Mutual Non-Disclosure Agreement

Parties

Party A:

Andrew Sutton, trading as …as architecture, of 67 Maindy Road, Cardiff, CF24 4HL

Email: andy@as-architecture.co.uk

Party B:

The individual or organisation identified in the “For you to complete” section below

Each party acts simultaneously as a disclosing party and a receiving party under this Agreement. Where the term “Disclosing Party” is used, it refers to the party sharing information. Where “Receiving Party” is used, it refers to the party receiving it. All obligations apply equally to both parties in their respective roles.

Background

The parties share a broad interest in ideas and concepts connected with homes and the people who live in them. They wish to explore this area of interest together — which may include discussing potential collaboration, commercial opportunities, or simply exchanging views and feedback.

The Field: Ideas, concepts, approaches, and methods relating to the improvement of homes and the lives of their occupants — including but not limited to: energy use and efficiency, carbon reduction and decarbonisation, retrofit and fabric improvement, health and wellbeing in the home, financial access and affordability, and community connection — together with any thinking, working methods, tools, services, or solutions either party has developed or is developing to address those themes, individually or in combination.

Each party is willing to share details of their work in this Field only on the terms set out in this Agreement.

1. What This Agreement Covers

Confidential Information means anything disclosed by one party to the other — whether in writing, verbally, by demonstration, or in any other form — that:

• relates to the Field described above, including the problems it addresses, the approaches or methods used to address them, and any technical, commercial, or strategic details; and
• is identified as confidential at the time of disclosure, or would reasonably be understood to be confidential given its nature; and
• is not excluded by the Prior Knowledge Declarations in Schedule A or by Section 3.

2. What the Receiving Party Must Do

Each party, in its capacity as Receiving Party, agrees to:

• keep the Confidential Information strictly secret;
• use it only for the purpose set out in the Background above;
• not copy, reproduce, or summarise it except as strictly necessary for that purpose;
• tell the Disclosing Party immediately if it becomes aware of any unauthorised use or disclosure.

3. What Is Not Covered

This Agreement does not apply to information that the Receiving Party can demonstrate:

• is declared in that party’s Prior Knowledge Declaration in Schedule A;
• was already in its possession before disclosure, free of any confidentiality restriction, and not declared only because it was not reasonably identified at the time of signing;
• is or becomes publicly known through no fault of the Receiving Party;
• was lawfully given to the Receiving Party by a third party without restriction; or
• was developed by the Receiving Party independently and without reference to the Confidential Information.

If a Receiving Party is required by law or court order to disclose Confidential Information, it must notify the Disclosing Party promptly (where legally permitted) and cooperate with any steps the Disclosing Party wishes to take to protect it.

The Prior Knowledge Declarations in Schedule A are the complete record of each party’s pre-existing claims. Anything not declared in Schedule A is not claimed as prior knowledge.

4. Who Each Party May Share Information With

A Receiving Party may share Confidential Information only with its own employees, contractors, or professional advisers who:

• genuinely need to know it for the purpose described above; and
• are bound by confidentiality obligations at least as strict as those in this Agreement.

The Receiving Party remains responsible for any breach by those people.

4A. Additional Obligations Where Party B Signs in a Personal Capacity

This section applies where Party B has indicated above that they are signing in a personal capacity rather than on behalf of a company or organisation.

Party B agrees that they will not:

• disclose, pass on, brief, or otherwise communicate the Confidential Information to any company, organisation, or employer they are currently associated with or subsequently join or work with; or
• use the Confidential Information in the course of any employment, consultancy, or other professional role, whether paid or unpaid.

This obligation applies regardless of whether Party B’s association with any such company or organisation begins before or after the date of this Agreement, and continues for the full duration set out in Section 6.

Party B acknowledges that these restrictions are reasonable given the nature of the Confidential Information and the other party’s legitimate interest in protecting it.

5. No Licence or Rights Granted

Nothing in this Agreement gives either party any rights in the other’s Confidential Information. All intellectual property rights in each party’s ideas, concepts, and materials remain with that party.

6. Duration

This Agreement takes effect on the date signed and the obligations of confidentiality continue for 3 years from that date, or until the relevant Confidential Information enters the public domain through no fault of the Receiving Party, whichever is sooner.

7. Return or Destruction of Information

On written request from the Disclosing Party, or on termination of discussions between the parties, the Receiving Party will promptly return or securely destroy all materials containing Confidential Information and confirm in writing that it has done so. Where retention of a single copy is required by any applicable law or regulatory authority, this Agreement continues to apply to that copy. This obligation applies equally to both parties.

8. Remedies

Each party acknowledges that a breach of this Agreement may cause the other party irreparable harm for which financial compensation alone would be insufficient. Either party is therefore entitled to seek injunctive relief — including an order to stop the other party from continuing any activity that constitutes or may constitute a breach — as well as any other equitable remedy or remedy available at law. This right applies equally to both parties.

9. General

Entire Agreement. This document, together with Schedule A, sets out the entire agreement between the parties on confidentiality and supersedes any earlier discussions or understandings on the same subject.

Variation. Any changes to this Agreement must be made in writing and signed by both parties.

Waiver. Failure by either party to enforce any term does not amount to a waiver of that term.

Severance. If any provision is found to be unenforceable, the remainder of the Agreement continues in full effect.

Governing Law. This Agreement is governed by the law of England and Wales. Both parties submit to the exclusive jurisdiction of the courts of England and Wales.

Successors. This Agreement is binding on and benefits both parties and their respective successors and permitted assignees. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other.

10. Authority

Each party warrants that it has full authority to enter into this Agreement and, where signing as a representative of a company or organisation, to bind that entity to its terms.

11. No Obligation

Nothing in this Agreement obliges either party to enter into any further agreement, collaboration, or commercial arrangement. Either party may withdraw from discussions at any time without liability.

12. No Warranty

The Disclosing Party makes no representation or warranty, express or implied, as to the accuracy or completeness of any Confidential Information shared under this Agreement. The Receiving Party relies on such information entirely at its own risk.

13. Notices

Notices under this Agreement must be in writing and in English. Delivery by email to the address given at signing is valid service, provided the sender copies themselves on the same email at the time of sending. A notice sent in accordance with this clause is deemed received at 9am on the next Working Day following sending, provided no automated delivery failure notification has been received by the sender. Either party may update their notice address by written notice to the other.

“Working Day” means any day other than a Saturday, Sunday, or public holiday in England and Wales.

Schedule A — Prior Knowledge Declarations

This schedule forms part of the Agreement. It records what each party declares as pre-existing knowledge in the Field at the date of signing. It is the complete record of each party’s prior claims. Anything not declared here is not claimed as prior knowledge.

Party A Declaration — Andrew Sutton, …as architecture

Party A declares prior knowledge of and engagement with ideas and concepts in this Field, as evidenced by the following publicly available projects:

• ...as architecture website: www.as-architecture.co.uk (refer to pages relevant to homes, energy, and sustainability)

A fuller record of Party A’s published work is available at www.as-architecture.co.uk

These materials establish Party A’s prior engagement with and development of ideas in this Field before the date of this Agreement.

Party B Declaration — Prior Knowledge

To be completed before signing. Please describe, at a high level, any ideas, concepts, or projects you were already developing in this area before the date of this Agreement. A brief description is sufficient. If you have nothing to declare, please write “None.”

Party B confirms that the above declaration is accurate and complete to the best of their knowledge at the date of signing.