Mutual Non Disclosure Agreement

2.1.1. business plans, strategies, forecasts, and roadmaps;

2.1.2. financial information, including revenues, costs, projections, and funding plans;

2.1.3. technical information, beverage formulas, recipes, ingredient compositions, flavour systems, blends, nutritional profiles, and product specifications;

2.1.4. trade secrets and know how;

2.1.5. customer and supplier data, including contact lists, agreements, preferences, and purchase history;

2.1.6. marketing and sales information, including pricing, campaigns, and market analysis;

2.1.7. research and development activities, prototypes, and test results;

2.1.8. legal documents, including contracts, terms, and negotiations;

2.1.9. internal policies, procedures, and operational methods;

2.1.10. employee, consultant, and contractor information, including roles, compensation, and performance data;

2.1.11. any third party information that the Disclosing Party is obligated to keep confidential;

2.1.12. and any other information that, by its nature or the circumstances surrounding its disclosure, reasonably should be considered confidential.

2.1.13. information that Disclosing Party designates as confidential;

2.1.14. the terms of this Agreement and information that Disclosing Party discloses to Receiving Party in the course of performing under this Agreement, other than the fact that the Parties have entered into this Agreement;

2.1.15. all information relating to trade secrets, markets, marketing plans, business opportunities, research, assets, liabilities, prices, costs, revenues, profits, finances, investors, products, product plans, development efforts, know how, patents, inventions, algorithms, equipment, ideas, formulae, programs, user interfaces, software, software source documents, designs, sketches, schematics, drawings, works of authorship, models, procedures, processes, techniques, methods, strategies, research, organization, employees, agents, resellers, contracts, customer data, and customer information; and

2.1.16. any other information that Receiving Party knows or reasonably should know to be Confidential Information of Disclosing Party.

2.2.1. is generally available to the public;

2.2.2. either Party has received from a third party without any obligation of confidentiality;

2.2.3. was in the possession of Receiving Party prior to receipt from Disclosing Party without any related obligation of confidentiality; or

2.2.4. Receiving Party has independently developed without using material or information received from Disclosing Party.

8.1. Successors and Assigns. This Agreement will be binding on the Parties’ successors and assigns.

8.2. Modification; Waiver. This Agreement may not be modified or amended except by a written instrument signed by both Parties. No waiver will be implied from conduct or failure to enforce rights, and no waiver will be effective unless in writing signed on behalf of the Party against whom the waiver is asserted. The exercise of any right or remedy provided in this Agreement will be without prejudice to the right to exercise any other right or remedy provided by law or equity, except as expressly limited in this Agreement.

8.3. Notices. All notices and other communications required or permitted by this Agreement to be in writing will be effective upon receipt, which must be acknowledged by the receiving Party, and must be sent by hand, email, facsimile, or air courier to the Company’s published contact details, or to the email address associated with the Partner’s Wobbla account. The Parties may change the names, addresses and email addresses for notices by means of a written notice given to the other Party at least 5 days prior to the effective date of such change.

8.4. No Third Party Beneficiaries. This Agreement has been entered into for the sole benefit of the Parties and does not confer any benefits on any third parties.

8.5. Governing Law. This Agreement and all actions arising out of or in connection with this Agreement will be governed by and construed in accordance with the laws of the UK, excluding its conflict of laws provisions.

8.6. Waiver of Jury Trial. The Parties waive their rights to a trial by jury of any dispute relating to this Agreement.

8.7. Severability. If any of the provisions of this Agreement are or become illegal, unenforceable, or invalid (in whole or in part for any reason), the remainder of this Agreement will remain in full force and effect without being impaired or invalidated.

8.8. Survival. Termination of this Agreement does not release any Party from liabilities or obligations set forth in the Agreement which (a) the Parties have expressly agreed would survive termination or (b) remain to be performed.

8.9. Entire Agreement. This Agreement contains the entire understanding of the Parties with respect to the matters contained in it and supersedes all previous agreements and undertakings of the Parties relating to the same subject matter.