Share the opportunity without giving away control of the information.

The Parties wish to evaluate and, if appropriate, negotiate or pursue a possible business transaction or relationship between them and/or their respective affiliates (the "Purpose"). In connection with the Transaction, either Party may disclose Confidential Information to the other. This Agreement sets out the terms on which that Confidential Information may be used and protected. Agreed purpose and subject matter This description is intended to provide a record of the context and subject matter of the Parties' discussions and disclosures. It does not require the Confidential Information itself to be set out in this Agreement and does not exclude information from protection merely because a particular item is not expressly identified above, where that information is disclosed in connection with or is reasonably related to the subject matter described above.

The Receiving Party agrees to: Use the Evaluation Material solely for the Purpose; Maintain the confidentiality of the Evaluation Material and not disclose it to any third party without the prior written consent of the Disclosing Party, except to its Representatives who reasonably need to know the Evaluation Material for the Purpose; Ensure that each Representative to whom Evaluation Material is disclosed is informed of its confidential nature and is subject to confidentiality obligations no less protective than those contained in this Agreement, whether under contract, professional duty or otherwise. The Receiving Party shall be responsible for any breach of those obligations by its Representatives as if the breach were committed by the Receiving Party itself; Protect the Evaluation Material using at least reasonable care and, in any event, no less than the degree of care it uses to protect its own confidential information of a similar nature; and Not analyse, decompile, disassemble, reverse engineer, or otherwise attempt to derive the composition, structure or underlying ideas of any materials, products or information disclosed as part of the Evaluation Material, except to the extent expressly permitted by applicable law.

The Receiving Party agrees to: Use the Evaluation Material solely for the Purpose; Maintain the confidentiality of the Evaluation Material and not disclose it to any third party without the prior written consent of the Disclosing Party, except to its Representatives who reasonably need to know the Evaluation Material for the Purpose; Ensure that each Representative to whom Evaluation Material is disclosed is informed of its confidential nature and is subject to confidentiality obligations no less protective than those contained in this Agreement, whether under contract, professional duty or otherwise. The Receiving Party shall be responsible for any breach of those obligations by its Representatives as if the breach were committed by the Receiving Party itself; Protect the Evaluation Material using at least reasonable care and, in any event, no less than the degree of care it uses to protect its own confidential information of a similar nature; and Not analyse, decompile, disassemble, reverse engineer, or otherwise attempt to derive the composition, structure or underlying ideas of any materials, products or information disclosed as part of the Evaluation Material, except to the extent expressly permitted by applicable law.

Upon expiry or termination of this Agreement, or at any time upon the written request of the relevant Disclosing Party, the Receiving Party shall, within ten (10) business days and at the Disclosing Party's option, return or permanently destroy all Evaluation Material relating to that Disclosing Party that is within the Receiving Party's possession or control. Where destruction is requested, the Receiving Party shall, upon request, provide written confirmation by the Receiving Party or an authorised representative that the required destruction has been carried out. The Receiving Party shall use reasonable endeavours to remove the Evaluation Material from its active electronic systems to the extent technically practicable. The Receiving Party shall not be required to delete Evaluation Material from routine backup or disaster-recovery systems where selective deletion is not reasonably practicable, or to destroy material which it is required to retain by applicable law, regulation or professional record-keeping obligation. Any material retained under this paragraph shall remain subject to the confidentiality obligations of this Agreement and shall not be accessed, restored or used except as reasonably necessary for backup or disaster-recovery purposes, legal or regulatory compliance, or system integrity. Where Evaluation Material contains personal data, its return, destruction or retention shall also be carried out in accordance with the Data Protection clause of this Agreement and applicable data-protection law.

If the NDA has a fixed term This Agreement shall commence on the date of the last signature and shall continue for a period of Agreed NDA term years. If the NDA continues until terminated This Agreement shall commence on the date of the last signature and shall continue until terminated by either Party by written notice to the other Party. The confidentiality obligations applying to ordinary Confidential Information disclosed under this Agreement shall continue for Agreed confidentiality period years after the expiry or termination of this Agreement. Notwithstanding the preceding paragraph, where Confidential Information constitutes a trade secret within the meaning of the European Union (Protection of Trade Secrets) Regulations 2018 (S.I. No. 188 of 2018), the confidentiality obligations relating to that information shall continue for so long as the information retains its status as a trade secret.

If the Receiving Party or any of its Representatives receives a request or is required to disclose all or any part of the Evaluation Material under the terms of a subpoena, court order, statutory obligation, or regulatory requirement, including any request from a competent regulatory authority such as the Central Bank of Ireland, the Competition and Consumer Protection Commission, the Data Protection Commission, or any other EU or Irish regulatory body, the Receiving Party agrees to: Promptly notify the Disclosing Party in writing of the existence, terms, and circumstances surrounding such a request, to the extent permitted by applicable law, so as to afford the Disclosing Party a reasonable opportunity to seek a protective order or other appropriate relief; Cooperate reasonably with the Disclosing Party in any efforts to seek such protective order or relief at the Disclosing Party's cost; If ultimately compelled to disclose, provide only that portion of the Evaluation Material which is strictly legally required, and use reasonable endeavours to obtain written assurance that confidential treatment will be accorded to any Evaluation Material so disclosed; Notwithstanding the foregoing, nothing in this clause shall require the Receiving Party to breach any mandatory legal obligation or to obstruct any lawful investigation by a competent authority.