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Confidentiality Agreement This Confidentiality Agreement ("Agreement") is entered into as of [Date] by and between Pizza Express ("Disclosing Party") and [Recipient Name] ("Recipient"). 1. Purpose: The purpose of this Agreement is to prevent the unauthorized disclosure of Confidential Information (as defined below) regarding the Pizza Express - Pizza Vending Machine. 2. Definition of Confidential Information: For the purpose of this Agreement, "Confidential Information" includes all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. Confidential Information includes, but is not limited to, business strategies, marketing plans, financial data, operational details, technology and product specifications, designs, prototypes, and customer information related to the Pizza Express - Pizza Vending Machine. 3. Obligations of Recipient: Recipient agrees to hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Recipient shall: - Not disclose Confidential Information to any third party. - Not use the Confidential Information for any purpose except to evaluate or engage in discussions concerning a potential business relationship with the Disclosing Party. - Take all necessary steps to protect the Confidential Information from unauthorized or inadvertent disclosure, including limiting access to only those employees or agents who need to know such information for the stated purpose and ensuring they are bound by the terms of this Agreement. 4. Exclusions from Confidential Information: The obligations of Recipient under this Agreement do not extend to information that is: - Publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Recipient. - Discovered or created by the Recipient without reference to or use of the Disclosing Party's Confidential Information. - Otherwise known to the Recipient prior to disclosure by the Disclosing Party, or - Disclosed to the Recipient by a third party not bound by a confidentiality agreement with the Disclosing Party. 5. Return of Materials: Upon the Disclosing Party’s request, the Recipient shall promptly return all materials furnished by the Disclosing Party containing Confidential Information, along with any copies or extracts thereof. 6. No License: Nothing in this Agreement is intended to grant any rights to the Recipient under any patent, copyright, trade secret, or other intellectual property of the Disclosing Party, nor shall this Agreement grant Recipient any rights in or to the Confidential Information except as expressly set forth herein. 7. Term: This Agreement shall commence on the date first written above and continue in effect until the Confidential Information no longer qualifies as confidential or until terminated by mutual agreement of the parties. 8. Remedies: Recipient acknowledges that any disclosure or use of Confidential Information in violation of this Agreement may cause irreparable harm to the Disclosing Party, entitling the Disclosing Party to seek injunctive relief in addition to all legal remedies. 9. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of New Zealand. 10. Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.