1. Purpose
The Parties wish to explore a potential business relationship and, in connection with this, may disclose or receive confidential and proprietary information. This Agreement is intended to protect the confidentiality of such information and ensure it is not misused.
2. Definition of Confidential Information
For purposes of this Agreement, “Confidential Information” includes, but is not limited to:
• Business strategies, plans, and financial information;
• Proprietary models, operational frameworks, and valuation methodologies;
• Information regarding joint venture initiatives, including pharmacy acquisition strategies and GP practice models.
• Pharmacy network, stakeholders, supplier, customer, and partner lists;
• Trade secrets, intellectual property, and technical information;
• Any other information disclosed by one Party to the other that is designated as confidential or that should reasonably be understood as confidential.
3. Obligations of the Receiving Party
The Party receiving Confidential Information (“Receiving Party”) shall:
•Maintain the confidentiality of such information and not disclose it to any third party without the prior written consent of the disclosing Party (“Disclosing Party”);
• Use the Confidential Information solely for the purpose of evaluating and negotiating the business relationship between the Parties;
• Take reasonable measures to protect the Confidential Information from unauthorized access or disclosure.
4. Exclusions from Confidential Information
Confidential Information does not include information that:
• Is publicly available or becomes publicly available through no breach of this Agreement.
• Was lawfully known to the Receiving Party before disclosure by the Disclosing Party;
• Is lawfully obtained from a third party without restriction on disclosure;
• Is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.
5. Term and Termination
• This Agreement shall remain in effect for a period of three (3) years from the Effective Date.
• Either Party may terminate this Agreement upon thirty (30) days’ written notice to the other Party.
• The obligations regarding confidentiality shall survive termination for one (1) year after the termination of this Agreement.
6. Return or Destruction of Confidential Information
Upon termination of this Agreement, or upon written request by the Disclosing Party, the Receiving Party shall:
• Return all Confidential Information received under this Agreement;
• Destroy all copies of Confidential Information and provide written certification of such destruction.
7. No License or Ownership Rights
Nothing in this Agreement grants the Receiving Party any rights, title, or interest in the Confidential Information. This Agreement does not constitute a transfer of ownership or licensing of any intellectual property.
8. No Obligation to Proceed
This Agreement does not obligate either Party to proceed with any business transaction or relationship. Each Party reserves the right to terminate discussions at any time.
9. Governing Law and Dispute Resolution
• This Agreement shall be governed by and construed in accordance with the laws of United Kingdom
• Any disputes arising out of or in connection with this Agreement shall first be resolved through good faith negotiations. If unresolved, disputes shall be submitted to arbitration in London under the rules of United Kingdom
10. Miscellaneous
• Entire Agreement: This Agreement constitutes the entire agreement between the Parties regarding confidentiality and supersedes any prior agreements, written or oral.
• Amendments: Any modifications must be in writing and signed by both Parties.
• Severability: If any provision of this Agreement is found to be invalid, the remaining provisions shall remain in full force and effect.
• No Waiver: Failure to enforce any provision shall not constitute a waiver of that provision.
Appointment 
