Know exactly what you can use, share and retain.

For purposes of this Agreement, "Confidential Information" means any information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), either directly or indirectly, in writing, orally, or by inspection of tangible objects, including without limitation, business plans, data, products, services, financial information, technical specifications, trade secrets, and other proprietary information, together with all analyses, compilations, studies, or other documents or records prepared by the Receiving Party and/or its Representatives that contain or reflect such information (collectively, "Evaluation Material"). Confidential Information does not include information which: is or becomes generally available to the public other than as a result of a breach of this Agreement by the Receiving Party or its Representatives; is or has been independently acquired or developed by the Receiving Party without violating any terms of this Agreement; was within the Receiving Party’s possession prior to being furnished by the Disclosing Party, provided the source was not known to be bound by a confidentiality obligation to the Disclosing Party. is lawfully received by the Receiving Party from a third party without restriction on disclosure and without breach of any duty of confidentiality owed to the Disclosing Party. Each Party may act as a Disclosing Party or a Receiving Party under this Agreement. Whenever a Party receives Confidential Information from the other Party, it shall comply with the obligations applying to a Receiving Party under this Agreement.

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.

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.

Confidential Information is provided solely for the purpose of evaluating the Purpose. Except as expressly set out in a definitive agreement relating to the Purpose, neither Party nor any of its Representatives makes any representation or warranty as to the accuracy or completeness of Confidential Information supplied under this Agreement. Each Party shall make its own assessment of the Confidential Information and of the Purpose. Any representation, warranty or undertaking intended to be relied upon in connection with the Purpose shall be set out expressly in the definitive agreement relating to that Purpose. Neither Party is under any obligation to proceed with the Purpose, and either Party may discontinue discussions or negotiations at any time. Nothing in this Agreement excludes or limits liability for fraud or fraudulent misrepresentation.