The Agreement Date is the date and time on which the Recipient signs this Agreement electronically.

Arabella Tyrwhitt-Drake, trading as by arabella, of London, England and contactable at arabella@byarabella.co.uk (the “Discloser”); and

the individual or legal entity identified in the signature section below (the “Recipient”).

The Discloser owns or controls certain private information concerning the Project.

The Recipient wishes to receive that information solely for the Permitted Purpose.

In consideration of the Discloser making Confidential Information available and the Recipient receiving the opportunity to evaluate the Project, the parties intend to create legal relations and agree as follows.

Project. “Project” means the project or project portfolio identified above the signature section, including the by arabella brand and any software, website, application, design, document or other work created, coded or commissioned by Arabella Tyrwhitt-Drake, together with its related concepts, products, services and proposed developments.

Permitted Purpose. “Permitted Purpose” means evaluating and discussing possible feedback, advice, services, collaboration, investment, licensing or another potential relationship with the Discloser concerning the Project.

Confidential Information. “Confidential Information” means all non-public information disclosed or made accessible by or on behalf of the Discloser, whether before, on or after the Agreement Date, in any written, oral, visual, digital, demonstrative or other form, concerning:

the Project and the underlying idea, concept, functionality or commercial opportunity;

source code, generated code, object code, technical architecture, databases, models, algorithms, integrations, workflows, system instructions, prompts, prompt libraries, model configurations and development methods;

prototypes, demonstrations, websites, applications, screenshots, wireframes, user journeys, product specifications and unreleased features;

designs, illustrations, brand identities, names, copy, content, creative direction and research;

business models, pricing, finances, forecasts, launch plans, marketing plans, customer information, research, suppliers, prospective partners, investors and commercial negotiations;

any notes, copies, analyses or materials derived from the information above; and

the existence and substance of the parties’ discussions.

Information does not need to be marked “confidential” where a reasonable person would understand from its nature or the circumstances of disclosure that it is private.

Representatives. “Representatives” means the Recipient’s employees, officers or professional advisers who genuinely need the Confidential Information for the Permitted Purpose and are subject to confidentiality obligations at least as protective as this Agreement.

The Recipient shall:

keep the Confidential Information strictly confidential and protect it using at least reasonable care;

use the Confidential Information solely for the Permitted Purpose and for no personal, competitive or commercial purpose;

not disclose Confidential Information to another person except a Representative who genuinely needs it for the Permitted Purpose;

remain responsible for any act or omission of its Representatives concerning the Confidential Information;

not copy, reproduce, photograph, record, scrape, extract or distribute Confidential Information except to the limited extent reasonably necessary for the Permitted Purpose;

not publish or place Confidential Information in a public or shared code repository, shared workspace, online forum, dataset or other publicly or broadly accessible location;

not upload, submit or disclose Confidential Information to an artificial-intelligence system, large-language model, code assistant, model-training system or similar third-party service without the Discloser’s prior written permission;

not reverse engineer, decompile, disassemble, systematically test or otherwise attempt to reconstruct a prototype, application or technical system except where expressly authorised in writing;

not use or derive from the Confidential Information to create, commission, fund, advise upon or assist with a competing or substantially similar project;

not apply to register intellectual-property rights based upon or derived from the Confidential Information;

immediately notify the Discloser if the Recipient becomes aware of any unauthorised disclosure, access, loss or use; and

comply promptly with any reasonable instruction intended to contain or remedy an unauthorised disclosure.

The obligations in this Agreement do not apply to information which the Recipient can demonstrate through contemporaneous written evidence:

was lawfully known to the Recipient without a duty of confidence before disclosure by the Discloser;

becomes public other than through a breach of this Agreement or another duty of confidence;

is lawfully received from a third party without a duty of confidence;

is independently developed without access to or use of the Confidential Information; or

the Discloser expressly confirms in writing is no longer confidential.

A combination of information shall not fall within these exceptions merely because individual elements are publicly known.

Where disclosure is required by law, a court or a competent regulator, the Recipient may disclose only the minimum information legally required and, where lawful, shall give the Discloser prompt written notice and reasonable assistance in seeking confidential treatment.

Nothing in this Agreement prevents or restricts any disclosure which cannot lawfully be restricted, including:

reporting suspected criminal conduct to the police or another competent authority;

making a legally protected whistleblowing disclosure;

obtaining confidential legal, medical, therapeutic or regulated professional advice or support;

cooperating with a regulator or law-enforcement authority; or

exercising another right protected by law.

All Confidential Information and all intellectual-property rights in it remain the property of the Discloser or the relevant third-party owner.

No licence, transfer, assignment or other right is granted except the limited right to review the Confidential Information for the Permitted Purpose.

Neither party is obliged to proceed with a transaction, collaboration or other relationship.

Confidential Information is provided without warranty as to completeness or accuracy except where otherwise agreed in writing.

At the Discloser’s written request, the Recipient shall promptly return or securely delete the Confidential Information and confirm completion in writing.

The Recipient may retain one inaccessible archival copy only where required by law or genuine professional record-keeping obligations. Any retained copy remains subject to this Agreement.

The obligations in this Agreement continue for five years from each disclosure of Confidential Information.

Any information constituting a trade secret remains protected for as long as it continues to qualify as a trade secret or otherwise remains confidential through no breach by the Recipient.

The Recipient acknowledges that an unauthorised use or disclosure may cause harm that cannot be adequately remedied by damages alone. The Discloser may therefore seek injunctive, interim or other equitable relief, in addition to any other rights or remedies available.

This Agreement constitutes the entire agreement concerning its subject matter and replaces previous confidentiality discussions concerning the Project.

An amendment must be recorded in writing and agreed by both parties.

The Recipient may not assign or transfer this Agreement without the Discloser’s prior written consent.

A delay or failure to exercise a right is not a waiver of that right.

If any provision is invalid or unenforceable, it shall be modified to the minimum extent necessary or removed without affecting the remaining provisions.

No person other than the parties has any right to enforce this Agreement under the Contracts (Rights of Third Parties) Act 1999.

This Agreement may be executed electronically. The Recipient agrees that entering their typed name, confirming their intention to sign and selecting “Sign NDA” constitutes their electronic signature.

The Discloser accepts this Agreement by providing or continuing to provide access to Confidential Information following the Recipient’s signature.

This Agreement and any non-contractual obligation arising from it are governed by the law of England and Wales.

The courts of England and Wales have exclusive jurisdiction.