Confidentiality Agreement

1. Purpose

1.1 The parties wish to disclose certain confidential information to each other for the purpose of exploring invoice factoring services provided by Yoru Factor Ltd (registered number 15722164) (“Purpose”).

2. Confidential Information

2.1 “Confidential Information” means any information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information may include, without limitation, trade secrets, business plans, financial information, technical data, customer lists, and any other information identified as confidential by the Disclosing Party.

3. Obligations

3.1 Receiving Party agrees to maintain the confidentiality of the Confidential Information and to use it solely for the Purpose.

3.2 Receiving Party shall not disclose Confidential Information to any third party without the prior written consent of Disclosing Party.

4. Exceptions

4.1 The obligations of confidentiality under this Agreement shall not apply to any information that:

(a) is or becomes publicly known through no fault of the Receiving Party;

(b) was rightfully in the Receiving Party’s possession without obligation of confidentiality prior to receipt from the Disclosing Party;

(c) is rightfully disclosed to the Receiving Party by a third party without restriction on disclosure;

(d) is independently developed by the Receiving Party without reference to the Confidential Information; or

(e) is required to be disclosed by law or court order, provided that the Receiving Party gives prompt notice to the Disclosing Party to enable the Disclosing Party to seek a protective order or otherwise prevent such disclosure.

5. Term and Termination

5.1 The rights and obligations under this agreement shall expire on the earlier of the date falling two years following the date of this agreement, without prejudice to any antecedent rights arising out of any breach of this agreement prior to such expiry.

6. Miscellaneous

6.1 This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

7. GOVERNING LAW AND JURISDICTION

7.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter, whether of a contractual or non-contractual nature, shall be governed by and construed in accordance with the law of England and Wales. The Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement.
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