# MEMORANDUM OF UNDERSTANDING
## Date and parties
Date: 3 June 2029
This memorandum of understanding (MOU) is between Blueford Energy Systems Limited, company number 11280431, registered office at 18 Dockside Way, Hull HU1 2AB (Blueford), and GreenCairn Recycling Limited, company number 08851207, registered office at 5 Foundry Street, Leeds LS10 1RJ (GreenCairn). Each is a Party and together they are the Parties.
This MOU is an illustrative worked example under the law of England and Wales. Clauses 6, 7, 8, 9, 10 and 12 are intended to be legally binding. Clauses 1 to 5 and 11 describe good-faith intentions only and do not require a Party to proceed, purchase, supply, invest or enter a definitive contract. No partnership, agency, joint venture or fiduciary relationship is created. The Parties must obtain specialist advice on environmental permits, waste transfer, competition, insurance, tax and data protection.
## 1. Purpose and pilot
The Parties intend to test a closed-loop service for collecting and recycling lithium-ion battery modules removed from Blueford's commercial energy-storage cabinets. The pilot will run for twelve months from 1 July 2029 to 30 June 2030, subject to permits, safety procedures and a separate waste-transfer and processing agreement. Blueford expects to make available up to 240 tonnes of modules, and GreenCair expects to process up to 20 tonnes per month. These quantities are forecasts and are not minimum commitments.
The pilot objectives are to verify safe collection, achieve traceable processing, measure recovery yields and assess whether a longer-term commercial service is viable. GreenCair will provide a monthly report showing tonnes received, tonnes processed, recovery by material category, rejected loads, incidents and destination evidence. Blueford will provide reasonable technical information about battery chemistry and known hazards.
## 2. Indicative work plan
The intended milestones are:
- by 14 June 2029, the Parties will agree a safety and chain-of-custody protocol;
- by 28 June 2029, GreenCair will confirm its permit, carrier and insurance evidence;
- during July 2029, the Parties will conduct a controlled trial of 10 tonnes;
- by 31 October 2029, the Parties will review the first 40 tonnes and the incident register;
- by 31 March 2030, the Parties will decide whether to scale monthly collections; and
- by 15 June 2030, the Parties will prepare a final pilot report.
The pilot budget is estimated at £96,000 excluding VAT, consisting of £48,000 collection and transport, £30,000 processing and testing, £12,000 project management and £6,000 contingency. The four components total £96,000. Blueford expects to fund £60,000 and GreenCair £36,000, but neither contribution is payable unless the Parties sign a binding implementation order stating the relevant scope and invoice dates.
## 3. Indicative commercial model
If the pilot is successful, the Parties intend to negotiate a five-year service agreement. The initial discussion model is a processing fee of £150 per tonne received, less a verified recovery credit. For a month with 20 tonnes, the gross processing fee would be £3,000. If verified recovered material sales are £1,200, the indicative net service fee would be £1,800 plus VAT. This example is not a price commitment and no Party may invoice under it without a definitive agreement.
GreenCair would own recovered materials only after lawful transfer and payment of any agreed fee; Blueford would retain title to rejected or quarantined material unless the definitive agreement states otherwise. Both Parties intend to agree service levels, liability allocation, audit rights, force majeure, insurance and an environmentally compliant hierarchy for reuse, recycling and disposal.
## 4. Governance and decisions
Each Party will appoint a project lead. Blueford's lead is Sophie Amelia Grant, Head of Sustainability, and GreenCair's lead is Marcus Leon Bennett, Operations Director. The project leads will meet fortnightly during the first three months and monthly thereafter. A material change to safety, scope, budget, site, processing method or public statement requires written approval from both Parties.
The project leads may not amend this MOU, commit either Party to expenditure, admit liability, waive a permit condition or bind a Party to a long-term contract. Each Party remains responsible for its personnel, subcontractors, equipment and legal compliance. A Party may pause a collection immediately where it reasonably believes there is a serious safety or environmental risk, and must notify the other Party promptly.
## 5. Intellectual property and data intention
Each Party retains its pre-existing intellectual property, including Blueford's battery designs and GreenCair's processing methods. Subject to confidentiality, each intends to grant the other a limited, non-exclusive, non-transferable licence during the pilot to use information solely for the pilot. New reports and measurements will be shared for evaluating the pilot; ownership of inventions and process improvements will be agreed in the definitive agreement.
The Parties expect to exchange business contact details, technical records and incident information. They will use the minimum data necessary, apply appropriate security and enter a data-processing or data-sharing arrangement if required. No Party may upload the other's confidential information to a public artificial-intelligence service or use it to train a model without written consent.
## 6. Binding confidentiality
Each Party must keep confidential this MOU, negotiations, technical information, pricing discussions, customer information, safety records, security information and all other non-public information received from the other. It may use such information only to evaluate, plan or perform the pilot and may disclose it only to personnel, professional advisers, insurers, funders and subcontractors who need to know and are bound by confidentiality, or where disclosure is required by law, a court or regulator.
Confidential information excludes information that is public without breach, lawfully known without restriction before disclosure, independently developed without reference to it, or lawfully received from a third party. The duty begins on disclosure and continues for five years after this MOU ends; trade secrets remain protected while they are trade secrets. A receiving Party must notify the disclosing Party promptly of suspected unauthorised access and may be required to return or securely destroy information, subject to lawful retention.
## 7. Binding costs, safety and compliance
Each Party bears its own costs unless a signed implementation order says otherwise. Neither Party is responsible for the other's loss merely because the pilot does not proceed. Each Party must comply with applicable health and safety, environmental, waste, transport, employment, anti-bribery and data-protection law and must maintain insurance appropriate to its activities. GreenCair must not accept a load without the required classification and transfer record.
The Parties must promptly report a serious incident, regulator contact, permit suspension, loss of insurance or material breach affecting the pilot. Nothing in this MOU permits either Party to handle hazardous material unlawfully or to contract out of liability that cannot legally be excluded.
## 8. Binding data and security
Each Party must use reasonable technical and organisational measures, including access controls, secure transfer, backups and incident response, to protect the other's information. A security incident affecting the pilot must be reported without undue delay and, where practicable, within 48 hours after confirmation. The Parties will cooperate on containment and regulatory notifications, without admitting liability by giving assistance.
## 9. Binding publicity
Neither Party may use the other's name, logo, customer identity, photographs or pilot results in publicity, a tender, a case study or a press release without prior written consent. A legally required announcement may be made after reasonable prior notice where lawful, and must contain only the required information.
## 10. Termination of the MOU
Either Party may end this MOU on 20 Business Days' written notice, or immediately if the other Party suffers insolvency, loses a material permit, commits an unremedied material breach, or creates a serious safety risk. Ending the MOU does not cancel an already signed implementation order unless that order says so. Clauses 6 to 9 and 12 survive termination for their stated periods. Business Day means a day other than a Saturday, Sunday or bank holiday in England and Wales on which banks in London are open.
## 11. No obligation to proceed
Neither Party is obliged to enter the proposed service agreement or to supply a particular volume. Any future agreement must be in writing and signed by authorised representatives. The Parties will discuss the pilot honestly and in good faith, but either may reject a proposal for commercial, technical, legal or regulatory reasons.
## 12. Notices, law and jurisdiction
A notice must be in writing and sent by hand, pre-paid recorded post or email to the registered office or email address last notified in writing. Hand delivery between 9.00 am and 5.00 pm on a Business Day is effective when left. Recorded post is effective at 9.00 am on the second Business Day after posting unless received earlier. An email sent before 5.00 pm on a Business Day is effective when sent if no delivery-failure message is received; an email sent at or after 5.00 pm is effective at 9.00 am on the next Business Day if no delivery-failure message is received. An email that produces a delivery-failure message is not effective and must be resent.
The binding provisions are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, subject to urgent injunctive relief in another court with jurisdiction. Electronic signatures and counterparts are permitted.
## Signatures
For Blueford Energy Systems Limited:
Name: Sophie Amelia Grant, authorised representative
Signature: __________________________
Date: 3 June 2029
For GreenCairn Recycling Limited:
Name: Marcus Leon Bennett, authorised representative
Signature: __________________________
Date: 3 June 2029