# NON-DISCLOSURE AGREEMENT
Date: 6 January 2038
Parties: Aster Labs Ltd and Northbank Retail Ltd
## 1. Parties, purpose and disclosures
This agreement is dated 6 January 2038 between Aster Labs Ltd and Northbank Retail Ltd. Aster may disclose the Aurora prototype, pricing model and testing data so Northbank can evaluate a possible retail launch; the information may not be used for another project.
## 2. Permitted recipients and safeguards
Northbank may share confidential material only with employees and professional advisers identified for the evaluation, provided they are bound to protect it. Each party will apply reasonable technical and organisational safeguards and will tell the other promptly about an unauthorised disclosure.
## 3. Exclusions and compelled disclosure
The confidentiality restrictions do not cover information that is public without breach, independently developed without use of the material, or lawfully obtained from a third party. If disclosure is required by law, the receiving party will give advance notice where legally permitted and disclose only what is required.
## 4. Term, return and remedies
The use and disclosure obligations continue for three years after the last disclosure, except that trade secrets remain protected for as long as they remain secret. On request or when the evaluation ends, the recipient will return or securely delete the material, subject to a legally required archival copy. The parties may seek contractual or other remedies available under applicable law.
## 5. Governing law and execution
This agreement is governed by the law of England and Wales, and the courts of England and Wales have jurisdiction. Aster Labs Ltd and Northbank Retail Ltd intend these terms to be binding when signed by their authorised representatives; electronic signatures may be used where valid.