shall notify the other party in writing immediately upon which this Agreement

will terminate. The obligations of each party shall continue notwithstanding any earlier

termination of negotiations or discussions between the parties in relation to the Purpose.

12.2. Termination of this Agreement shall not affect any accrued rights or remedies to which either

party is entitled.

12.3. This Non-Disclosure Agreement shall govern all communications relating to Information

between the parties hereto within the scope of the Purpose during a period of three (3)

years commencing on the date of this Agreement or until such time as this Non-Disclosure

Agreement is expressly superseded by a subsequent agreement between the parties

hereto, whichever is earlier. The Receiving Party shall for a period of three (3) years from

the date of disclosure of Information maintain the Information confidential in accordance

with the terms of this Agreement. The receiving Party shall be free from any confidentiality

obligation, restriction on use and other restrictions regarding Information disclosed by the

Disclosing Party with respect to which such five (5) year period has passed and the

Receiving party may freely use any such Information without restriction. The obligations

set forth in this NonDisclosure Agreement shall survive the termination or expiration of this

Agreement for any reason.

12.4. The provisions of clauses - shall survive termination of this Agreement.

13. Non-assignment

13.1. Save as provided in clause Each party may assign or transfer any or all of its rights and

obligations under this Agreement to any member of its Group for so long as that company

remains a member of the assignor's Group below, this Agreement is personal to the parties

and shall not be assigned or otherwise transferred in whole or in part by either party

without the prior written consent of the other party.

13.2. Each party may assign or transfer any or all of its rights and obligations under this Agreement

to any member of its Group for so long as that company remains a member of the assignor's

Group without consent, provided:

(B.a) the assignor serves notice of any such assignment or transfer on the other party

within 5 Business Days of the assignment or transfer having been made; and

Mutual Non-Disclosure Agreement - Page 12

(B.b) the assignee agrees in writing with the assignor to be bound by all the

obligations of the assignor under this Agreement.

13.3. The assignor shall procure that any assignee assigns any rights assigned to it in accordance

with this 14.3 back to the assignor or another member of the assignor’s Group immediately

before it ceases to be a member of the assignor’s Group.

14. Entire agreement, variation, governing law and jurisdiction

14.1. This Agreement constitutes the entire Agreement and understanding between the parties in

respect of the exchange of information for the Purpose and supersedes all previous

agreements, understandings and undertakings in such respect and all obligations implied

by law to the extent that they conflict with the express provisions of this Agreement.

14.2. This Agreement may not be varied except by written agreement between the parties.

14.3. This Agreement and any dispute or claim arising out of or in connection with it or its subject

matter or formation (including non-contractual disputes or claims) shall be governed by

and construed in accordance with English law.

14.4. The parties irrevocably agree that the courts of England and Wales shall have exclusive

jurisdiction to settle any dispute or claim that arises out of or in connection with this

Agreement or its subject matter or formation (including non-contractual disputes or

claims).

Mutual Non-Disclosure Agreement

QP Jewellers - Fashion - Women - UK

QP Jewellers