Mutual Non-Disclosure
Agreement

"Confidential Information" means all information disclosed by either Party to the other in any form (oral, written, graphic, electronic or otherwise) that is either identified as confidential at the time of disclosure, or by its nature would reasonably be considered confidential.

Confidential Information includes but is not limited to:

• Customer data and contact information
• Business plans and marketing strategies
• Pricing, costs, and financial information
• System configurations, software, documentation and technical specifications
• Operations, processes, workflows and internal policies
• Proprietary methodologies, trade secrets and know-how
• Any agreements, negotiations or proposed terms related to the Purpose

Confidential Information does not include information that the receiving Party can demonstrate:

• Was already lawfully known before disclosure by the disclosing Party
• Becomes publicly available through no fault of the receiving Party
• Is lawfully received from a third party not bound by confidentiality obligations
• Is independently developed by the receiving Party without access to the disclosing Party's Confidential Information

Both Parties agree to:

• Keep all Confidential Information in strict confidence and use it only for the Purpose
• Not disclose any Confidential Information to third parties without prior written consent of the disclosing Party
• Take all reasonable measures to protect the Confidential Information from unauthorised disclosure, using at least the same degree of care as it uses to protect its own confidential materials (but no less than reasonable care)
• Ensure directors, employees, agents, contractors and advisers who access the Confidential Information are bound by confidentiality obligations at least as strict as those in this Agreement

If the receiving Party is required by law, regulation or court order to disclose any Confidential Information, it must:

• Promptly notify the disclosing Party in writing (unless legally prohibited)
• Cooperate with the disclosing Party to seek an appropriate protective order or remedy
• Disclose only that portion of the Confidential Information legally required

Nothing in this Agreement shall be construed as granting any licence, title or interest in or to the Confidential Information.

Upon written request by the disclosing Party, or upon termination of discussions, the receiving Party will:

• Return or permanently destroy all Confidential Information and any copies thereof (except one archival copy retained for legal purposes only)
• Confirm in writing that it has complied with this obligation

This Agreement begins on the Effective Date and remains in force for a period of two (2) years, unless terminated earlier in writing by either Party.

The confidentiality obligations survive for a period of three (3) years following the date of each disclosure, regardless of any termination.

All Confidential Information is provided "as is." Neither Party makes any warranties or representations regarding the accuracy, completeness or fitness for a particular purpose of any Confidential Information.

This Agreement is governed by the laws of the State of Queensland, Australia. The Parties submit to the exclusive jurisdiction of the courts located in Queensland.