# DUE DILIGENCE NDA
Date: 21 February 2031
Parties: Cedarstone Group plc and Bluehaven Robotics Limited
## 1. Purpose and parties
Cedarstone Group plc may evaluate a possible acquisition of Bluehaven Robotics Limited. Bluehaven will disclose confidential business, technical, customer, employee and financial information solely for evaluating, negotiating and documenting that transaction.
## 2. Facts, scope and terms
Confidential Information excludes information already lawfully known without restriction, independently developed, public without breach or received lawfully from a third party. The existence of discussions, proposed price and data-room activity remain confidential unless disclosure is required by law.
## 3. Process and responsibilities
Cedarstone may disclose only to its directors, employees, lawyers, accountants, insurers and financing sources who need to know and are bound by confidentiality. Sensitive customer-level, source-code and personal data is restricted to named clean-team members who may give aggregated analysis but not share competitively sensitive detail with deal team personnel.
## 4. Evidence, records and safeguards
Each recipient uses reasonable security, follows the data-room rules and promptly reports an incident. Compelled disclosure is permitted after advance notice where lawful and only to the required extent. Bluehaven warrants it has authority to share the material but does not give business warranties through the NDA.
## 5. Review, escalation and outcome
On request or termination, Cedarstone will stop access and return or securely destroy material, subject to legal retention, automatic backup and a single archival copy for compliance. Confidentiality lasts three years, and trade secrets remain protected while they qualify as trade secrets.
## 6. Reservations and practical protections
For six months Cedarstone will not solicit Bluehaven's named senior employees or approach a disclosed customer to acquire its business outside the transaction, but general advertising and unsolicited approaches are excluded. No exclusivity, obligation to proceed or agency is created; remedies include injunctive relief.
## 7. England and Wales law and completion
England and Wales law applies. Notices by hand, post and deal email are separate permitted methods. The agreement is signed by authorised representatives on 21 February 2031 and the data room opens only after both signatures.