Non-binding expression of interest - platform walkthrough

MUTUAL NON-DISCLOSURE AGREEMENT

For discussions with interested parties: customers, professional advisers, and other counterparties

Version: LabourCore Mutual NDA v1.1, 18 Oct 2026

Effective Date: [date of signature] (the date on which the Counterparty signs below)

This Agreement is made between:

LabourCore Limited
Registered Office: 49 Rye Crescent, Curbridge, Oxon, OX29 0AT
Company Number: 17391805
(“LabourCore”)

and

[Company name]
Company Number: -
Registered Office: -
(“Counterparty”)

Each party may disclose and receive Confidential Information under this Agreement and is a “Disclosing Party” or “Receiving Party” accordingly. Together they are the “Parties”.

1. PURPOSE

The Parties wish to explore a potential commercial relationship in connection with the LabourCore software platform (the “Purpose”). On the platform, a firm holds an active wallet for each operative working on its sites or contracted into its scheme; each wallet works like a software seat and opens the whole platform, including the discovery layer, where owners post projects, suppliers find them and express interest, and firms discover supplier capacity. The Purpose includes evaluating the platform, demonstrations and trials, scoping of services, and any related commercial, technical, or professional discussions. Confidential Information may be shared by either party in the course of the Purpose.

2. DEFINITION OF CONFIDENTIAL INFORMATION

“Confidential Information” means all information disclosed by or on behalf of a Disclosing Party, in any form and whether before or after the date of this Agreement, in connection with the Purpose, including but not limited to:

• Business plans, strategy, product rule sets, platform architecture, source code, designs, and technical documentation
• Commercial models, fee structures, pricing, quotations, and commercial terms
• Project, programme, and scheme information, including sites, packages, and delivery schedules
• Supplier, customer, partner, and prospect lists and pipeline information
• Demonstrations, trial environments, and any data or materials made available within them
• Financial information, budgets, and forecasts
• Information of third parties that either party holds under obligations of confidence
• The existence, content, and status of the discussions between the Parties

Exclusions: Information in the following categories is not Confidential Information: information that is or becomes publicly available other than through breach of this Agreement; information lawfully known to the Receiving Party without restriction before disclosure; information lawfully received from a third party free of any duty of confidence; and information independently developed without use of or reference to the Disclosing Party’s Confidential Information.

3. OBLIGATIONS

The Receiving Party shall:

• Keep all Confidential Information strictly confidential
• Use Confidential Information solely for the Purpose and for no other purpose, including any competing or commercial purpose of its own
• Not disclose Confidential Information to any third party without the Disclosing Party’s prior written consent, except as permitted by clause 4
• Protect Confidential Information with at least the degree of care it applies to its own confidential information, and no less than reasonable care
• Promptly notify the Disclosing Party on becoming aware of any unauthorised use, disclosure, or loss of Confidential Information
• Not copy, reverse engineer, decompile or disassemble any platform, software, materials or designs of the Disclosing Party, and not use any Confidential Information, or anything seen or accessed in a demonstration, walkthrough or trial environment, to develop, or to help any third party to develop, any product or service that competes with the Disclosing Party’s platform

4. PERMITTED DISCLOSURES

The Receiving Party may disclose Confidential Information: (a) to those of its officers, employees, contractors, subcontractors, consultants and professional advisers who need to know it for the Purpose and who are bound by duties of confidentiality at least equivalent to this Agreement, with the Receiving Party remaining responsible for their compliance; and (b) to the extent required by law, a court, or a regulator, provided that, where lawful and practicable, the Receiving Party gives the Disclosing Party prior written notice and reasonable cooperation to limit the scope of the disclosure. Disclosure to any group company or client of the Receiving Party requires prior written consent.

LabourCore may disclose to its actual and prospective investors: (a) the name of the Counterparty; (b) the fact that the Parties are in discussions in connection with the Purpose; and (c) the general status of those discussions, for example that a demonstration has taken place or that a letter of intent has been signed. LabourCore shall make any such disclosure on a confidential basis and shall inform the recipient that the information is confidential.

5. NO PUBLICITY

Neither party shall issue any announcement, press release, case study, or marketing or social media reference naming the other party or describing the discussions, without the other party’s prior written consent. Consent for a specific use is not consent for any other use.

6. PERSONAL DATA

The Parties do not intend to share personal data under this Agreement. Where any personal data is nonetheless shared for the Purpose, each party shall comply with applicable data protection law as an independent controller, shall share only the minimum necessary, and shall not use the other party’s personal data for any other purpose. Any processing arrangement required for the platform itself will be dealt with under a separate written agreement.

7. NO LICENCE; INTELLECTUAL PROPERTY

All Confidential Information remains the property of the Disclosing Party. Nothing in this Agreement transfers any intellectual property rights or grants any licence, except the limited right to use Confidential Information for the Purpose. Where the Counterparty gives feedback, comments, or suggestions about the LabourCore platform, LabourCore may use them freely to develop the platform without obligation or payment, and no such feedback carries any expectation of confidence in the Counterparty’s favour unless the Counterparty identifies it as confidential at the time.

8. RETURN AND DESTRUCTION OF MATERIALS

On written request, or on the expiry or termination of this Agreement, the Receiving Party shall promptly return or destroy all documents and materials containing Confidential Information and shall certify in writing that it has done so. The Receiving Party may retain copies held in automatic electronic back-ups or required for legal or regulatory purposes, and this Agreement continues to apply to any retained copies.

9. TERM

This Agreement starts on the Effective Date stated at the top of this Agreement and continues for three (3) years, unless either Party terminates it earlier by giving written notice to the other Party. This Agreement applies to Confidential Information disclosed before or after the Effective Date. The obligations in this Agreement continue to apply to all Confidential Information disclosed before expiry or termination for three (3) years after the date on which this Agreement expires or is terminated. For any Confidential Information that constitutes a trade secret, the obligations continue for as long as the information remains a trade secret. Where the Parties enter into a written agreement covering the same subject matter, that agreement’s confidentiality provisions take precedence from the date it takes effect.

10. NO REPRESENTATION, OFFER, OR EXCLUSIVITY

Confidential Information is provided “as is”. The Disclosing Party gives no warranty as to its accuracy or completeness. Nothing disclosed under this Agreement constitutes an offer, an invitation to invest, or a commitment to enter into any further agreement, and neither party is under any obligation to proceed with the Purpose. This Agreement grants no exclusivity, and each party remains free to pursue discussions and arrangements with any other person.

11. REMEDIES

The Parties acknowledge that damages may not be an adequate remedy for breach of this Agreement, and that the Disclosing Party may seek injunctive or other equitable relief for any breach or threatened breach, without proof of special damage and in addition to any other rights or remedies.

12. GENERAL

• Neither party may assign this Agreement without the other’s prior written consent
• This Agreement is the entire agreement between the Parties in relation to its subject matter, but nothing in it limits liability for fraud
• Any variation must be in writing and signed by both Parties; no failure to enforce a right is a waiver of it
• Nothing in this Agreement creates any relationship of agency, partnership or exclusivity between the Parties
• A person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce this Agreement
• This Agreement may be signed in counterparts and by electronic signature

13. GOVERNING LAW AND JURISDICTION

This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by the laws of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction.

SIGNATURES