# NON-CIRCUMVENTION AGREEMENT
Date: 15 May 2034
Parties: Solway Advisory Ltd and Greenhaven Infrastructure plc
## 1. Purpose and parties
This Non-Circumvention Agreement is made on 15 May 2034 between Solway Advisory Ltd, company number 10562014, of 7 Harbour Square, Liverpool L2 3AA (Introducer), and Greenhaven Infrastructure plc, company number 08944120, of 80 Station Road, Manchester M1 4AB (Recipient). It concerns only contacts and opportunities first identified in a written Introduction Notice under this agreement.
## 2. Facts, scope and terms
For 24 months from each Introduction Notice, the Recipient must not deliberately bypass the Introducer to contract directly with an Introduced Contact about the same renewable-energy project without involving the Introducer or paying the agreed fee. An Introduced Contact is a named project owner, lender, contractor or adviser not already recorded by the Recipient as an active contact before disclosure.
## 3. Process and responsibilities
The Introducer will send a notice naming the contact, project and date of disclosure; the Recipient has 10 business days to object with dated records showing a pre-existing relationship. If no timely objection is made, the contact is protected for that project only. The restriction does not prevent ordinary marketing, unsolicited approaches, public tenders or dealings unrelated to the introduced project.
## 4. Evidence, records and safeguards
If a protected project produces a contract between the Recipient and Introduced Contact during the protection period or within six months after it, the Recipient will notify Solway within five business days and pay 3% of the net fees actually received by the Recipient from that project. For example, £200,000 of received net fees produces a £6,000 fee, payable within 15 days after receipt.
## 5. Review, escalation and outcome
Neither party may use the other's confidential pricing, technical material or personal data except to assess or pursue the introduced opportunity, and each will apply appropriate security and UK GDPR requirements. The parties may disclose information to professional advisers and funders who need it and are bound by confidentiality; disclosure required by law is permitted.
## 6. Reservations and practical protections
The obligations do not restrict a person from working for another business, require an exclusive relationship, or prevent competition outside a protected project. A breach may justify an injunction where damages are inadequate, but the injured party must mitigate loss; liability for fraud, death, personal injury caused by negligence and other non-excludable matters is unaffected.
## 7. England and Wales law and completion
This completed fictional agreement is governed by England and Wales law and the courts of England and Wales have exclusive jurisdiction. It expires on 15 May 2036, but accrued fees, confidentiality and the six-month tail survive. Notices must be in writing to the addresses above, and any amendment must be signed by both parties.