Sage - Mutual Confidentiality Agreement


                                                                                     

The parties named below each intend entering into discussions which will involve the exchange of confidential information between them. They each agree to comply with this agreement in connection with the disclosure and use of such confidential information.


Sage
Full company or business name: Sage Global Services Limited
Registered Office(or, if applicable, principle place of business): C23 - 5 & 6 Cobalt Park Way, Cobalt Park, Newcastle Upon Tyne, NE28 9EJ
Company Number (if applicable): 09506951

The “Purpose” (the reason the parties are
disclosing or exchanging confidential information): Discussion and sharing of information for research purposes.


Signatures
By signing this agreement the parties each acknowledge that they have read and understood the terms of this agreement and they each agree to be bound by them.
Company Name: Sage 
Signature of authorised signatory:
Name: Alexander Simon
Position: Sage Insights Manager
Date: 13/02/2026

Company Name:  

Name:  

Position:  

Date:

1. Interpretation
1.1 In this agreement the following words have the following meanings:
“Confidential Information” has the meaning given in clause 2;
“Discloser” the party disclosing Confidential Information (or a Sage Group Company disclosing the Confidential Information), to the other
party;
“Feedback” feedback given by the Company to Sage in connection with: (i) Sage’s software, products, services, business or technology
plans, including without limitation, comments or suggestions regarding the possible creation, modification, correction, improvement or
enhancement of the aforementioned items; or (ii) the Company’s views on Sage’s development direction;
“Group Company” the Company, any subsidiary or any holding company from time to time of that company, and any subsidiary from time to
time of a holding company of that company. Each company in a Group is a member of the Group.
“Purpose” the purpose set out on page 1 and related discussions;
“Recipient” the party receiving Confidential Information from the other party (or a Sage Group Company) in accordancewiththis agreement;
“Representatives” employees, officers, contractors, advisers, agents, subcontractors and/or consultants of a partyor a Sage Group Company;
“Residual Information” non-tangible information which may be incidentally retained in the unaided memory of the Representatives of the
Recipient who have had access to the Confidential Information (provided such persons have not studied the information solely for the purpose of replicating the same from memory) save that under no circumstances shall Residual Information include any information that such persons know or a reasonable person would know was Confidential Information of the Discloser; and
“Sage Group Company” any entity that directly or indirectly controls, is controlled by, or is under common control with another entity
within The Sage Group plc.


2. Confidential Information
2.1 Confidential Information is all confidential information (however recorded, preserved or disclosed) disclosed directly or indirectly by a
party or its Representatives to the other party or that party’s Representatives whether before or after signature of this agreement by a
party and includes:
2.1.1 the Purpose and the fact that discussions are taking place concerning the Purpose and the status of those discussions;
2.1.2 the existence and terms of this agreement;
2.1.3 any information that would be considered confidential by a reasonable business person relating to:
2.1.3.1 the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the Discloser or a Sage
Group Company;
2.1.3.2 the operations, processes, product information, know-how, designs, trade secrets or software (including source, object
and assembly code) of the Discloser or a Sage Group Company; and
2.1.3.3 information, findings, data or analysis derived from confidential information or otherwise developed by a party in in
connection with this agreement, but explicitly excludes any information referred to in clause 2.2.
2.2 Information is not Confidential Information if:
2.2.1 it is, or becomes, generally available to the public other than as a direct or indirect result of its disclosure by the Recipient or its Representatives in breach of this agreement; or
2.2.2 it was available to the Recipient on a non-confidential basis prior to disclosure by the Discloser; or
2.2.3 it was, is or becomes available to the Recipient on a non- confidential basis from a person who, to the Recipient’s knowledge, is not under any confidentiality obligation; or
2.2.4 it was lawfully in the possession of the Recipient before it was disclosed to it by Discloser; or
2.2.5 it is developed by or for the Recipient independently of the information disclosed by the Discloser; or
2.2.6 the Discloser agrees in writing is not confidential or that it may be disclosed.
3. Confidentiality Obligations
3.1 In return for the Discloser making Confidential Information available to the Recipient, the Recipient undertakes to the Discloser that it shall:
3.1.1 keep the Confidential Information secret and confidential;
3.1.2 not use or exploit the Confidential Information in any way except for the Purpose; and
3.1.3 not directly or indirectly disclose or make available any Confidential Information in whole or in part to any person, except as expressly permitted by, and in accordance with this agreement.
3.2 The Recipient shall establish and maintain adequate security measures to safeguard the Confidential Information from unauthorised
access or use.
4. Permitted Disclosure to Representatives
4.1 In instances where it is strictly necessary for a Recipient to disclose Confidential Information to its Representatives to fulfil the Purpose it
may do so, provided that it:
4.1.1 informs those Representatives of the confidential nature of the Confidential Information before it is disclosed; and
4.1.2 procures that those Representatives comply with the confidentiality obligations in clause 3.1 as if they were the Recipient; and
4.1.3 shall be liable for the actions or omissions of the Representatives in relation to the Confidential Information as if they were the
actions or omissions of the Recipient.
5. Mandatory Disclosure
5.1 Subject to the provisions of this clause 5, a party may disclose Confidential Information to the minimum extent required by:
5.1.1 an order of any court of competent jurisdiction or any regulatory, judicial, governmental or similar body or any taxation authority of
competent jurisdiction; or
5.1.2 the rules of any listing authority or stock exchange on which its shares or those of the Sage Group Company are listed or traded.
5.2 Before a party discloses any Confidential Information pursuant to clause 5.1 it shall, to the extent permitted by law, use all reasonable
endeavours to give the other party as much notice of this disclosure as possible.
5.3 If a party is unable to inform the other party before Confidential Information is disclosed pursuant to clause 5.1 it shall, to the extent
permitted by law, inform the other party of the full circumstances of the disclosure and the information that has been disclosed as soon as reasonably practicable after such disclosure has been made.
6. Return or Destruction of Confidential Information
6.1 If so requested by the Discloser at any time by notice in writing to the Recipient, the Recipient shall:
6.1.1 destroy or return to the Discloser all documents and materials (and any copies) containing, reflecting, incorporating or based on
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the Discloser's Confidential Information;
6.1.2 subject to clause 6.3, erase the Discloser's Confidential Information stored by it electronically from all systems, services or devices
used by it or under its control; and
6.1.3 certify in writing to the Discloser that it has complied with the requirements of this clause 6.1.
6.2 Nothing in clause 6.1 shall require the Recipient to return or destroy any documents and materials containing or based on the Discloser's Confidential Information that the Recipient is required to retain by applicable law, or to satisfy the requirements of a regulatory authority or body of competent jurisdiction or the rules of any listing authority or stock exchange, to which it is subject. The provisions of this agreement shall continue to apply to any documents and materials retained by the Recipient pursuant to this clause 6.2.
6.3 Any Confidential Information (including copies) held by a party which cannot be recovered from its systems due to technological reasons shall be held by that party in strict confidence until such time that such Confidential Information (and copies) is permanently deleted from those systems, except that the Recipient shall not be required to identify or delete Confidential Information which is held securely in archive
or back-up systems in accordance with general systems archiving or backup policies.
7. Reservation of Rights
7.1 Each party reserves all rights in its Confidential Information. Disclosure of Confidential Information by the Discloser does not give the Recipient or any other person any license or other right in respect of any Confidential Information beyond the rights expressly set out in this agreement.
7.2 Nothing in this agreement shall prohibit or restrict either party’s right (or the right of a Sage Group Company) to develop, make, use, market, license, commercialise or distribute products or services similar to or competitive with those of the other party disclosed in the Confidential Information provided that by doing so the party does not breach this agreement. Each party acknowledges that the other may already possess or have developed products or services similar to or competitive with those disclosed by that party within Confidential
Information.
7.3 The Recipient shall not be in violation of this agreement due to the incidental use of any Residual Information resulting from authorised
access to or work completed by its Representatives (or a Sage Group Company) in connection with Confidential Information of the
Discloser.
7.4 Neither party shall have any obligation to limit or restrict the work of its Representatives or to pay royalties for any work resulting from the
use of Residual Information.
7.5 Unless a party uses Residual Information in accordance with this clause 7 then any and all intellectual property rights flowing from the Recipient’s consideration or use of Confidential Information shall belong to the Discloser. At the reasonable request and cost of the Discloser, the Recipient shall sign any documents and take any act which may be necessary to give full effect to this clause.
7.6 Except as expressly stated in this agreement, neither party makes any express or implied warranty or representation concerning its Confidential Information, including but not limited to the accuracy or completeness of the Confidential Information.
8. Feedback
8.1 During the course of this agreement, the Company may, at its sole discretion, provide Feedback to Sage.
8.2 To enable Sage to use such Feedback, the Company grants to Sage a non-exclusive, perpetual, irrevocable, worldwide, sub-licensable, royalty-free license, to use, publish, and disclose such Feedback and to display, perform, copy, make, have made, use, sell, and otherwise dispose of Sage’s (or a Sage Group Company’s) products or services embodying the Feedback in any manner and via any media that Sage chooses, at its sole discretion.
8.3 Sage shall be entitled to use the Feedback for any purpose without restriction or remuneration of any kind with respect to the Company and/or its Representatives. Except for the license granted in clause 8.2 above to use Feedback provided by the Company pursuant to clause 8.1, Sage acquires no title or interest in any pre-existing or independently developed Confidential Information of the Company
under this agreement.
9. Inadequacy of Damages
Without prejudice to any other rights or remedies that each party may have, each party acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this agreement by the other party. Accordingly, each party shall be entitled to the remedies of injunctions, specific performance or other equitable relief for any threatened or actual breach of this agreement.
10. No Obligation to Continue Discussions
Nothing in this agreement shall impose an obligation on either party to continue discussions or negotiations in connection with the Purpose, or
an obligation on each party, or a Sage Group Company, to disclose any information (whether Confidential Information or otherwise) to the other
party.
11. Duration of Confidentiality Obligations
11.1 Notwithstanding clause 11.2, this agreement shall commence on the date of last signature and shall continue in full force and effect for a
period of five years.
11.2 If either party decides not to continue to be involved in the Purpose with the other party, it shall notify that other party immediately.
11.3 The end of discussions relating to the Purpose shall not affect any accrued rights or remedies to which either party is entitled.
12. General
12.1 Neither party shall assign, transfer, charge, subcontract, or deal in any other manner with any or all of its rights and obligations under this
agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed).
12.2 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
12.3 No variation of this agreement shall be effective unless it is in writing and signed by each of the parties (or their authorised representatives).
12.4 No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
12.5 If any provision of this agreement (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid,
unenforceable or illegal, the other provisions will remain in force.
12.6 This agreement may be enforced by The Sage Group plc or the Group Company, otherwise a person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
12.7 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual
disputes or claims) shall be governed by and construed in accordance with the laws of England. Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England over any claim or matter arising out of or in connection with this Agreement (including non-contractual disputes or claims) or the legal relationships established by this Agreement

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Signature Certificate
Document name: Sage - Mutual Confidentiality Agreement
lock iconUnique Document ID: 9b9e1cfe9d77f88b5d799d0daf78573de79c3055
Timestamp Audit
February 13, 2026 2:39 pm BSTSage - Mutual Confidentiality Agreement Uploaded by Amy Bickers - [email protected] IP 212.42.190.49
February 13, 2026 3:10 pm BSTTake Part in Research - [email protected] added by Amy Bickers - [email protected] as a CC'd Recipient Ip: 212.42.190.49
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