Oxford Lab Technologies Confidential Materials Access Agreement

1.1 Binding Agreement

This Confidential Materials Access Agreement (the "Agreement") is a legally binding agreement between:

1. (a)

   Oxford Lab Technologies Ltd (the Company); and

2. (b)

   the person or entity accessing confidential materials made available by the Company (the Recipient).

1.2 Acceptance by Access

By:

1. (a)

   accessing;

2. (b)

   viewing;

3. (c)

   downloading;

4. (d)

   receiving;

5. (e)

   opening;

6. (f)

   reviewing; or

7. (g)

   continuing to access

any Confidential Materials,

the Recipient agrees to be bound by this Agreement.

1.3 Acceptance on Behalf of Organisations

Where the Recipient accesses Confidential Materials on behalf of:

1. (a)

   a company;

2. (b)

   university;

3. (c)

   government organisation;

4. (d)

   laboratory;

5. (e)

   research institution;

6. (f)

   partnership; or

7. (g)

   other legal entity,

the individual accepting this Agreement represents and warrants that they have authority to bind that organisation.

3.1 Permitted Purpose

The Confidential Materials are disclosed solely for:

1. (a)

   evaluation;

2. (b)

   assessment;

3. (c)

   due diligence;

4. (d)

   procurement evaluation;

5. (e)

   technical evaluation;

6. (f)

   research evaluation;

7. (g)

   training; or

8. (h)

   determining whether to enter into a commercial relationship with the Company.

3.2 No Other Purpose

The Recipient shall not use any Confidential Materials for any other purpose without prior written consent from the Company.

4.1 Confidential Treatment

The Recipient shall ensure that it and its Recipient Representatives:

1. (a)

   keep the Confidential Materials confidential;

2. (b)

   protect the Confidential Materials using at least reasonable care;

3. (c)

   prevent unauthorised disclosure;

4. (d)

   prevent unauthorised access; and

5. (e)

   use the Confidential Materials only for the permitted purpose.

4.2 Limited Access

The Recipient may disclose Confidential Materials only to its Recipient Representatives who:

1. (a)

   have a legitimate need to know;

2. (b)

   are informed of the confidential nature of the information; and

3. (c)

   are bound by confidentiality obligations no less protective than those contained in this Agreement.

4.3 Responsibility for Representatives

The Recipient remains responsible for any act or omission of any person to whom Confidential Materials are disclosed.

5.1 No Disclosure

Neither the Recipient nor any Recipient Representatives shall publish, share, distribute or otherwise disclose Confidential Materials to any third party except as expressly permitted by this Agreement.

5.2 No Copying

Neither the Recipient nor any Recipient Representatives shall copy, reproduce, record, photograph, download, screen-capture or store Confidential Materials except where reasonably necessary for the permitted purpose.

5.3 No Reverse Engineering

Neither the Recipient nor any Recipient Representatives shall:

1. (a)

   reverse engineer;

2. (b)

   decompile;

3. (c)

   disassemble;

4. (d)

   analyse;

5. (e)

   derive; or

6. (f)

   attempt to discover

the composition, operation, implementation, design or functionality of any software, hardware or technology disclosed by the Company.

5.4 No Competitive Use

Neither the Recipient nor any Recipient Representatives shall use Confidential Materials for the purpose of:

1. (a)

   developing competing products;

2. (b)

   developing competing services;

3. (c)

   benchmarking;

4. (d)

   comparative analysis;

5. (e)

   competitive intelligence; or

6. (f)

   assisting any competitor.

6.1 Ownership

All Intellectual Property rights in the Confidential Materials remain vested in the Company.

6.2 No Licence

No licence, assignment, transfer, ownership right or other right is granted except the limited right to access the Confidential Materials for the permitted purpose.

6.3 Feedback

Any feedback, suggestions or recommendations provided by or on behalf of the Recipient or its Recipient Representatives may be used by the Company without restriction or compensation.

7.1 Required Disclosure

Where disclosure is required by:

1. (a)

   law;

2. (b)

   regulation;

3. (c)

   court order;

4. (d)

   governmental authority; or

5. (e)

   regulatory authority,

the Recipient may disclose only that part of the Confidential Materials required to comply.

7.2 Notice Requirement

Where permitted by law, the Recipient shall promptly notify the Company before such disclosure.

7.3 Disclosure Requests

The Recipient shall promptly notify the Company of any:

1. (a)

   freedom of information request;

2. (b)

   public-records request;

3. (c)

   transparency request; or

4. (d)

   similar disclosure request

that may affect the Confidential Materials.

The Recipient shall take all reasonable steps permitted by law to protect the Confidential Materials from disclosure.

8.1 Excluded Information

Information shall not be regarded as Confidential Materials to the extent the Recipient can demonstrate that such information:

1. (a)

   was already lawfully known;

2. (b)

   becomes publicly available other than through a breach of this Agreement;

3. (c)

   is lawfully obtained from an independent third party without a duty of confidentiality; or

4. (d)

   is independently developed without reference to the Confidential Materials.

9.1 Company Request

Upon request by the Company, the Recipient shall ensure that it and its Recipient Representatives promptly:

1. (a)

   cease use of the Confidential Materials;

2. (b)

   return them; or

3. (c)

   destroy them.

9.2 Residual Copies

The Recipient may retain copies only where required by:

1. (a)

   applicable law;

2. (b)

   regulation;

3. (c)

   court order; or

4. (d)

   bona fide backup systems,

provided continuing confidentiality obligations remain in force.

10.1 Equitable Remedies

The Recipient acknowledges that monetary damages alone may be an insufficient remedy for breach of this Agreement.

The Company shall be entitled to seek:

1. (a)

   injunctions;

2. (b)

   specific performance; and

3. (c)

   other equitable relief,

without prejudice to any other rights or remedies.

11.1 Confidentiality Survival

The obligations contained in this Agreement shall continue:

1. (a)

   for twenty (20) years after disclosure; or

2. (b)

   for trade secrets, for so long as the information remains a trade secret,

whichever period is longer.

12.1 No Warranty

The Confidential Materials are provided on an "as is" basis.

The Company gives no warranty as to:

1. (a)

   accuracy;

2. (b)

   completeness;

3. (c)

   suitability;

4. (d)

   fitness for purpose; or

5. (e)

   commercial usefulness.

12.2 No Obligation

Nothing in this Agreement requires the Company to:

1. (a)

   continue discussions;

2. (b)

   enter into any transaction;

3. (c)

   supply any goods;

4. (d)

   provide any services; or

5. (e)

   continue providing access.

13.1 Entire Agreement

This Agreement constitutes the entire agreement relating to the Confidential Materials.

13.2 Severability

If any provision is invalid or unenforceable, the remaining provisions shall remain effective.

13.3 Assignment

The Company may assign, transfer or novate this Agreement.

The Recipient may not do so without written consent.

13.4 Governing Law

This Agreement shall be governed by the laws of England and Wales.

13.5 Jurisdiction

The courts of England and Wales shall have exclusive jurisdiction except that the Company may bring proceedings in any court of competent jurisdiction where the Recipient or its assets are located.