NUADA

NUADA QUANTUM LTD

Nuada Quantum Ltd (the Company)

This letter sets out the terms upon which we are prepared to make certain confidential information relating to the Company available to you (the Recipient).

1. Definitions

1. Affiliate: in relation to a person, the officers, employees, agents, advisers or consultants of that person;
2. Business Day: any day (other than a Saturday, Sunday or public holiday) during which banks in London are open for business;
3. Confidential Information: all confidential or proprietary information (however recorded or preserved) relating to the Company which is disclosed or made available (in any form or medium, including written, oral, visual or electronic), directly or indirectly, by the Company or any of its respective Affiliates to the Recipient or any of its Affiliates, whether before or after the date of this letter, including:
   1. all confidential or proprietary information relating to the business, customers, suppliers, employees, financial or other affairs (including future plans) of the Company;
   2. all know how, designs, trade secrets, technical information, software or other intellectual property rights of the Company;
   3. any information memorandum about the Company;
   4. the fact that discussions are taking place between the Company and the Recipient about the Proposed Transaction;
   5. the existence and contents of this letter;
   6. all information derived or generated from any such information;
   7. all copies of any such information; and
   8. any other information that is identified as being of a confidential or proprietary nature.
4. Proposed Transaction: the proposed investment by the Recipient (or a vehicle nominated by the Recipient) in the share capital of the Company;
5. Purpose: the assessment and evaluation of the Company by the Recipient in connection with the Proposed Transaction.

2. Confidentiality Obligations

In consideration of the Company making Confidential Information available to the Recipient, the Recipient undertakes to the Company that it shall:

1. keep the Confidential Information secret and confidential;
2. use the Confidential Information only for the Purpose and on the terms of this letter and not use or exploit it in any other way;
3. not directly or indirectly disclose or make available all or any part of the Confidential Information to any person except as expressly permitted under this letter;
4. not process the Confidential Information in any way using machine learning or artificial intelligence (AI) models;
5. take all necessary steps to ensure that no person gets access to, or obtains, any Confidential Information from the Recipient or any of its Affiliates except as expressly permitted under this letter;
6. not transfer or disclose any personal data contained in the Confidential Information outside the combined area of the UK and the European Economic Area except in compliance with all applicable requirements of the GDPR and any other applicable data protection legislation;
7. notify the Company immediately on becoming aware or suspecting that a breach of this letter has occurred or may occur;
8. only make such copies of any Confidential Information as are strictly necessary for the Purpose;
9. keep a record of the location of all documents, disks or other media containing or reflecting any Confidential Information;
10. ensure that the Confidential Information is protected against theft or unauthorised access.

3. Liability and Termination

The Recipient shall be liable for the actions or omissions of its Permitted Recipients and Affiliates relating to the Confidential Information as if they were the actions or omissions of the Recipient.

This letter shall terminate on whichever is the earlier of completion of the Proposed Transaction or two years following the date of this letter.

4. Governing Law

This letter, and any claim or dispute relating to this letter, its subject matter or formation, shall be governed by and interpreted in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the English Courts.